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Catenae Innovation #CTEA – Major Shareholdings for Brian Thompson, Anthony Daltrey, Steven King & Sanderson Capital Partners

TR-1: Brian William Thompson – Standard form for notification of major holdings

NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the FCA in Microsoft Word format if possible) i

1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached ii :

CATENAE INNOVATION PLC

1b. Please indicate if the issuer is a non-UK issuer  (please mark with an “X” if appropriate)

Non-UK issuer

2. Reason for the notification (please mark the appropriate box or boxes with an “X”)

An acquisition or disposal of voting rights

X

An acquisition or disposal of financial instruments

An event changing the breakdown of voting rights

Other (please specify)iii:

3. Details of person subject to the notification obligation iv

Name

BRIAN WILLIAM THOMPSON

City and country of registered office (if applicable)

4. Full name of shareholder(s) (if different from 3.) v

Name

City and country of registered office (if applicable)

5. Date on which the threshold was crossed or reached vi :

31/01/2020

6. Date on which issuer notified (DD/MM/YYYY):

30/03/2020

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 of issuer vii

Resulting situation on the date on which threshold was crossed or reached

29.2%

29.2%

107,263,017

Position of previous notification (if

applicable)

n/a

n/a

 

8. Notified details of the resulting situation on the date on which the threshold was crossed or reached viii

A: Voting rights attached to shares

Class/type of
shares

ISIN code (if possible)

Number of voting rights ix

% of voting rights

Direct

(Art 9 of Directive 2004/109/EC) (DTR5.1)

Indirect

(Art 10 of Directive 2004/109/EC) (DTR5.2.1)

Direct

(Art 9 of Directive 2004/109/EC) (DTR5.1)

Indirect

(Art 10 of Directive 2004/109/EC) (DTR5.2.1)

GB0033127910

31,318,797

29.2%

SUBTOTAL 8. A

31,318,797

29.2%

 

 

B 1: Financial Instruments according to Art. 13(1)(a) of Directive 2004/109/EC (DTR5.3.1.1 (a))

Type of financial instrument

Expiration
date
x

Exercise/
Conversion Period
xi

Number of voting rights that may be acquired if the instrument is

exercised/converted.

% of voting rights

SUBTOTAL 8. B 1

 

 

B 2: Financial Instruments with similar economic effect according to Art. 13(1)(b) of Directive 2004/109/EC (DTR5.3.1.1 (b))

Type of financial instrument

Expiration
date
x

Exercise/
Conversion Period
xi

Physical or cash

settlementxii

Number of voting rights

% of voting rights

 

 

SUBTOTAL 8.B.2

 

 

 

9. Information in relation to the person subject to the notification obligation (please mark the

applicable box with an “X”)

Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuerxiii

X

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 entityxiv(please add additional rows as necessary)

Name xv

% 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

10. In case of proxy voting, please identify:

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 xvi

Place of completion

NEWCASTLE, ENGLAND

Date of completion

30/03/2020

 

TR-1: Anthony Leonard Daltrey – Standard form for notification of major holdings

NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the FCA in Microsoft Word format if possible) i

1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached ii :

CATENAE INNOVATION PLC

1b. Please indicate if the issuer is a non-UK issuer  (please mark with an “X” if appropriate)

Non-UK issuer

2. Reason for the notification (please mark the appropriate box or boxes with an “X”)

An acquisition or disposal of voting rights

X

An acquisition or disposal of financial instruments

An event changing the breakdown of voting rights

Other (please specify)iii:

3. Details of person subject to the notification obligation iv

Name

ANTHONY LEONARD DALTREY

City and country of registered office (if applicable)

4. Full name of shareholder(s) (if different from 3.) v

Name

City and country of registered office (if applicable)

5. Date on which the threshold was crossed or reached vi :

31/01/2020

6. Date on which issuer notified (DD/MM/YYYY):

30/03/2020

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 of issuer vii

Resulting situation on the date on which threshold was crossed or reached

12.7%

12.7%

107,263,017

Position of previous notification (if

applicable)

n/a

n/a

 

8. Notified details of the resulting situation on the date on which the threshold was crossed or reached viii

A: Voting rights attached to shares

Class/type of
shares

ISIN code (if possible)

Number of voting rights ix

% of voting rights

Direct

(Art 9 of Directive 2004/109/EC) (DTR5.1)

Indirect

(Art 10 of Directive 2004/109/EC) (DTR5.2.1)

Direct

(Art 9 of Directive 2004/109/EC) (DTR5.1)

Indirect

(Art 10 of Directive 2004/109/EC) (DTR5.2.1)

GB0033127910

 13,656,818

12.7%

SUBTOTAL 8. A

 13,656,818

12.7%

 

 

B 1: Financial Instruments according to Art. 13(1)(a) of Directive 2004/109/EC (DTR5.3.1.1 (a))

Type of financial instrument

Expiration
date
x

Exercise/
Conversion Period
xi

Number of voting rights that may be acquired if the instrument is

exercised/converted.

% of voting rights

SUBTOTAL 8. B 1

 

 

B 2: Financial Instruments with similar economic effect according to Art. 13(1)(b) of Directive 2004/109/EC (DTR5.3.1.1 (b))

Type of financial instrument

Expiration
date
x

Exercise/
Conversion Period
xi

Physical or cash

settlementxii

Number of voting rights

% of voting rights

 

 

SUBTOTAL 8.B.2

 

 

 

9. Information in relation to the person subject to the notification obligation (please mark the

applicable box with an “X”)

Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuerxiii

X

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 entityxiv(please add additional rows as necessary)

Name xv

% 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

10. In case of proxy voting, please identify:

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 xvi

Place of completion

CHELMSFORD, ENGLAND

Date of completion

30/03/2020

TR-1: Sanderson Capital Partners Ltd – Standard form for notification of major holdings 

NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the FCA in Microsoft Word format if possible) i

1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached ii :

CATENAE INNOVATION PLC

1b. Please indicate if the issuer is a non-UK issuer  (please mark with an “X” if appropriate)

Non-UK issuer

2. Reason for the notification (please mark the appropriate box or boxes with an “X”)

An acquisition or disposal of voting rights

X

An acquisition or disposal of financial instruments

An event changing the breakdown of voting rights

Other (please specify)iii:

3. Details of person subject to the notification obligation iv

Name

Sanderson Capital Partners Ltd

City and country of registered office (if applicable)

London, England

4. Full name of shareholder(s) (if different from 3.) v

Name

City and country of registered office (if applicable)

5. Date on which the threshold was crossed or reached vi :

31/01/2020

6. Date on which issuer notified (DD/MM/YYYY):

30/03/2020

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 of issuer vii

Resulting situation on the date on which threshold was crossed or reached

7.42%

7.42%

107,263,017

Position of previous notification (if

applicable)

n/a

n/a

 

8. Notified details of the resulting situation on the date on which the threshold was crossed or reached viii

A: Voting rights attached to shares

Class/type of
shares

ISIN code (if possible)

Number of voting rights ix

% of voting rights

Direct

(Art 9 of Directive 2004/109/EC) (DTR5.1)

Indirect

(Art 10 of Directive 2004/109/EC) (DTR5.2.1)

Direct

(Art 9 of Directive 2004/109/EC) (DTR5.1)

Indirect

(Art 10 of Directive 2004/109/EC) (DTR5.2.1)

GB0033127910

7,954,545

7.42%

SUBTOTAL 8. A

7,954,545

7.42%

 

 

B 1: Financial Instruments according to Art. 13(1)(a) of Directive 2004/109/EC (DTR5.3.1.1 (a))

Type of financial instrument

Expiration
date
x

Exercise/
Conversion Period
xi

Number of voting rights that may be acquired if the instrument is

exercised/converted.

% of voting rights

SUBTOTAL 8. B 1

 

 

B 2: Financial Instruments with similar economic effect according to Art. 13(1)(b) of Directive 2004/109/EC (DTR5.3.1.1 (b))

Type of financial instrument

Expiration
date
x

Exercise/
Conversion Period
xi

Physical or cash

settlementxii

Number of voting rights

% of voting rights

 

 

SUBTOTAL 8.B.2

 

 

 

9. Information in relation to the person subject to the notification obligation (please mark the

applicable box with an “X”)

Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuerxiii

X

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 entityxiv(please add additional rows as necessary)

Name xv

% 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

10. In case of proxy voting, please identify:

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 xvi

Place of completion

LONDON, ENGLAND

Date of completion

30/03/2020

TR-1: Steven King – Standard form for notification of major holdings

NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the FCA in Microsoft Word format if possible) i

1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached ii :

CATENAE INNOVATION PLC

1b. Please indicate if the issuer is a non-UK issuer  (please mark with an “X” if appropriate)

Non-UK issuer

2. Reason for the notification (please mark the appropriate box or boxes with an “X”)

An acquisition or disposal of voting rights

X

An acquisition or disposal of financial instruments

An event changing the breakdown of voting rights

Other (please specify)iii:

3. Details of person subject to the notification obligation iv

Name

STEVEN JOHN KING

City and country of registered office (if applicable)

4. Full name of shareholder(s) (if different from 3.) v

Name

City and country of registered office (if applicable)

5. Date on which the threshold was crossed or reached vi :

31/01/2020

6. Date on which issuer notified (DD/MM/YYYY):

30/03/2020

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 of issuer vii

Resulting situation on the date on which threshold was crossed or reached

9.43%

0.60%

10.03%

107,263,017

Position of previous notification (if

applicable)

n/a

n/a

 

8. Notified details of the resulting situation on the date on which the threshold was crossed or reached viii

A: Voting rights attached to shares

Class/type of
shares

ISIN code (if possible)

Number of voting rights ix

% of voting rights

Direct

(Art 9 of Directive 2004/109/EC) (DTR5.1)

Indirect

(Art 10 of Directive 2004/109/EC) (DTR5.2.1)

Direct

(Art 9 of Directive 2004/109/EC) (DTR5.1)

Indirect

(Art 10 of Directive 2004/109/EC) (DTR5.2.1)

GB0033127910

 10,113,636

9.43%

SUBTOTAL 8. A

10, 113,636

9.43%

 

 

B 1: Financial Instruments according to Art. 13(1)(a) of Directive 2004/109/EC (DTR5.3.1.1 (a))

Type of financial instrument

Expiration
date
x

Exercise/
Conversion Period
xi

Number of voting rights that may be acquired if the instrument is

exercised/converted.

% of voting rights

SUBTOTAL 8. B 1

 

 

B 2: Financial Instruments with similar economic effect according to Art. 13(1)(b) of Directive 2004/109/EC (DTR5.3.1.1 (b))

Type of financial instrument

Expiration
date
x

Exercise/
Conversion Period
xi

Physical or cash

settlementxii

Number of voting rights

% of voting rights

Spread bet

Cash

 642,748

0.60%

 

 

SUBTOTAL 8.B.2

642,748

0.60%

 

 

 

9. Information in relation to the person subject to the notification obligation (please mark the

applicable box with an “X”)

Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuerxiii

X

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 entityxiv(please add additional rows as necessary)

Name xv

% 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

10. In case of proxy voting, please identify:

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 xvi

Place of completion

LONDON, ENGLAND

Date of completion

30/03/2020

Catenae Innovation #CTEA – Annual Report, Trading & COVID-19 Update

Catenae Innovation PLC (AIM: CTEA), the AIM quoted provider of digital media and technology, provides the following update in relation to its Annual Report and Accounts, Trading and COVID-19. 

Annual Report and Accounts

Due to the current COVID-19 outbreak, the Company will be unable to post its annual audited accounts to shareholders for the year to 30 September 2019 by the 31 March 2020 deadline pursuant to AIM Rule 18.

Further to the guidance provided by AIM Regulation in “Inside Aim” on 26 March 2020, the Company requested an additional period of up to three months to publish its annual audited accounts for the year ended 30 September 2019.

AIM Regulation has granted the extension, and therefore the Company will publish its annual audited accounts to 30 September 2019 by 30 June 2020.  Catenae has also applied for and been granted an extension to delay the filing of its audited annual accounts by Companies House until 30 June 2020. 

Trading and COVID-19 update

Catenae’s principal trading activity is providing services to clients operating in the Facilities Management sector along with customers, allied to football and rugby clubs, who offer local engagement services on behalf of local authorities.  All the Company’s products use Distributed Ledger Technology which provide clients with audit trails proving that contracted services are fulfilled.  The Company’s service mitigates risk as operative activities are geo-tagged and date and time stamped in an immutable form.

Given the Company’s recent corporate restructuring, unaudited accounts show a loss for the year to 30 September 2019 of £789,565 (2018: £1,106,788) on turnover of £102,549 (2018: £157,218).  Further to the announcements in December 2019 regarding trading performance and working capital requirements, the Company acknowledges that both sets of results are disappointing. Further cost-cutting measures have been implemented.  

The Company is closely monitoring the impact of the COVID-19 virus.  The wellbeing and safety of our staff is of primary importance.  Catenae’s workforce work remotely and the Company’s technology product continues to be used effectively with customers and partners.  This approach contributes to Company resilience in the current circumstances.

Catenae has previously announced that Brian Thompson and John Farthing will be appointed as directors to the Company, subject to regulatory approvals.  The Company anticipates that both these appointments will be made soon. 

Guy Meyer, Interim Chief Executive Officer, said:

“Following the corporate restructuring last year, the Board recognises that both of the results are disappointing.  However, we are pleased to report the new short term funding.  It is also encouraging in current market conditions that the Company shortly moves into the second year of a three-year contract with Charlton Athletic Community Trust. Catenae continues to innovate its products so that following the easing of restrictions and less economic uncertainty, the Company will be in a better position to compete. The Board also looks forward to Brian and John joining the Board in the near future adding their considerable wealth of experience and expertise.”

 

– Ends –

This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014. The person who arranged for release of this announcement on behalf of the Company was Guy Meyer, Interim Chief Executive Officer of the Company.

For further information please contact:

 

Catenae Innovation PLC

+44 (0)20 7929 7826

 

Guy Meyer, Interim Chief Executive Officer

 

 

Cairn Financial Advisers LLP (Nominated Adviser)

 

+44 (0)20 7213 0880

 

Liam Murray
Jo Turner

 

 

Turner Pope Investments (TPI) Limited Broker

 

+44 (0)20 3657 0050

 

Andrew Thacker

Zoe Alexander

 

 

 

Yellow Jersey PR (PR & IR)

 

+44 (0)20 3004 9512

 

Sarah Hollins
Annabel Atkins

 

Forward-Looking Statements

Certain statements made in this announcement are forward-looking statements. These forward-looking statements are not historical facts but rather are based on the Company’s current expectations, estimates, and projections about its industry; its beliefs; and assumptions. Words such as ‘anticipates,’ ‘expects,’ ‘intends,’ ‘plans,’ ‘believes,’ ‘seeks,’ ‘estimates,’ and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties, and other factors, some of which are beyond the Company’s control, are difficult to predict, and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements.

The Company cautions security holders and prospective security holders not to place undue reliance on these forward-looking statements, which reflect the view of the Company only as of the date of this announcement. The forward-looking statements made in this announcement relate only to events as of the date on which the statements are made. The Company will not undertake any obligation to release publicly any revisions or updates to these forward-looking statements to reflect events, circumstances, or unanticipated events occurring after the date of this announcement except as required by law or by any appropriate regulatory authority.

Catenae Innovation #CTEA – Working Capital Facility

Catenae Innovation PLC (AIM: CTEA), the AIM quoted provider of digital media and technology, is pleased to announce that it has entered into a loan facility agreement with B.T.I.C. Limited for an amount of £150,000 (“Loan Facility” or “Agreement”).  The Loan Facility will be used for the general working capital purposes of the Company.

The Loan Facility is unsecured and accrues interest at the rate of 11 per cent per annum and may be drawn down in three tranches commencing before 31 March 2020.  The Loan Facility is repayable by 25 March 2022. The Loan Facility may be converted into ordinary shares of the Company in the event of a reverse transaction at a price equivalent to the price the shares are re-admitted to trading.

The Loan Facility provides the Company with sufficient working capital until at least 30 June 2020.

B.T.I.C. Limited is a company controlled by Brian Thompson who has an interest over 31,129,781 shares in the Company, representing circa 29% of the Company’s issued share capital.  Under the AIM Rules Brian Thompson is a substantial shareholder and is therefore a related party.

The directors of the Company, who are all independent of the Agreement consider, having consulted with its nominated adviser, that the terms of the Agreement are fair and reasonable insofar as shareholders are concerned. 

Guy Meyer, Interim Chief Executive Officer commented: “I am pleased to report that new funding has been secured to support the Company’s working capital position in the short term.  We look forward to updating the market on future progress in due course.”

This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014. The person who arranged for release of this announcement on behalf of the Company was Guy Meyer, Interim Chief Executive Officer of the Company.

For further information please contact:

 

Catenae Innovation PLC

+44 (0)20 7929 7826

Guy Meyer, Interim Chief Executive Officer

 

Cairn Financial Advisers LLP (Nominated Adviser)

+44 (0)20 7213 0880

Liam Murray
Jo Turner

Turner Pope Investments (TPI) Limited (Broker)

+44 (0)20 3657 0050

Andrew Thacker

Zoe Alexander

 

 

Yellow Jersey PR (PR & IR)

+44 (0)20 3004 9512

Sarah Hollins
Annabel Atkins

 

Forward-Looking Statements

Certain statements made in this announcement are forward-looking statements. These forward-looking statements are not historical facts but rather are based on the Company’s current expectations, estimates, and projections about its industry; its beliefs; and assumptions. Words such as ‘anticipates,’ ‘expects,’ ‘intends,’ ‘plans,’ ‘believes,’ ‘seeks,’ ‘estimates,’ and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties, and other factors, some of which are beyond the Company’s control, are difficult to predict, and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. The Company cautions security holders and prospective security holders not to place undue reliance on these forward-looking statements, which reflect the view of the Company only as of the date of this announcement. The forward-looking statements made in this announcement relate only to events as of the date on which the statements are made. The Company will not undertake any obligation to release publicly any revisions or updates to these forward-looking statements to reflect events, circumstances, or unanticipated events occurring after the date of this announcement except as required by law or by any appropriate regulatory authority.

Catenae Innovation #CTAE – Subscription, conversion of existing liabilities, conditional issue of warrants and proposed directorate change

Following the recent announcements about the Company’s weak working capital position Catenae announces that it has issued 75,000,000 new ordinary shares in the Company by way of a subscription and conversion of existing liabilities in the Company.  The shares to be issued pursuant to the subscription and conversion will use the shareholder authorities granted at the general meeting held by the Company on 23 December 2019.

Subscription and conditional issue of warrants

The Company has raised £153,000 through the subscription (the “Subscription”) for 38,250,000 new ordinary shares (“Subscription Shares”) at a price of 0.4 pence per share (the “Subscription Price”).  The Subscription Shares are subject to a six-month lock-in expiring six months following their issue.  The Subscription Shares represent circa 35.7 per cent. of the enlarged share capital.

The Company has agreed, subject to shareholder approval at a forthcoming General Meeting of the Company, to issue each subscriber a warrant to subscribe for the same number of ordinary shares subscribed for in the Subscription (“Subscription Warrants”).  The Subscription Warrants are exercisable for a period of 2 years from issue at the Subscription Price. Subscription Warrants over 38,250,000 ordinary shares have been conditionally issued.

Guy Meyer, Interim CEO and a director of the Company, has subscribed for 2,000,000 (£8,000) shares in the Subscription and pursuant to the AIM Rules, is a related party transaction (the “Transaction”).  Independent Director, Kevin Everett, having consulted with the Company’s Nominated Adviser, believes that the terms of the Transaction are fair and reasonable insofar as shareholders are concerned.

Conversion and conditional issue of warrants

Certain of the Company’s creditors have agreed to convert their existing liabilities into ordinary shares (the “Conversion”).  Consequently the Company has issued 36,750,000 new ordinary shares at a price of 1.1p per share (the “Conversion Shares”) in order to settle aggregate liabilities of £404,250.  The Conversion Shares are subject to a six-month lock-in expiring 6 months following their issue.  The Conversion Shares represent circa 18.8 per cent. of the enlarged share capital.

The Conversion has the impact of strengthening the Company’s Balance Sheet and allows the Company to use its cash resources to fund current and potential trading opportunities.

The Company has conditionally agreed to grant warrants over 20,159,091 new ordinary shares to certain creditors in relation to the Conversion (“Conversion Warrants”).  The Conversion Warrants are exercisable for a period of 2 years from issue at the Subscription Price.  The issue of the Conversion Warrants is subject to shareholder authorities being granted at a forthcoming General Meeting of the Company.

Included in the Conversion detailed above is the issue of 1,158,3649 ordinary shares to Cloisters Capital LLP (“Cloisters” or “Cloisters’ Conversion”).  Cloisters is an entity controlled by John Farthing, Chief Financial Officer. Mr Farthing is not a director of the Company.  Mr Farthing is considered a PDMR (Person Discharging Management Responsibility).  The conversion is in relation to professional fees owed to Cloisters.  Further details of the issue are set out in a table at the end of this announcement.

The Cloisters’ Conversion is considered a related party transaction pursuant to the AIM Rules as Mr Farthing is a director of a joint venture of the Company.  The directors of the Company, having consulted with the Company’s nominated adviser, believe that the terms of the Cloisters’ Conversion are fair and reasonable insofar as shareholders are concerned.

Admission of Shares to Trading on AIM

Application has been made for the 75,000,000 new ordinary shares, constituting the Subscription Shares and the Conversion Shares, to be admitted to trading on AIM, which is expected to occur on or around 6 February 2020. The 75,000,000 new ordinary shares will rank pari passu with the existing ordinary shares.

Proposed Directorate Change

Brian William Thompson has subscribed for 25,000,000 new ordinary shares in the Subscription and, in addition, has been issued 5,681,818 Conversion Shares in relation to a creditor balance owed to him, which, when  aggregated with his existing holding in the Company, will represent circa 29.0 per cent of the enlarged issued share capital.

It is intended that, subject to the completion of normal regulatory due diligence, Mr Thompson will be appointed as a non-executive director of the Company.

Mr Thompson  is an entrepreneur and is the founder owner of Newcastle-based B.T.I.C.  Ltd, a successful business that has operated in the insurance industry since 1985. He is also a director of Third Eye Neurotech Ltd.

Further disclosure on Mr Thompson will be made in due course.

Working capital update

The Subscription and Conversion eases the Company’s immediate working capital position and provides the Company with funds to continue trading and meet its liabilities as they fall due in the short term.  The directors estimate that the Company will be likely to need to raise further funds by 31 March 2020. The Company will shortly convene a General Meeting seeking the requisite shareholder authorities to, inter alia, issue new shares.

The Company’s balance sheet has been further strengthened as a result of circa £130,000 payroll related liabilities having being waived.

The current directors have also reduced their remuneration to conserve the cash resources of the Company.

Following the Subscription, Conversion and waiver of payroll related liabilities as described above, the Company’s working capital position will still need to be carefully managed.

General Meeting

As stated above, the Company will be seeking the consent of shareholders at a General Meeting for, inter alia, renewed authorities for directors to be able to issue further shares and the grant of the Conversion Warrants.

Total voting rights

The Company’s total issued share capital prior to this announcement was 32,236,017 ordinary shares of 0.2p each.

Following the Subscription and Conversion described above the Company’s total issued share capital will comprise 107,236,017 ordinary shares.  The above figure may be used by shareholders as the denominator for 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 Disclosure and Transparency rules.

This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014. The person who arranged for release of this announcement on behalf of the Company was Guy Meyer (Interim Chief Executive Officer).

 

 

Catenae Innovation Plc

Guy Meyer

 

 

Tel: 020 7929 7826

Cairn Financial Advisers LLP, Nominated Adviser

Liam Murray / Jo Turner

 

Tel: 020 7213 0880

Turner Pope Investments (TPI) Limited Broker

Andrew Thacker / Zoe Alexander

Tel: 020 3657 0050

Yellow Jersey, PR & IR Adviser

Charles Goodwin

Tel: 020 3004 9512

 

Forward-Looking Statements

Certain statements made in this announcement are forward-looking statements. These forward-looking statements are not historical facts but rather are based on the Company’s current expectations, estimates, and projections about its industry; its beliefs; and assumptions. Words such as ‘anticipates,’ ‘expects,’ ‘intends,’ ‘plans,’ ‘believes,’ ‘seeks,’ ‘estimates,’ and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties, and other factors, some of which are beyond the Company’s control, are difficult to predict, and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. The Company cautions security holders and prospective security holders not to place undue reliance on these forward-looking statements, which reflect the view of the Company only as of the date of this announcement. The forward-looking statements made in this announcement relate only to events as of the date on which the statements are made. The Company will not undertake any obligation to release publicly any revisions or updates to these forward-looking statements to reflect events, circumstances, or unanticipated events occurring after the date of this announcement except as required by law or by any appropriate regulatory authority.

Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No. 596/2014

1

Details of the person discharging managerial responsibilities/person closely associated

a.

Name

(1)John Farthing

(2) Guy Meyer

2

Reason for notification

a.

Position/Status

(1) Chief Financial Officer

(2) Interim CEO

b.

Initial notification/

Amendment

Initial notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a.

Name

Catenae Innovation plc

b.

LEI

2138007I2D8YWPMSP544

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 0.2p each

 

GB00BKM6CG53

b.

Nature of the transaction

Issue of ordinary shares

c.

Price(s) and volume(s)

Price(s) per share

Volume(s)

(1) 1.1 pence

(2) 0.4 pence

 

(1) 1,158,369

(2) 2,000,000

 

 

d.

Aggregated information

 

– Aggregated Volume

 

– Price

 

 

(1) 1,158,364

(2) 2,000,000

 

(1) 1.1 pence

(2) 0.4 pence

 

e.

Date of the transaction

31 January 2020

f.

Place of the transaction

AIM

Catenae Innovation (CTEA) has signed a renewal agreement with Southend United Community and Educational Trust for “OnSide”.

Catenae (AIM:CTEA), the AIM quoted provider of digital media and technology, announces that, further to announcement 22 May 2019, it has signed a new agreement with Bradford City FC Community Foundation for “Onside”.

Additionally, further to the announcement made 22 October 2018, the Company has signed a renewal agreement with Southend United Community and Educational Trust for “OnSide”.

“OnSide” is a centralised management tool specifically developed for sports organisations.  It deals with all the key elements of community coaching from scheduling of staff and timesheet processing through to attendee management and reporting to internal and external stakeholders, all in a GDPR compliant platform.

Update

As announced on 6 December 2019, the Company has convened a General Meeting to be held at 11:00am on 23 December 2019, to be held at the offices of the Company’s recently appointed corporate lawyers, Goodman Derrick LLP, Fifth Floor, 10 St Bride Street, London EC4A 4AD.

A circular was posted to shareholders providing details of a proposed capital reorganisation and increase of authorisation to issue shares on a non pre-emptive basis.

The Company continues to carefully manage its working capital position and intends to raise further capital in the near future in order to underpin the next phase of development.  The capital reorganisation will facilitate a future fundraise.

Guy Meyer, Interim CEO stated:

“These contracts are a vote of confidence in the business, our product set and, in particular, the team of talented customer focused individuals who constantly innovate our offerings to meet the high expectations of our clients. The directors intend to place every effort into growing the Company and enhancing shareholder value over the next year.” 

This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014. The person who arranged for release of this announcement on behalf of the Company was Guy Meyer (Interim Chief Executive Officer).

For further information:

 

Catenae Innovation Plc

Guy Meyer

 

 

Tel: 020 7929 7826

Cairn Financial Advisers LLP, Nominated Adviser

Liam Murray / Jo Turner

 

Tel: 020 7213 0880

Turner Pope Investments (TPI) Limited, Broker

Andrew Thacker / Zoe Alexander

Tel: 020 3657 0050

 

Catenae Innovation (CTEA) – Trading Update

Catenae (AIM: CTEA), the AIM quoted provider of digital media and technology, announces that, following the announcement  released by the Company on 18 July 2019, despite its investment and sales initiative, revenue in the second half of its financial year will be below management expectations. The Company’s targeted sectors are depressed with a reluctance to commit to investment, especially in the wider context of the economic slow-down and current political uncertainty with regards to Brexit.

Consequently, losses for the year will be higher than expected. However, given the recent corporate restructuring and a resultant significant lowering of overheads, the Board is confident in the future of the business.

The Company continues to carefully manage its working capital position and will need to raise further capital in the near future. Further announcements will be made in due course. 

This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014. The person who arranged for release of this announcement on behalf of the Company was Guy Meyer, Interim Chief Executive Officer of the Company.

 

For further information:

  Catenae Innovation Plc

  Guy Meyer

Tel: 020 7929 7826

 

  Cairn Financial Advisers LLP, Nominated Adviser

  Liam Murray / Jo Turner

 

Tel: 020 7213 0880

 

  Turner Pope Investments (TPI) Limited, Broker

  Andrew Thacker

 

Tel: 020 3621 4120

 

 

 

Catenae Innovation (CTEA) Directorate Changes

Catenae Innovation (AIM: CTEA), the AIM quoted provider of digital media and technology, announces the resignation of Tony Sanders as a director of the Company and the appointment of Mr Anthony Flynn as a Non-Executive Director with immediate effect.

Resignation of Tony Sanders

Tony, who became Interim CEO in September 2017 and CEO in June 2018, has guided the Company through significant changes and developments, including the Company’s move into Blockchain technology.

Due to changes in personal circumstances, Tony feels he is unable to commit to continue as CEO and Chair of the Board. Nevertheless, he will maintain some ongoing involvement with the day to day business going forward, assisting in the promotion of the OnSuite product set and Blockchain products.

The Board would like to thank Tony for all his efforts and look forward to his continued support of the business.

Board Changes

Guy Meyer, Business Development Director, will take on the role of Interim CEO to lead the business through the next strategic phase of its development. The board also announces that Mr Kevin Everett takes on the role of Interim Non-Executive Chairman with immediate effect.  Kevin first joined the Board as a Non-Executive Director on 16 May 2013.

Appointment of Anthony Flynn

The board is pleased to announce that Mr Anthony Michael Flynn has been appointed as Non-Executive Director with immediate effect.

The appointment of Anthony Flynn significantly strengthens the capabilities of the board, as well as contributes to its enhanced corporate governance. Mr. Flynn worked at de Zoete & Bevan in their Brokerage division, then in 1986 became a Director of Equities at BZW in London and finally in 1998 as Founder & CEO he set up XBZ Ltd. – a successful boutique Derivatives and Brokerage firm.

XBZ specialised in providing advice, price discovery and the execution of pan European Equity Derivatives to Financial Institutional clients, Inter Dealer Brokers (IDB), large proprietary Traders and Hedge Funds. The firm was recognised as one of the major sources of volume in each derivative exchange.

Mr. Flynn completed the final disposal of his holdings in XBZ in 2015. In the intermediary years he has provided consultancy services to SMEs in various capacities covering structural, financial and corporate governance.

The following information is disclosed pursuant to Schedule 2(g) of the AIM Rules for Companies:

Anthony Michael Flynn, aged 59, does not hold any directorships nor partnerships and has not done so in the past 5 years.

Anthony Michael Flynn is beneficially interested in 31,079,661 ordinary shares, representing 0.95% of the Company’s issued ordinary share capital. Anthony Michael Flynn does not hold any options nor warrants of the Company’s ordinary shares.

There is no further information to be disclosed pursuant to Schedule Two, paragraph (g) of the AIM Rules for Companies.

This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014. The person who arranged for release of this announcement on behalf of the Company was Kevin Everett, Interim Non-Executive Chairman

For further information:

Catenae Innovation Plc
Guy Meyer
Tel: 020 7929 7826
 

Cairn Financial Advisers LLP, Nominated Adviser
Liam Murray / Jo Turner

Tel: 020 7213 0880

 

Turner Pope Investments (TPI) Limited, Broker
Andrew Thacker

Tel: 020 3621 4120

Catenae Innovation Plc (CTEA) Director’s Dealing

Catenae Innovation Plc (“Catenae” or the “Company”), the AIM quoted (AIM: CTEA) provider of digital media and technology, announces that it received a notification on 15 July 2019 that Tony Sanders, Chief Executive Officer of the Company, transferred his entire shareholding in the Company from his personal account to a SIPP account held in his own name for nil consideration.

Following the transfer, Tony Sanders remains interested in 105,787,499 ordinary shares in the Company representing 3.28% of the Company’s issued share capital.

This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014.

For further information:

Catenae Innovation Plc
Tony Sanders                                                                                   Tel: 020 7929 7826

Cairn Financial Advisers LLP, Nominated Adviser 
Liam Murray / Jo Turner / Ludovico Lazzaretti                               Tel: 020 7213 0880

Turner Pope Investments Limited, Broker
Andrew Thacker                                                                            Tel: 020 3621 4120

Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No. 596/2014
1 Details of the person discharging managerial responsibilities/person closely associated
a. Name Tony Sanders
2 Reason for notification
a. Position/Status Chief Executive Officer
b. Initial notification/
Amendment
Initial notification
3 Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a. Name Catenae Innovation plc
b. LEI 2138007I2D8YWPMSP544
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 0.1 pence eachISIN: GB0033127910
b. Nature of the transaction  Transfer of ordinary shares
c. Price(s) and volume(s)
Price(s) per share Volume(s)
Nil 105,787,499
d. Aggregated information

– Aggregated Volume

– Price

n/a
e. Date of the transaction 15 July 2019
f. Place of the transaction London Stock Exchange

 

5 uses of Blockchain that aren’t cryptocurrency

  • What is Blockchain
  • 5 alternative uses of Blockchain
  • Catenae Innovation: An agnostic tool

The global economy has been in the process of digitalisation since the 1960s. Previous digital technologies were used to improve business processes mainly by delivering the same results in a faster and safer manner.

Blockchain, however, presents us with something different from previous generations of technology — an exchange of value. This innovation has turned into a priority for business leaders across industries — especially in human resources, finance, and utilities.

According to a report from the International Data Corporation (IDC), Blockchain spending is anticipated to reach approximately 12 billion USD by 2022. Industry leaders have quickly realised the disruptive potential of the technology, recognising it as a game changer in many business use cases.

But what is blockchain?

Blockchain is a type of technology that records transactions to a digital ledger where they cannot be changed or altered. These records or blocks of information are linked using cryptography. The info on a blockchain is easily verifiable and open to the public. 

Blockchains are also decentralized, so the data is shared with all the computers on the network.

A number of applications are built on the blockchain. Blockchain applications provide a wide variety of solutions you need to improve your business. Keep reading to find out about some of its uses. 

5 uses of Blockchain that aren’t Cryptocurrencies 

1.) Human Resources

Human resources professionals are responsible for a complex range of interlinked tasks from extensive recruitment and hiring processes, to holiday scheduling. They work with executives on strategy planning and often handle training, benefits and compensation duties. In the process, a great deal of technology comes to play.

According to the Society for Human Resource Management, blockchain could be used to modernise hiring by enabling HR professionals to quickly verify the credentials provided by job candidates and even existing employees. In addition, the association predicts that blockchain can prevent third-party companies from providing inaccurate data about the candidates.

OnSite by Catenae Innovation integrates standard HR management tools with automated tools to manage Visas, Student working, etc. ensuring only appropriate personnel are available to work. Automated holiday booking / authorisation that links directly to the Resource schedule, ensuring everyone knows an individual’s whereabouts.

2.) Accounting and Payroll 

Accounting is a textbook example of a field that can profit from blockchain technology. Simply put, accounting is full of challenges — from the over-complex tax code to the paramount need for accuracy and precision. The blockchain can address all of these issues.

The transparency provided by the blockchain can decrease the time auditors spend sampling and validating transactions. By having more time at hand, auditors could focus on controls and other vital tasks.

Catenae’s product Onsite also has the capability to connect to virtually all accounting and reporting systems, improving your ability to process and create a secure financial picture in real-time, saving you valuable data-processing time. Automated timesheet process incorporated rates of pay provides simply Payroll processing.

3.) Remote workforce management

Managing a remote workforce, particularly during large scale events is an extremely challenging task. No matter how much prior planning is done, companies need to know that things are running smoothly and their workforce are in the right place at the right time.

Blockchain can help to streamline the running of a workforce during events, providing up to date information and allowing organisations more time to focus on improving their client service. 

For example, OnGuard is a management solution developed in conjunction with and specifically for man-guarding organisations. Providing real-time management of remote workforce with full operative auditing via geo-tagging and time-stamping, Integrated scheduling, timesheet management and incident reporting 

4.) Sports Coaching

Sports clubs can be responsible for the management of a great number of players, coaches and staff. 

From scheduling physios, tracking player progress and meeting health and safety requirements – sports clubs incorporate a vast number of tasks and processes that require much more than a pen and paper, if they’re to run smoothly and efficiently. 

OnSide is a centralised management tool specifically developed for sporting organisations that deals with all the key elements of coaching from scheduling of staff  and timesheet processing through to attendee management and reporting.

From coaching risk assessments, to outcome and diversity reporting and information sharing – OnSide improves sports clubs administration processes, increases efficiency and enhances the accuracy of data and reporting, saving clubs vital time and money.

5.) Legal Processes 

Practicing law is no longer just about communication and logical arguments. Technological literacy rapidly becomes the key to staying competitive in the field. Blockchain could be the gateway to enormous amounts of data which might enhance law firms’ ability to find hard evidence or contradictions in the case.

Smart contracts could also come to play, enabling automatic transfers of assets once certain conditions are met. Disputes could be resolved directly and very efficiently, saving judges, lawyers, and clients a lot of time and you lots of money. Blockchain could also bring an end of the escrow accounts, where legal firms hold the money until the previously specified conditions are met.

Smart contracts essentially ensure all parties in the agreement do what they are supposed to. These self-automated programs run without downtime and without the interference of external parties. They’re a fantastic tool for when you are forced to do business with jerks, people you don’t trust, or people you simply don’t know.

Blockchain: An agnostic tool

All in all, Blockchain is a fantastic and truly diverse tool that can be employed in a vast range of sectors, and companies. 

A point that AIM listed Catenae Innovation (AIM:CTEA) are looking to exemplify. Their product Sequestrum is truly universal application. Whether as a standalone repository for the storage of Copyright material or as a fully integrated blockchain portal, Sequestrum simplifies access to the blockchain, enabling it to be used for ‘Real World’ Solutions.

It is agnostic in terms of both the applications it provides blockchain capabilities too, as well as the actual blockchain platform it is communicating with – providing real choice for our clients.

By Harry Dacres-Dixon

Catenae Innovation #CTEA – Half Yearly Report

Catenae Innovation Plc (“Catenae” or the “Company”), the AIM quoted (AIM: CTEA) provider of digital media and technology, announces its half yearly report for the six months ended 31 March 2019.

HIGHLIGHTS

  • OnSuite Proof of Concept agreements converted into Contracts
  • Sequestrum (Blockchain) product launched as both standalone product and integrated into existing product ranges
  • Expansion to business sectors outside of Football, including Buildings and Facilities Management, Charities and Rugby
  • Post period end, a Head of Sales appointed along side a lead generating marketing partner

Tony Sanders, Chief Executive, said:

“The six months under review have seen further progress of the cost reduction exercise combined with growth in the sales of the OnSuite products (i.e. OnSite, OnGuard and OnSide). The Company is now in a position where it is taking advantage of the existing product suite as well as continuing to look at opportunities to expand into new sectors and diversify its revenue streams.”

This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014.

For further information:

Catenae Innovation Plc
Tony Sanders                                                                                                        Tel: 020 7929 7826

Cairn Financial Advisers LLP, Nominated Adviser    
Liam Murray / Jo Turner / Ludovico Lazzaretti                                                      Tel: 020 7213 0880

Alexander David Securities Limited, Joint Broker
David Scott / James Dewhurst                                                                              Tel: 020 7448 9820

Turner Pope Investments Limited, Joint Broker
Andrew Thacker                                                                                                    Tel: 020 3621 4120

CHIEF EXECUTIVE’S STATEMENT

This period has seen further progress of the cost reduction exercise combined with year-on-year growth in the sales for the same H1 period of the OnSuite products (i.e. OnSite, OnGuard and OnSide). The team is now in place to take the revenue generating sections of the business forward to create positive value.

Contracts
In December 2018, STM Security UK Ltd signed a contract for OnGuard Plus (OnGuard incorporating Sequestrum), which provides increased visibility and proof of work for their man-guarding sector. This was followed in January 2019 with the launch of OnSite (incorporating Sequestrum, the Company’s proprietary distributed ledger technology), an inspection and auditing tool that utilises blockchain to provide immutable records and proof of work for digital inspections. The first such contract was signed in January 2019 with Firedoor Guardian Ltd for use in their fire door inspection service. The value of this contract proved that the market will pay for ‘best in class’ products.

As previously announced, we have also seen an increasing number of contracts being signed following successful proof of concept agreements. The Company has continued to target the football sector with its OnSide product and has signed a number of contracts as well as continuing to carry out proof of concept agreements with new clubs. In January 2019, the first non-football proof of concept agreement for OnSide was signed with the Harlequins Foundation the community arm of Harlequins Rugby, taking the product into the Rugby sector, and post year-end agreed a contract with a Charity organisation that has no link to football or sport in general.

In addition, the Company has integrated Sequestrum, Catenae’s distributed ledger technology (blockchain), into its core product suite, providing clients with the ability to store critical and regulatory reports in an immutable form within the Sequestrum repository, providing auditable proof of both the existence of the report as well as its original content.

Sales Team
Post period end, in May 2019, the Board announced the appointment of a Head of Sales. One of his first actions has been the appointment of a leading marketing partner to engage targeted organisations focused upon the core sectors for the OnSuite products. Although in its early stages, we are already seeing an increase in pipeline activity and appointments with potential new customers.

Trust in Media Joint Venture
As announceed on 26 March 2018,  the Company entered into a Joint Venture (“JV”) with Martin Heath and that JV would trade as Trust in Media Ltd. The board has now taken steps to place Trust in Media Ltd into liquidation as that venture has not performed as expected. The purpose of the JV was to produce payment processing, copyright and intellectual property solutions, initially within the Media industry, utilising a combination of private and public blockchain technologies including Catenae’s Sequestrum.

Funding
The Board has continued to review the expenditure of the business to ensure that the appropriate resources are in place to allow the Company to focus on marketing and selling the products that are now developed. In addition, the Board has continued to manage the balance sheet with net liabilities reduced to £399,980 (30 Sept 2018: £891,929).

During the period, the Company raised funds through the issue of shares to support the development of the business. The Company raised £995,000 cash and settled £95,055 of services through the issue of shares. The Company continues to carefully manage its working capital position and is currently considering a number of funding opportunities. Further announcements will be made in due course.

Outlook
The board is also looking to further strengthen its capabilities and expects to announce changes in due course.

The Company is now in a position where it is taking advantage of the existing product suite and is seeing growth in terms of potential pipeline and converted sales. The Company continues to look at opportunities that enable it to expand its reach into new sectors and to significantly increase its growth.

Tony Sanders
Chief Executive Officer

STATEMENT OF COMPREHENSIVE INCOME

  Unaudited
six months ended 
31 March 
2019 

£

Unaudited 
six months ended 
31 March 
2018

£

Audited year 
ended 
30 Sept 
2018 

£

 

Revenue

68,857

10,372

 

157,218

 

Cost of sales

 

Gross profit

 

68,857

 

10,372

 

157,218

Administrative expenses

(572,134)

(562,451)

(1,282,027)

 
  (572,134) (562,451) (1,282,027)
 

Loss from operations

 

(503,277)

 

(552,079)

 

(1,124,809)

 

Net Finance income/(expense)

44

11

(2,460)

 
 

Loss before taxation

 

(503,233)

 

(552,068)

 

(1,127,269)

 

Taxation credit

20,481

Total comprehensive loss for the year

 

(503,233)

 

(552,068)

(1,106,788)

   
Attributable to equity shareholders of the parent  

(503,233)

 

(552,068)

 

(1,106,788)

 

Total basic and diluted loss per share

 

(0.04)

 

(0.05)

 

(0.06)

There were no comprehensive income and expense items (2018: nil) other than those reflected in the above income statement. All results relate to continuing activities.

STATEMENT OF FINANCIAL POSITION

Note Unaudited
six months
ended
31 March 
2019

 

£

Unaudited
six months
ended
31 March 
2018

 

£

Audited
year
ended
30 Sept 
2018

 

£

Non-current assets      
Intangible assets 11 11 11
11 11 11
 

Current assets

Trade and other receivables 101,394 42,439 48,864
Cash and cash equivalents 319,146 125,846 49,105
420,540 168,285 97,969
Current liabilities
Trade and other payables (651,530) (741,025) (674,247)
Interest-bearing loans (169,001) (158,300) (315,662)
(820,531) (899,325) (989,909)
     
Net Liabilities (399,980) (731,029) (891,929)

Capital and reserves attributable to equity holders of the company

Share capital  4  3,173,601  1,925,435  2,078,601
Share premium account 17,068,371 18,124,709 16,999,644
Shares to be issued 18,700 50,000 187,245
Share reserve (83,333) (1,250,000) (83,333)
Merger reserve 11,119,585 11,119,585 11,119,585
Capital Redemption Reserve 2,732,904 2,732,904 2,732,904
Retained losses (34,429,808) (33,433,662) (33,926,575)
Total Equity (399,980)  
(731,029)
 
(891,929)

STATEMENT OF CASH FLOWS

Unaudited
six months
ended
31 March 2019

£

Unaudited
six months
ended
31 March 2018

£

Audited
year
ended
30 Sept 2018

£

Loss for the period

 

(503,233)

 

(552,068)

 

(1,106,788)

Adjustments for:
Net bank and other interest (income) / charges (44)  2,121  2,460
Issue of share options / warrant charge 6,318 68,126
Services settled by the issue of shares 63,782 38,000 317,513
 

Net (loss) before changes in working capital

 (439,495)

 

 (505,629)

 

 (718,689)

(Increase) / decrease in trade and other receivables  (52,530)  34,699  28,272
(Decrease) / increase in trade and other
payables
 (22,720)  (321,816)  (411,961)

Cash from operations

 

(514,745)

 

(792,746)

 

(1,102,378)

Interest received

44

11

15

Interest paid (2,475)
Net cash flows from operating activities  (514,701) (792,735)  (1,104,838)
 

Investing activities

     
Investment in joint venture (10) (10)
Net cash flows from investing activities    (10)  (10)

Financing Activities

 
Issue of ordinary share capital 931,403 305,000 381,500
Repayment of loan (210,842) (241,227) (375,090)
New loans raised 64,181 105,000 397,725
Net cash flows from financing activities  784,742  168,773  404,135

Net increase / (decrease) in cash

270,041

(623,972)

(700,713)

Cash and cash equivalents at beginning of period  49,105  749,818  749,818
Cash and cash equivalents at end of period  319,146  125,846  49,105

STATEMENT OF CHANGES IN EQUITY

  Share Capital Share Premium Shares to be issued Other reserves Retained losses Total Equity
  £ £ £ £ £ £
Balance at 31 March 2018  1,925,435  18,124,709  50,000  12,602,489  (33,433,662)  (731,029)
Loss for the period  –  –  –  –  (554,720)  (554,720)
Conclusion of defaulting shares issue  –  (1,166,667)  –  1,166,667  –  –
Share issue agreed in advance  –  –  137,245  –  –  137,245
Share capital issued  153,166  41,602  –  –  194,768
Share options charge  –  –  –  –  61,807  61,807
Balance at 30 Sept 2018  2,078,601  16,999,644  187,245  13,769,156  (33,926,575)  (891,929)
Loss for the period  –  –  –  –  (503,233)  (503,233)
Share issue agreed in advance  –  –  (168,545)  –  –  (168,545)
Share capital issued  1,095,000  68,727  –  –  –  1,163,727
Share options charge  –  –  –  –
Balance at 31 March 2019  3,173,601  17,068,371  18,700  13,769,156  (34,429,808)  (399,980)

NOTES TO THE HALF YEARLY REPORT

1.                   General information

The principal activity of Catenae Innovation Plc (“Catenae” or “the Company”) is the provision of digital media and technology.

Catenae is incorporated in the United Kingdom with registration number 4689130. Catenae is domiciled in the United Kingdom and has its registered office at 27 Old Gloucester Street, London WC1N 3AX, and this is its principal place of business for the Company is 199 Bishopsgate, London
EC2M 3TY.

Catenae’s shares are quoted on the AIM market of the London Stock Exchange.

Catenae’s financial statements are presented in Pounds Sterling (£).

This financial information has been approved for issue by the Board of Directors on 27 June 2019.

2.                   Basis of preparation

The financial information in the half yearly report has been prepared using the recognition and measurement principles of International Accounting Standards, International Financial Reporting Standards and Interpretations adopted for use in the European Union (collectively Adopted IFRSs). The principal accounting policies used in preparing the half yearly report are those the Company expects to apply in its financial statements for the year ending 30 September 2019 and are unchanged from those disclosed in the Directors’ Report and financial statements for the year ended 30 September 2018.

The financial information for the six months ended 31 March 2019 and the six months ended 31 March 2018 is unaudited and does not constitute the Company’s statutory financial statements for those periods. The comparative financial information for the full year ended 30 September 2018 has, however, been derived from the audited statutory financial statements for that period. A copy of those statutory financial statements has been delivered to the Registrar of Companies.

While the financial figures included in this half-yearly report have been computed in accordance with IFRSs applicable to interim periods, this half-yearly report does not contain sufficient information to constitute an interim financial report as that term is defined in IAS 34.

Going concern

As stated in the accounts for the year to 30 September 2018, the future business model of the Company is based around the generation of sustainable revenues and profits through strategic partnerships and internal projects. As described in the Chief Executive’s statement, progress has been and continues to be made to develop the Company’s activities and associated revenues. However, as also noted in the 30 September 2018 accounts, the Company needs to raise further funds from the placing of shares or through other means, whilst the revenues and profits from these solutions are fully developed.

During the period the Company has raised funds of £995,000 through the issuing of shares for cash and settled £95,055 of services through the issue of shares.

In line with the plans and projections prepared by the Board, the Company’s activities continue to build, however in accordance with those plans, in the short term the Company needs to continue to raise funds from a combination of trading and placement of shares to fund its activities.

3.                   Loss per share

The calculation of the basic loss per share is based on the loss attributable to ordinary shareholders divided by the average weighted number of shares in issue during the period. The calculation of diluted loss per share is based on the basic loss per share, adjusted to allow for the issue of shares and the post tax effect of dividends and interest, on the assumed conversion of all other dilutive options and other potential ordinary shares.

There were 162,702,116 share options and 110,931,460 share warrants outstanding at 31 March 2019 (2018: 163,213,116 and 385,098,130), however the figures have not been adjusted to reflect conversion of these share options as the effects would be anti-dilutive.

Loss for 6 months to 
31 March 2019
£
Weighted average number of shares Per share amount
(pence)
Loss for 6 months to 
31 March 2018
£
Weighted average number of shares Per share amount
(pence)
(503,233) 1,321,073,786 (0.04) (552,068) 1,120,104,463 (0.05)

4.                   Share Capital

    31 March
2019
  30 Sept
2018
Number £ Number £
Allotted, called up and fully paid
Ordinary shares of 0.1p 3,173,601,652 3,173,601 2,078,601,652 2,078,601
3,173,601,652 3,173,601 2,078,601,652  2,078,601

On 7 November 2018, the Company issued 500,000,000 ordinary shares at a price of 0.12 pence per share for a cash consideration of £524,945 and for settlement of outstanding trade payables of £75,055.

On 5 March 2019, the Company issued 595,000,000 ordinary shares at a price of 0.10 pence per share for a cash consideration of £575,000 and for the settlement of outstanding trade payables of £20,000.

5.             Availability of the Half Yearly Report

Copies of the half yearly report are available to shareholders on the Company’s website at www.catenaeinnovation.com and from the Company’s trading address: 199 Bishopsgate, London EC2M 3TY.

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