4 April 2024
Supply@ME Capital
plc
(The
"Company" or "SYME")
Holdings in
Company
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 updates as
to its shareholdings following its announcement on 27 March 2024
relating to the repayment of TAG Unsecured Working Capital Loan,
issue of equity and total voting rights, together with the
notification of a transaction of a Person Closely
Associated.
Notification of Transaction of a Person Closely
Associated
In connection with the above
referenced announcement, the Company was notified on 4 April 2024
that the AvantGarde Group S.p.A
("TAG"), a Person Closely
Associated ("PCA") with
Alessandro Zamboni, a Person Discharging Managerial
Responsibilities ("PDMR")
of SYME received a total of 1,500,000,000 new ordinary
shares of nominal value £0.00002 each in the
capital of the Company ("Ordinary
Shares") in exchange for repayment of the £800,000
unsecured working capital loan that TAG had provided to SYME. This
resulted in a fixed subscription price of
0.053pence per Ordinary Share received by TAG. Details of
this notification are below in accordance with UK MAR.
TAG is an entity ultimately
beneficially wholly owned and controlled by Alessandro Zamboni,
Chief Executive Officer of the Company.
|
1
|
Details of the Person Closely Associated
(PCA)
|
|
a)
|
Name
|
The AvantGarde Group
S.p.A.
|
|
2
|
Reason for the notification
|
|
a)
|
Position/status
|
PCA to Alessandro Zamboni, Chief
Executive Officer of Supply@ME Capital plc and a PDMR
|
|
b)
|
Initial
notification/Amendment
|
Initial notification
|
|
3
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
|
a)
|
Name
|
Supply@ME Capital plc
|
|
b)
|
LEI
|
213800ZY2C2TI2C5WQ61
|
|
4
|
Details of the transaction(s): section to be repeated for (i)
each type of instrument; (ii) each type of transaction; (iii) each
date; and (iv) each place where transactions have been
conducted
|
|
a)
|
Description of the financial
instrument, type of instrument
Identification code
|
Ordinary shares of nominal value
£0.00002 each in the capital of Supply@ME Capital plc
ISIN: GB00BFMDJC60
|
|
b)
|
Nature of transaction:
|
Acquisition of shares.
|
|
c)
|
Price(s) and volume(s)
|
Price(s)
|
Volume(s)
|
|
0.053 pence
|
1,500,000,000
|
|
Aggregated information
- Aggregated volume
- Price
|
1,500,000,000
0.053 pence
|
|
e)
|
Date of the transaction
|
28 March 2024
|
|
f)
|
Place of the transaction
|
Outside of trading venue
|
Holdings in Company
TR-1:
Standard form for notification of major holdings
1.
Issuer Details
ISIN
GB00BFMDJC60
Issuer Name
SUPPLY@ME CAPITAL PLC
UK
or Non-UK Issuer
UK
2.
Reason for Notification
An acquisition or disposal of voting
rights
3.
Details of person subject to the notification
obligation
Name
the AvantGarde Group
S.p.A.
City
of registered office (if applicable)
Milano
Country of registered office (if applicable)
Italia
4.
Details of the shareholder
Full
name of shareholder(s) if different from the person(s) subject to
the notification obligation, above
City
of registered office (if applicable)
Country of registered office (if applicable)
5.
Date on which the threshold was crossed or
reached
28-Mar-2024
6.
Date on which Issuer notified
4-April-2024
7.
Total positions of person(s) subject to the notification
obligation
|
|
% of
voting rights attached to shares (total of 8.A)
|
% of
voting rights through financial instruments (total of 8.B 1 + 8.B
2)
|
Total of both in % (8.A + 8.B)
|
Total number of voting rights held in issuer
|
|
Resulting situation on the date on
which threshold was crossed or reached
|
25.814579
|
0.000000
|
25.814579
|
16194038529
|
|
Position of previous notification
(if applicable)
|
24.026684
|
0.000000
|
24.026684
|
14694038529
|
8.
Notified details of the resulting situation on the date on which
the threshold was crossed or reached
8A.
Voting rights attached to shares
|
Class/Type of shares ISIN code(if possible)
|
Number of direct voting rights (DTR5.1)
|
Number of indirect voting rights (DTR5.2.1)
|
% of
direct voting rights (DTR5.1)
|
% of
indirect voting rights (DTR5.2.1)
|
|
GB00BFMDJC60
|
16194038529
|
|
25.814579
|
|
|
Sub Total 8.A
|
16194038529
|
25.814579%
|
8B1. Financial Instruments according to (DTR5.3.1R.(1)
(a))
|
Type
of financial instrument
|
Expiration date
|
Exercise/conversion period
|
Number of voting rights that may be acquired if the instrument
is exercised/converted
|
% of
voting rights
|
|
|
|
|
|
|
|
Sub Total 8.B1
|
|
|
|
8B2. Financial Instruments with similar economic effect
according to (DTR5.3.1R.(1) (b))
|
Type
of financial instrument
|
Expiration date
|
Exercise/conversion period
|
Physical or cash settlement
|
Number of voting rights
|
% of
voting rights
|
|
|
|
|
|
|
|
|
Sub Total 8.B2
|
|
|
|
9.
Information in relation to the person subject to the notification
obligation
2. Full chain of controlled
undertakings through which the voting rights and/or the financial
instruments are effectively held starting with the ultimate
controlling natural person or legal entities (please add additional
rows as necessary)
|
Ultimate controlling person
|
Name
of controlled undertaking
|
% of
voting rights if it equals or is higher than the notifiable
threshold
|
% of
voting rights through financial instruments if it equals or is
higher than the notifiable threshold
|
Total of both if it equals or is higher than the notifiable
threshold
|
|
Alessandro Zamboni
|
|
25.814579
|
|
25.814579%
|
|
the AvantGarde Group
S.p.A.
|
|
25.814579
|
|
25.814579%
|
|
1AF2 Ltd
|
|
13.344474
|
|
13.344474%
|
10.
In case of proxy voting
Name
of the proxy holder
The
number and % of voting rights held
The
date until which the voting rights will be held
11.
Additional Information
This notification has been made
following the announcement made by Supply@ME (the "Company") on 27
March 2024, where the Company and the AvantGarde Group S.p.A.
("TAG") entered into an English law governed deed of amendment (the
"Second Deed of Amendment to the TAG Working Capital Loan
Agreement"), which amended and restated the repayment method set
out in the TAG Unsecured Working Capital Loan Agreement originally
signed on 28 April 2023 and subsequently amended by a first deed of
amendment on 30 June 2023. The Second Deed of Amendment to the TAG
Working Capital Loan Agreement stipulated that the £800,000 amount
drawn down by the Company 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 0.053pence per share.
Reference has been made to the total voting rights indicated in the
above announcement, at which point the total voting rights
denominator increased to 62,732,142,145.
(*) The percentage stated does not include the securities
transferred (equal to 5,893,824,429 ordinary shares in the capital
of Supply@ME Capital plc) in accordance with the three
stock-lending transactions announced by 1AF2 S.r.l. on 29 July
2020, recently updated by The AvantGarde Group S.p.A. and,
accordingly, disclosed by way of RNS announcement by Supply@Me
Capital plc on 22 March 2024.
(**) 1AF2 Ltd is fully owned by The AvantGarde Group S.p.A.. On 21
July 2021, 1AF2 Ltd issued a secured bond which envisaged the
creation of a charge containing fixed charge(s), floating charge(s)
and negative pledge over 1AF2 Ltd (charge code: 1338 2084 0001). As
indicated above, the assets of 1AF2 Ltd currently includes
8,371,274,298 ordinary shares in the capital of Supply@ME Capital
plc. Alessandro Zamboni is the ultimate controlling natural person
of The AvantGarde Group S.p.A. and 1AF2 Ltd.
12.
Date of Completion
4 April 2024
13.
Place Of Completion
London
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.