THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF REGULATION 2014/596/EU, WHICH IS PART OF UNITED
KINGDOM DOMESTIC LAW PURSUANT TO THE MARKET ABUSE (AMENDMENT) (EU
EXIT) REGULATIONS (SI
2019/310) ("UK MAR"). UPON THE PUBLICATION OF THIS
ANNOUNCEMENT, THIS INSIDE INFORMATION (AS DEFINED IN UK MAR) IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN.
27 March 2024
Supply@ME Capital
plc
(The
"Company" or "SYME")
Repayment of TAG Unsecured
Working Capital Loan, issue of equity and total voting
rights
Notification of Transaction
of a Person Closely Associated
SYME, the fintech business which
provides an innovative fintech platform (the "Platform") for use by manufacturing and
trading companies to access Inventory Monetisation© ("IM") solutions enabling their
businesses to generate cashflow, provides the following funding
update with respect to the unsecured working capital loan it
entered into with the AvantGarde Group S.p.A. (an
entity ultimately beneficially wholly-owned and controlled by
Alessandro Zamboni, Chief Executive Officer of the Company)
("TAG").
On 28 April 2023 the Company
announced that it had entered into an English law
governed fixed term unsecured working capital loan agreement
with the TAG (the "TAG Unsecured Working Capital Loan
Agreement"). Subsequently on 30 June 2023, the Company
announced that in connection with the disposal
of the majority 81% stake of TradeFlow Capital
Management Pte. Limited, the obligations under the
TAG Unsecured Working Capital Loan Agreement had
been amended and the full amount available to be drawn down by the
Company from TAG was £800,000, for which the draw down was notified
to TAG by the Company on 30 June 2023.
Furthermore, on 29 February 2024,
the Company announced that the full £800,000 drawn down had been
received by the Company in cash and as a result no further amounts
were outstanding under the TAG Unsecured Working Capital Loan
Agreement. The due date for repayment by
the Company of the £800,0000 was to be 1 February 2028. Any sums
drawn under the TAG Unsecured Working Capital Loan Agreement have
been attracting a non-compounding interest rate of 10% per annum,
and any principal amount (excluding accrued interest) outstanding
on 1 February 2028 shall attract a compounding interest rate of 15%
per annum thereafter.
On 26 March 2024, the Company and
TAG entered into an English law governed deed of amendment, which
amended and restated the repayment method set out in the TAG
Unsecured Working Capital Loan Agreement (the "Second Deed of Amendment to the TAG Working
Capital Loan Agreement"). The Second Deed of Amendment to
the TAG Working Capital Loan Agreement stipulated that:
a) the £800,000 amount
drawn down under the TAG Unsecured Working Capital Loan Agreement
is to be repaid through the issue of 1,500,000,000 new ordinary
shares of nominal value £0.00002 each in the capital of the Company
("Ordinary Shares") to TAG,
resulting in a fixed subscription price per share of 0.053p;
and
b) the interest payable
by the Company under the TAG Unsecured Working Capital Loan
Agreement will be offset against the interest receivable by the
Company from TAG under the other contractual funding arrangements
currently in place with TAG.
The entry by the Company and TAG
into the Second Deed of Amendment to the TAG Working
Capital Loan Agreement constitutes a
material related party transaction for the purposes of DTR 7.3 and
was, accordingly, voted upon by the independent Directors
(excluding Alessandro Zamboni, who, constituted a "related party"
(as such term is defined in IFRS)), and the independent Directors
consider the material related party transaction in respect
of the Second Deed of Amendment to the
TAG Unsecured Working Capital Loan
Agreement to be fair and reasonable from
the perspective of the Company and its Shareholders who are not a
related party.
The repayment of the £800,000, due
in accordance with the TAG Unsecured Working Capital Loan
Agreement, through the issue of 1,500,000,000 new Ordinary Shares
in the Company to TAG will allow the Company to preserve its cash
position in the future, save the Company future interest costs and
improve the Company's net asset position. TAG have also provided
representations to the Company that the issue of the 1,500,000,000
new Ordinary Shares in the Company will enable TAG to continue to
perform under the various contractual funding arrangements that it
has entered into with the Company, as TAG expects these new
Ordinary Shares to be included into a potential collateral package
to secure additional funding for TAG from traditional financial
services providers including, inter alia, private banking
operators.
Prior to the entry into the
Second Deed of Amendment to the TAG Working
Capital Loan Agreement, the Company sought the approvals that were
required from Venus Capital S.A. under the subscription agreement
dated 28 April 2023 (the "Subscription Agreement") to be able to
issue and allot the 1,500,000,000 new
Ordinary Shares to TAG.
The Company
has made applications to the Financial Conduct Authority (the
"FCA") and London Stock
Exchange plc (the "LSE") to
have the 1,500,000,000 new Ordinary Shares admitted to listing on
the standard segment of the Official List of the FCA and to trading
on the main market for listed securities of the LSE, respectively,
with admission expected to occur on or around 28 March 2024
("Admission").
Following Admission, the Company's
issued share capital will comprise 62,732,142,145 Ordinary Shares.
This figure may be used by shareholders as the denominator for the
calculations by which they will determine if they are required to
notify their interest in, or a change to their interest in, the
Company under the FCA's Disclosure Guidance and Transparency
Rules.
For the purposes of UK MAR, the
person responsible for arranging release of this announcement on
behalf of SYME is Alessandro Zamboni, CEO.
Contacts
Alessandro Zamboni, CEO, Supply@ME
Capital plc, investors@supplymecapital.com
Notes
SYME and its operating subsidiaries
provide its Platform for use by manufacturing and trading companies
to access inventory trade solutions enabling their businesses to
generate cashflow, via a non-credit approach and without incurring
debt. This is achieved by their existing eligible inventory
being added to the Platform and then monetised via purchase by
third party Inventory Funders. The inventory to be monetised
can include warehoused goods waiting to be sold to end-customers or
goods that are part of a typical import/export
transaction.