The information contained within this
announcement is deemed by the Company to constitute inside
information as stipulated under the Market Abuse Regulation (EU)
No. 596/2014 as it forms part of UK domestic law by virtue of the
European Union (Withdrawal) Act 2018 ("MAR")
5/07/2024
Valereum Plc
("Valereum" or the "Company")
Completion of £2 million
Subscription
Exercise of Warrants and
Options
Directors' Dealing
Valereum Plc (AQSE: VLRM) is pleased to
announce it has concluded the raise of £2 million from its
Chairman, James Formolli, through the issuance of 55,411,752 new
ordinary shares of £0.001 each in the capital of the Company (the
"Subscription Shares") at
£0.036 per Subscription Share (the "Subscription Price") with no warrants
attached (the "Subscription") and the issuance of
15,000,000 GATE Tokens - VLRM's utility token.
As announced previously, the proceeds of the
raise will be used to fund Valereum's growth across its VLRM
Markets, Technology and Capital verticals. In addition, the
proceeds will be used to expand the utility of GATE Token across
the VLRM ecosystem and to extinguish its remaining loan, following
which, there will be no outstanding loan liabilities.
Exercise of
Warrants and Options
The Company also announces that options and
warrants have been exercised over a total of 6,757,692 ordinary
shares of £0.001 each for total proceeds of £9,458, comprising
4,807,692 ordinary shares for James Formolli (Chairman), 825,000
ordinary shares for Peter Sekhon (Investor Relations Director),
825,000 ordinary shares for Karl Moss (CFO) and 300,000 ordinary
shares for a service provider.
On completion of the Subscription and exercise
of warrants, James Formolli's shareholding is expected to increase
to 41.34%.
Rule 4.6
Statement - Related Party
Transactions
In relation to James Formolli's subscription,
the Directors (other than James Formolli) confirm that, having
exercised reasonable care, skill and diligence, the related party
transaction is fair and reasonable as far as the shareholders of
the issuer are concerned.
Admission
Application will be made for the listing of the
new Ordinary Shares, which will rank pari passu with the existing Ordinary Shares in issue, to be admitted to
trading on the AQSE Growth Market ("Admission"). Dealings are
expected to commence on or about 10 July 2024 and the issue is
subject only to Admission.
Total voting
rights
Following the subscription and
exercises of warrants and options, the Company's total number of
Ordinary Shares in issue will be 171,332,349. This figure may be used by shareholders as the
denominator for the calculation to determine if they are required
to notify the Company of their interest in, or a change to their
interest in, the Company's securities pursuant to the Company's
Articles.
For further information, please contact as
follows:
Enquiries:
Valereum
Plc
James Formolli, Chairman
Tel: +971 4584 6284
Stanford
Capital
Partners
Tel: 023 3650 3650
Bob Pountney
Patrick Claridge
First Sentinel
Corporate Finance
AQSE Corporate Adviser
Brian Stockbridge
Tel: +44 20 3855 5551
Further updates to follow in due
course.
The Directors of the Company accept
responsibility for the contents of this announcement.
For more information, please visit the Company's
website at www.vlrm.com
NOTIFICATION
OF TRANSACTIONS OF DIRECTORS, PERSONS DISCHARGING MANAGERIAL
RESPONSIBILITIES OR CONNECTED PERSONS
|
|
1.
|
Details of the
person discharging managerial responsibilities / person closely
associated
|
|
|
a)
|
Name
|
James Formolli
|
|
|
2.
|
Reason for the
Notification
|
|
|
a)
|
Position/status
|
Chairman
|
|
|
b)
|
Initial notification / Amendment
|
Initial notification
|
|
|
3.
|
Details of the
issuer, emission allowance market participant, auction platform,
auctioneer or auction monitor
|
|
|
a)
|
Name
|
Valereum Plc
|
|
|
b)
|
LEI
|
213800EJ8BFEQQ9POX79
|
|
|
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
|
Ordinary shares of 0.1p each
|
|
|
|
Identification Code
|
GI000A2P2W41
|
|
|
b)
|
Nature of the transaction
|
Subscription of ordinary shares
|
|
|
c)
|
Price(s) and volume(s)
|
|
Price
|
Volume
|
|
£0.036 per Ordinary Share
|
55,411,752 Ordinary Shares
|
|
|
|
d)
|
Aggregated information:
· Aggregated volume
· Price
|
Single transaction, see details in item (c)
above
|
|
|
e)
|
Date of the transaction
|
4 July 2024
|
|
|
f)
|
Place of the Transaction
|
Outside a trading venue
|
|
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
|
Ordinary shares of 0.1p each
|
|
|
Identification Code
|
GI000A2P2W41
|
|
b)
|
Nature of the transaction
|
Exercise of warrants
|
|
c)
|
Price(s) and volume(s)
|
|
Price
|
Volume
|
|
£0.001
per Ordinary Share
|
4,807,692 Ordinary Shares
|
|
|
d)
|
Aggregated information:
· Aggregated volume
· Price
|
Single transaction, see details in item (c)
above
|
|
e)
|
Date of the transaction
|
4 July 2024
|
|
f)
|
Place of the Transaction
|
Outside a trading venue
|
|
|
|
| |
|
1.
|
Details of the
person discharging managerial responsibilities / person closely
associated
|
|
a)
|
Name
|
Peter Sekhon
|
|
2.
|
Reason for the
Notification
|
|
a)
|
Position/status
|
Investor Relations
Director
|
|
b)
|
Initial notification / Amendment
|
Initial notification
|
|
3.
|
Details of the
issuer, emission allowance market participant, auction platform,
auctioneer or auction monitor
|
|
a)
|
Name
|
Valereum Plc
|
|
b)
|
LEI
|
213800EJ8BFEQQ9POX79
|
|
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
|
Ordinary shares of 0.1p each
|
|
|
Identification Code
|
GI000A2P2W41
|
|
b)
|
Nature of the transaction
|
Exercise of warrants
|
|
c)
|
Price(s) and volume(s)
|
|
Price
|
Volume
|
|
£0.001
per Ordinary Share
|
825,000 Ordinary Shares
|
|
|
d)
|
Aggregated information:
· Aggregated volume
· Price
|
Single transaction, see details in item (c)
above
|
|
e)
|
Date of the transaction
|
4 July 2024
|
|
f)
|
Place of the Transaction
|
Outside a trading venue
|
|
1.
|
Details of the
person discharging managerial responsibilities / person closely
associated
|
|
a)
|
Name
|
Karl Moss
|
|
2.
|
Reason for the
Notification
|
|
a)
|
Position/status
|
Chief Financial Officer
|
|
b)
|
Initial notification / Amendment
|
Initial notification
|
|
3.
|
Details of the
issuer, emission allowance market participant, auction platform,
auctioneer or auction monitor
|
|
a)
|
Name
|
Valereum Plc
|
|
b)
|
LEI
|
213800EJ8BFEQQ9POX79
|
|
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
|
Ordinary shares of 0.1p each
|
|
|
Identification Code
|
GI000A2P2W41
|
|
b)
|
Nature of the transaction
|
Exercise of warrants
|
|
c)
|
Price(s) and volume(s)
|
|
Price
|
Volume
|
|
£0.001
per Ordinary Share
|
825,000 Ordinary Shares
|
|
|
d)
|
Aggregated information:
· Aggregated volume
· Price
|
Single transaction, see details in item (c)
above
|
|
e)
|
Date of the transaction
|
4 July 2024
|
|
f)
|
Place of the Transaction
|
Outside a trading venue
|
TR-1:
Standard form for
notification of major holdings
|
1a. Identity of
the issuer or the underlying issuer of existing shares to which
voting rights are attached
ii:
|
Valereum
Plc
|
|
1b.
Please indicate if the issuer is a non-UK
issuer (please mark with an
"X" if appropriate)
|
|
Non-UK issuer
|
X
|
|
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
|
James Formolli
|
|
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:
|
04/07/2024
|
|
6. Date on which issuer notified
(DD/MM/YYYY):
|
04/07/2024
|
|
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
(8.A + 8.B) vii
|
|
Resulting situation on the date on which
threshold was crossed or reached
|
41.34%
|
|
41.34%
|
70,833,730
|
|
Position of previous notification (if
applicable)
|
9.72%
|
|
9.72%
|
|
|
|
|
|
|
|
| |
|
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
(DTR5.1)
|
Indirect
(DTR5.2.1)
|
Direct
(DTR5.1)
|
Indirect
(DTR5.2.1)
|
|
Ordinary Shares GI000A2P2W41
|
70,833,730
|
|
41.34%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SUBTOTAL 8.
A
|
70,833,730
|
41.34%
|
|
|
|
B 1: Financial
Instruments according to DTR5.3.1R (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 DTR5.3.1R (1)
(b)
|
|
Type of
financial instrument
|
Expiration
date x
|
Exercise/
Conversion Period xi
|
Physical or
cash
Settlement
xii
|
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) issuer
xiii
|
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 entity (please add additional rows as necessary)
xiv
|
|
|
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
|
England, UK
|
|
Date
of completion
|
04 July 2024
|