Schedule One - Catena Group PLC

Source: RNS
RNS Number : 0859W
AIM
21 April 2021
 

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")


COMPANY NAME:

 

Catena Group plc - to be renamed Insig AI plc from Admission (subject to shareholder approval)

 

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES):

 

30 City Road, London, EC1Y 2AB 

 

COUNTRY OF INCORPORATION:

 

England and Wales

 

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

 

Current: www.catenagroup.co.uk

 

From Admission: www.insg.ai  10 May 2021

 

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY).  IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

 

Catena Group plc ("Catena") is a UK-based AIM-listed holding company, which is focused on acquiring and growing businesses operating in high performing industries.

In line with this strategy, on 4 March 2020, Catena acquired a 9.1 per cent. interest in the ordinary share capital of Insight Capital Partners Limited ("Insight"). On 3 September 2020, the Company announced that discussions had commenced with respect to Catena potentially acquiring the balance of the issued share capital of Insight (the "Proposed Acquisition").

Insight, which is based in the UK, is a data science and machine learning solutions company that provides bespoke web-based applications, advanced analytical tools and modern technology infrastructure to make machine learning accessible to investment professionals. Insight has developed five products specifically aimed at accelerating an asset manager's data science and machine learning strategy.

Pursuant to Rule 14 of the AIM Rules for Companies, the Proposed Acquisition constitutes a reverse takeover. Shareholder approval for the Proposed Acquisition is being sought at a general meeting convened for 7 May 2021.

 

In conjunction with the Proposed Acquisition, a resolution will be put to shareholders at the general meeting to approve a change in the Company's name to Insig AI plc.

 

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

 

Between 92,023,423 and 99,145,399 ordinary shares of 1 pence each ("Ordinary Shares"), comprising:

 

-     42,661,638 existing Ordinary Shares

-     9,172,375 Ordinary Shares to be issued at 67p per share pursuant to the placing

-     Between 38,189,410 and 45,311,386 Ordinary Shares to be issued at 59p per share pursuant to the Proposed Acquisition (the "Consideration Shares")

-     2,000,000 Ordinary Shares to be issued in respect of a convertible loan note on completion of the Proposed Acquisition

 

The actual number of Consideration Shares will only become known once the Insight option holders exercise their rights to receive between 6,611,179 Consideration Shares and £301,370 cash, and 7,121,976 and £nil cash. To the extent that any of the Insight option holders do not exercise their rights, then they will not receive any Consideration Shares This will be confirmed by close of business on 7 May 2021

 

No shares are held in treasury

 

CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

 

Capital to be raised on Admission approximately £6.1 million pursuant to the placing

 

Anticipated market capitalisation on admission to AIM: approximately £66.4 million (based on the placing price and assuming the Insight option holders exercise their rights to receive the maximum entitlement to Consideration Shares and £nil cash)

 

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

 

Between 49.4% and 51.8% depending on the extent to which any Insight option holders (i) allow their options to lapse or (ii) exercise their rights to receive the maximum entitlement to Consideration Shares and £nil cash

 

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED:

 

None

 

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

 

Matthew Todd Farnum-Schneider (Executive Chairman)

 

Steven (Steve) Wallace Cracknell (Chief Executive Officer)

 

Warren Paul Pearson (Chief Technical Officer)

 

John Christopher Murray (Independent Non-Executive Director)

 

Peter Lee Rutter (Independent Non-Executive Director)

 

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

 


Before Admission

Following Admission


Shares held

%

Shares held

%1

%2

Richard Bernstein

 11,721,000

27.5

11,821,000

11.9

12.8

David Kyte

   2,567,547

6.0

2,900,880

2.9

3.2

Richard Owen

   2,694,672

6.3

2,694,672

2.7

2.9

Carole Rowan

  2,000,000

4.7

2,000,000

2.0

2.2

Schroders & Co Bank AG

  2,000,000

4.7

2,000,000

2.0

2.2

Steven (Steve) Cracknell

-

-

10,818,293

10.9

11.8

Nikhil Srinivasan

-

-

7,599,936

7.7

8.3

Mark Woodhouse

-

-

5,048,537

5.1

5.5

Anna Mann

-

-

5,438,600

5.5

5.9

Warren Pearson

-

-

4,808,131

4.8

5.2

 

1. Assuming the Insight option holders exercise their rights to receive the maximum entitlement to Consideration Shares

2. Assuming the Insight option holders allow their options to lapse and therefore receive no Consideration Shares

 

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

 

None

 

(i)         ANTICIPATED ACCOUNTING REFERENCE DATE

(ii)        DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)

(iii)       DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

 

(i)         31 March

 

(ii)  With respect to Insight Capital Partners Limited, 30 September 2020 (audited interim information)

 

With respect to Catena Group plc, in accordance with AIM Rule 28, no historical financial information is provided in the admission document

(iii)  30 September 2021 (audited financial information for the year ending 31 March 2021)

 

            31 December 2021 (unaudited interims for the six months ending 30 September 2021)

 

            30 September 2022 (audited financial information for the year ending 31 March 2022)

 

EXPECTED ADMISSION DATE:

 

10 May 2021

 

NAME AND ADDRESS OF NOMINATED ADVISER:

 

Zeus Capital Ltd

82 King Street

Manchester

M2 4WQ

 

10 Old Burlington Street

London

W1S 3AG

 

NAME AND ADDRESS OF BROKER:

 

Zeus Capital Ltd

10 Old Burlington Street

London

W1S 3AG

 

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

 

A copy of the admission document containing full details about Catena Group plc and Insight Capital Partners Limited and the admission of Catena Group plc's securities will be available on the Company's website www.catenagroup.co.uk

 

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

 

QCA Corporate Governance Code

 

DATE OF NOTIFICATION:

 

21 April 2021

 

NEW/ UPDATE:

 

New

 

 

 

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