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
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
Proposed Convertible Loan Note
Catenai is proposing to lend up to
Terms |
Amount / Date |
Total loan amount |
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Arrangement fee |
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Drawdown fee |
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Legal fee |
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Interest rate |
0% per annum |
Redemption date |
31 December 2024 |
Catenai will provide the loan amount in up to three equal tranches of
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
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
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
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,
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
For further information please contact:
Catenai PLC |
+44 (0)20 7183 8666 |
John Farthing, Interim CEO & Chief Financial Officer |
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Cairn Financial Advisers LLP (Nominated Adviser) |
+44(0)20 7213 0880 |
Liam Murray / Jo Turner |
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Shard Capital Partners LLP (Broker) |
+44 (0)20 7186 9952 |
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.
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