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Quetzal Capital Plc - £3m Conditional Fundraising

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THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY QUETZAL CAPITAL PLC TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER REGULATION 11 OF THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS 2019/310 (AS AMENDED). ON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

10 March 2021

Quetzal Capital Plc

(“Quetzal Capital” or the “Company”)

Fundraising of £3m at 4 pence per share

Issue of Placing Warrants at 8 pence per share to raise a potential further £3m

Director Options

Fundraising

The Company is pleased to announce that it has conditionally raised gross proceeds of £3,000,000 (3 million) through the placing of 75,000,000 Ordinary Shares of 0.1p each, at a price of 4p per share (the “Placing”). The Placing was oversubscribed and includes new and existing investors, including entrepreneur Chris Akers, who has subscribed for a further 5,000,000 shares at the placing price so that his aggregate holding will be 13,839,286 shares, representing 8.1% of the Company’s issued share capital, on completion of the Placing. The Placing is conditional on resolutions being approved by the Company’s shareholders at a General Meeting to be held in the near future (the “General Meeting”). The resolutions will relate solely to the Directors’ authority to issue new Ordinary shares. Peterhouse acted as corporate broker to the Placing.

Both Directors of the Company, John Taylor and Simon Grant-Rennick, have participated in the Placing, with John Taylor having subscribed for 250,000 placing shares, and Simon Grant-Rennick having subscribed for 358,938 placing shares. Following the Placing, Simon Grant-Rennick will have an interest in an aggregate amount of 11,549,414 shares in the Company representing some 6.75% of the issued share capital. John Taylor will have a holding of 2,750,000 shares in aggregate representing around 1.61% of the enlarged share capital.

Placees will be granted 1 warrant for every 2 placing shares being subscribed for (the “Placing Warrants”). Each warrant will give the holder the right to subscribe for one new Ordinary share in the Company at a price of 8p per share and will expire on 31 December 2022. Conditional on admission of the Placing shares, a total of 37,500,000 Placing Warrants will be issued to placees.

The Company will issue a circular to shareholders in the coming days and will seek to hold a General Meeting on or around 1 April 2021. Conditional on the outcome of the General Meeting, application will be made to admit the Placing Shares to trading on the AQSE Growth Market, which is expected to occur on or about 7 April 2021.

Award of Director Options

The Board has provisionally awarded Director options to the Current Directors of the Company (the “Director Options”). The award of these is also conditional on the approval of the resolutions at the forthcoming General Meeting. The details of the option award and associated conditions are outlined below, with 75% of the Director options not vesting for 6 months from the date of award.

Awarded to

Options at 6p

Options at 8p

Options at 10p

Vesting Conditions

Expiry Date

Simon Grant-Rennick

150,000

150,000

150,000

25% vest on grant date. 75% vest 6 months from grant date

2 years from Grant

John Taylor

150,000

150,000

150,000

25% vest on grant date. 75% vest 6 months from grant date

2 years from Grant

Total Voting Rights

Following the issue of 75,000,000 placing shares, conditional on the outcome of the resolutions at the forthcoming General Meeting, the Company will have 171,187,401 ordinary shares in issue.

The above figure of 171,187,401 Ordinary Shares may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the Financial Conduct Authority's Disclosure and Transparency Rules.

Simon Grant-Rennick, Executive Chairman, said:

“We are delighted to have concluded this further conditional placing. The new funds will ensure that the Company is in a very strong position to seize opportunities for investment or indeed to act as a Reverse Takeover vehicle of choice. Our new shareholder network has opened up strong routes to deals and the Board will be busy evaluating these in the short term. I look forward to updating our shareholders on progress in due course.”

The Directors of the Company take responsibility for the contents of this announcement.

Enquiries:

Quetzal Capital Plc
Simon Grant-Rennick: +44 7973 253 124

AQSE Growth Market Corporate Adviser
Peterhouse Capital Limited

Guy Miller / Allie Feuerlein
Tel: +44 (0) 207 469 0930