Catenai PLC
("Catenai" or the "Company")
Proposed Convertible Loan
Note, Issue of Broker Warrants & Notice of General
Meeting
Catenai PLC (AIM: CTAI), the AIM
quoted provider of digital media and technology, announces that it
has conditionally entered into an unsecured convertible loan note
agreement (the "Proposed Convertible Loan Note" or the "CLN") with
Klarian Limited ("Klarian"), a UK data analytics company focussing
on the oil and gas sector, to provide up to £450,000 in CLNs in up
to three tranches.
The Proposed Convertible Loan Note
is subject to shareholder approval at a forthcoming general meeting
("General Meeting"), details of which are set out below.
In addition, the Company announces
the issue of warrants over new ordinary shares in the Company to
its broker, Shard Capital Partners LLP ("Shard"), as part of its
remuneration in relation to the fundraise completed and announced
on 12 March 2024.
Klarian
Klarian is a UK data analytics
company focussing on the oil and gas sector seeking to improve
pipeline efficiency and optimisation through data collection and
data analytics services. 'DigipipeVision', its real-time analytics
platform, captures data to optimise operational productivity,
efficiency, and profitability through real-time analysis of
technical, commercial, and strategic data. The company produces
products and services that generate repeat monthly license fees and
ongoing consultancy revenue with long term repeat monthly revenues
as the main focus and driver of business growth.
Proposed Convertible Loan Note
Catenai is proposing to lend up to
£450,000 to Klarian under the Proposed Convertible
Loan Note, to be satisfied through its existing cash
resources. The terms of the CLN are set out below.
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Terms
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Amount / Date
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Total loan amount
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£450,000
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Arrangement fee
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£67,500 (15% of £450,000 added to
first tranche)
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Drawdown fee
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£15,000 (10% of £150,000 added to
each tranche)
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Legal fee
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£5,000 (added to first
tranche)
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Interest rate
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0% per annum
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Redemption date
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31 December 2024
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Catenai will provide the loan amount
in up to three equal tranches of £150,000, with the first tranche
due on execution of the CLN. Advancement of the second and third
tranches, in aggregate £300,000, under the CLN would be subject to
Catenai being satisfied by the financial performance of
Klarian.
The loan notes issued under the CLN
will be for an amount equal to the loan amounts and a drawdown fee
in each case and, additionally, in the case of the first loan note,
the arrangement fee and legal fee.
The loan notes may be repaid to
Catenai at any time before 31 December 2024 in cash provided
Klarian has given Catenai prior written notice of not less than 5
business days and provided further that at any time prior to actual
repayment Catenai has not given written notice demanding that the
loan notes be converted into ordinary shares of £0.01 each in
Klarian. If such conversion notice is served the conversion shall
take place within 5 business days (subject to Klarian obtaining any
required shareholder approvals) and be at a price of £17.25 per
Klarian ordinary share (25% discount to the last fundraise
completed by Klarian) or, if Klarian has undertaken a fundraise
with independent third parties for value, the price per Klarian's
ordinary share at the last such fundraise prior to conversion less
a 25% discount.
If the notes have not been repaid,
converted or redeemed prior to 31 December 2024, then Catenai shall
be deemed to have served a conversion notice on such redemption
date, and conversion shares (at the price set out above) shall be
issued to Catenai within 5 business days of the redemption
date.
The proceeds of the CLN will be used
to fund Klarian's current working capital requirements.
Pursuant to AIM Rule 12, the Klarian
CLN constitutes a substantial transaction under the AIM Rules for
Companies. For the year ended 31 December 2022, Klarian had revenue
of approximately £6,000 and made a loss of approximately
£1,400,000. Klarian's unaudited management accounts as at 31 March
2024 show net current assets of approximately negative £540,000,
and net assets of approximately £600,000. It is currently
loss making, however, the directors of Catenai believe the growth
prospects of Klarian justify entering into the CLN.
Sarfraz Munshi, Non-Executive
Director of the Company, has an interest of approximately 1.5 per
cent. in Klarian. Sanderson Capital Partners Limited, a substantial
shareholder of the Company as at the date of this announcement,
also has an interest of approximately 2.3 per cent. in
Klarian.
As notified on 28 March 2024,
Sarfraz Munshi is the board representative of Sanderson Capital
Partners Limited. Mr Munshi is a partner / investment manager
of Sanderson Capital Partners Limited.
Issue of Warrants
The Company has issued 12,000,000
warrants over new ordinary shares in the Company, exercisable at
0.3 pence per new ordinary share (the "Broker Warrants"), being the
placing price in the fundraise announced on 12 March 2024. The
Broker Warrants are exercisable for a period of three years from 12
March 2024.
Notice of General Meeting
The Company also announces that it
has called a General Meeting ("GM") to be held on 9 May 2024 at
12pm at the offices of RWK Goodman LLP at 69 Carter Lane, London,
EC4V 5EQ. The Company has sent a circular (the "Circular") and a
notice convening the GM.
The Circular includes, inter alia,
details of the Proposed Convertible Loan Note. A form of proxy will
accompany the Circular.
The General Meeting is being called
to seek shareholder approval for entry into, and execution of, the
CLN by Catenai.
A copy of the Circular will shortly
be available to download from the Company's website at:
https://www.catenaiplc.com/investors/financial-reports
This announcement contains inside
information for the purposes of the UK Market Abuse Regulation. The
person who arranged for release of this announcement on behalf of
the Company was John Farthing, Interim CEO & Chief Financial
Officer of the Company and the Directors of the Company are
responsible for the release of this announcement.
For further information please
contact:
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Catenai PLC
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+44 (0)20
7183 8666
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John Farthing, Interim CEO & Chief Financial Officer
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Cairn Financial Advisers LLP
(Nominated Adviser)
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+44(0)20
7213 0880
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Liam Murray / Jo Turner
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Shard Capital Partners LLP
(Broker)
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+44 (0)20
7186 9952
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Damon Heath
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Notes to Editors:
About Catenai PLC
Catenai is an AIM quoted provider of
digital media and technology services. The Company specialises in
IT solutions that solve commercial challenges and create
opportunities for its clients, with an
increasing focus incorporating AI into its platforms. The Company
has an experienced IT team of project managers and integrators who
have deployed systems across corporate, government and educational
sectors.
http://www.catenaiplc.com
