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.
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