SYME, the fintech business which provides an innovative platform for use by manufacturing and trading companies to access Inventory Monetisation© solutions enabling their businesses to generate cashflow.
Is pleased to announce a capital raise of up to £320,855 through an open offer of new ordinary shares of nominal value £0.00002 each in the capital of SYME (“Ordinary Shares”) (the “Open Offer”), as part of its Capital Enhancement Plan announced on 27 April 2022.
The Company will today publish and post to Qualifying Shareholders (other than Qualifying Shareholders in Restricted Jurisdictions) a circular in respect of the Open Offer (the “Circular”) together with the associated Application Form. The Circular contains, inter alia, the full terms and conditions of the Open Offer, a letter from Albert Ganyushin, the Chairperson of SYME, explaining the Open Offer and providing the Directors’ recommendation in respect of the Open Offer, an expected timetable of principal events and questions and answers about the Open Offer.
A copy of the Circular will also be available from the Company’s website: https://www.supplymecapital.com/ later today.
The Open Offer will give Qualifying Shareholders (other than Qualifying Shareholders in Restricted Jurisdictions) the opportunity to subscribe for up to 641,710,082 Open Offer Shares in aggregate at the offer price of 0.05 pence per Open Offer Share, being the same price available to Venus Capital under the Venus Subscription Agreement. Qualifying Shareholders will be entitled to subscribe for one Open Offer Shares for every 66 Existing Ordinary Shares held by such Qualifying Shareholder.
The Company is also offering the Qualifying Shareholders the opportunity to apply for additional Open Offer Shares in excess of their Open Offer Entitlement to the extent that other Qualifying Shareholders do not take up their Open Offer Entitlement in full.
Successful applicants in the Open Offer will also receive Open Offer Warrants on the basis of one Open Offer Warrant for every two Open Share subscribed. Holders of Open Offer Warrants may exercise the Open Offer Warrants at any time on or before 31 December 2025 at a price of 0.065 pence per Ordinary Share, provided that the Company has sufficient headroom to allot and issue shares under its latest published prospectus.
Venus Capital will subscribe for any Open Offer Shares (in the form of Fourth Tranche Subscription Shares) which Qualifying Shareholders do not subscribe for, pursuant to its rights in respect of the Fourth Tranche under the Venus Subscription Agreement.
Venus Capital and The AvantGarde Group S.p.A. have each undertaken not to subscribe for any of its pro rata entitlement to Open Offer Shares so that other Shareholders will have a greater opportunity to subscribe for Open Offer Shares over and above their pro rata entitlements, save that the undertaking given by Venus Capital will not prevent Venus Capital from subscribing for any Open Offer Shares for which Qualifying Shareholders do not subscribe, pursuant to its rights under the Venus Subscription Agreement.
The Company intends to apply for admission of the Open Offer Shares to a Standard Listing and to trading on the Main Market following close of the Open Offer. Admission is expected to occur on 22 August 2022 Further announcements regarding the progress of the Open Offer will be made by the Company in due course.
Words and expressions defined in the Circular shall, unless the context provides otherwise, have the same meanings in this announcement.
Expected timetable of principal events in respect of the Open Offer
|
Event |
Date and Time |
|
Record Date for entitlement under the Open Offer |
Close of business on 20 July 2022 |
|
Posting of the Circular and Application Forms |
22 July 2022 |
|
Ex-Entitlement Date |
7.00 a.m. on 22 July 2022 |
|
Open Offer Entitlements and Excess Open Offer Entitlements credited to stock accounts in CREST of Qualifying CREST Shareholders |
as soon as practicable after 7.00 a.m. on 25 July 2022 |
|
Latest recommended time and date for requesting withdrawal of Open Offer Entitlements and excess Open Offer Entitlements from CREST |
4.30 p.m. on 11 August 2022 |
|
Latest time for depositing Open Offer Entitlements and excess Open Offer Entitlements into CREST |
3.00 p.m. on 12 August 2022 |
|
Latest time and date for splitting Application Forms (to satisfy bona fide market claims) |
3.00 p.m. on 15 August 2022 |
|
Latest time and date for receipt of completed Application Forms and payment in full from Qualifying Shareholders under the Open Offer or settlement of the relevant CREST instruction (as appropriate) |
11.00 a.m. on 17 August 2022 |
|
Announcement of results of Open Offer |
18 August 2022 |
|
Expected date when Admission is effective and unconditional dealings in the Open Offer Shares commence |
8.00 a.m. on 22 August 2022 |
|
Expected date for crediting of the Open Offer Shares in uncertificated form to CREST |
22 August 2022 |
|
Expected date for crediting of the Open Offer Warrants in uncertificated form to CREST |
22 August 2022 |
|
Expected date of dispatch of share certificates in respect of the Open Offer Shares |
Within 10 Business Days of 22 August 2022 |
|
Expected date of dispatch of warrant certificates in respect of the Open Offer Warrants |
Within 10 Business Days of 22 August 2022 |
Notes:
1. Each of the times and dates above are indicative only and are subject to change. If any of the above times and/or dates change, the revised times and/or dates will be notified by the Company to the Shareholders by announcement through an RIS.
2. In order to subscribe for Open Offer Shares under the Open Offer, Qualifying Shareholders will need to follow the procedure set out in Part VII – Terms and conditions of the Open Offer of the Circular and, where relevant, complete the accompanying Application Form. If Qualifying Shareholders have any queries or questions relating to the Circular, the completion and return of the Application Form, or the procedure for acceptance and payment, or wish to request another Application Form, they should contact Neville Registrars Limited on 0121 585 1131 or, if phoning from outside the UK, on +44 121 585 1131. Calls may be recorded and monitored randomly for security and training purposes. Neville Registrars Limited cannot provide advice on the merits of the Open Offer nor give any financial, legal or tax advice.
Business Update
The Group’s recent annual report and accounts for the year ended 31 December 2021 included a comprehensive business update and, since its publication, the Group has continued to focus on completing the first warehoused goods Inventory Monetisation transaction, through its strategic alliance with VeChain Foundation as announced on 28 June 2022, and the execution of the Capital Enhancement Plan as announced on 27 April 2022.
The Group has also continued to focus on its internal performance and risk assessment of its business lines and, as a result of this internal analysis, the Directors are currently reviewing the Company’s relationship with TradeFlow, its wholly-owned subsidiary. The review is aimed at maximising value creation and positioning of both TradeFlow and the Company for long-term growth, in line with the applicable laws and regulations. The Company has not set a definitive schedule to complete this review and no decision on any particular transaction or alternative has been reached at this time. Equally, there is no certainty that any transaction or alternative will be undertaken or pursued. The Company does not intend to make further announcements regarding this review unless it concludes that disclosure is warranted by the circumstances and/or expressly required by applicable law or regulation.
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, [email protected] Capital plc, [email protected]
Paul Vann, Walbrook PR Limited, +44 (0)20 7933 8780; [email protected]
Chanice Smith, Cicero/AMO, +44 (0)20 7947 5317; [email protected]
