The information contained within this announcement
is deemed by the Company to
constitute inside information 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. Upon the publication of
this announcement via
the Regulatory Information Service,
this inside information is now considered to be in
the public domain.
10 December 2024
Meme Vault
Plc
("Meme
Vault" or the "Company")
Completion of
Placing
The Company is pleased to announce
that it has raised £271,000 from both existing and new investors
via the issuance of 1,355,000,000 new ordinary shares of 0.01 pence
each ("Ordinary Shares") in the Company at a price of 0.02 pence
per share ("Placing").
The funds will be used for working
capital and for the development of the new strategy of the Company,
as announced on 07 November 2024. Meme Vault will act as an
operating company, directly managing and executing projects in
cryptocurrency and Web3, including the development of
blockchain-based technologies, decentralised applications, and
community-driven digital initiatives. As part of this strategy, the
Company is in the process of incorporating a subsidiary in the
United Arab Emirates. The subsidiary will be applying for the
relevant licenses to operate within the UAE's regulatory framework,
leveraging the region's dynamic blockchain ecosystem to support its
strategic goals.
The Company has issued warrants over
3,000,000,000 new ordinary shares. Of these, 2,710,000,000 warrants
were issued to investors participating in the Placing, on the basis
of two warrants for each subscription share, with an exercise price
of 0.02p per share ("Placing Warrants"). Jeremy Woodgate, a
Director of the Company, was issued 50,000,000 warrants on the same
terms as the Placing Warrants. 240,000,000 warrants were issued to
previous round investors and other participants, with an exercise
price of 0.05p per share (together, the "Warrants"). All Warrants
are exercisable for a period of three years from the date of
issue.
Following the Placing, Derek Lew and
Brian Stockbridge, Directors of the Company, will respectively hold
approximately 25.01% and 26.88% of the Company's enlarged issued
share capital, held through their personal holdings and wholly
owned companies.
Application will be made for the
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 around 13 December 2024.
Total Voting Rights
Following Admission, the Company's
total issued and voting share capital will consist of 4,669,857,144
Ordinary Shares. The Company does not hold any Ordinary Shares in
treasury.
The above figure may be used by
shareholders 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 Company under the FCA's
Disclosure and Transparency Rules.
Rule 4.6 Statement - Related Party
Transaction
Both Brian Stockbridge and Derek Lew
participated in the Placing and are considered a "Related Party" as
defined under the AQSE Growth Market Access Rulebook as a result of
being directors of the Company. The subscription of shares and
issuance of warrants relating to them therefore constitutes a
related party transaction for the purposes of Rule 4.6 of the AQSE
Growth Market Access Rulebook.
Jeremy Woodgate, Non-executive
Director of the Company confirms that, having exercised reasonable
care, skill and diligence, the related party transaction is fair
and reasonable insofar as the shareholders of Meme Vault are
concerned.
Brian Stockbridge, Non-executive
Chairman said: "We are
pleased to announce the successful completion of the placing. With
this important step completed, we now turn our focus towards
executing our new strategy. We would like to thank our
shareholders for their continued support as we have navigated the
changing nature of the business, and we welcome the new
shareholders joining us on this exciting journey. We as a board,
are committed to making this new strategy a success and remain in
service to maximising shareholder value. We intend to keep the
market regularly updated as we start to progress the
business."
For more information, please visit
the Company's website at www.memevault.ai
The Directors of the Company take
responsibility for this announcement.
Meme Vault Plc
|
|
Brian Stockbridge
Non-executive
Chairman
|
Via Alfred Henry
|
Alfred Henry Corporate Finance Ltd
AQSE Corporate Advisor
|
|
Nick Michaels, Maya Klein
Wassink
|
+44
(0) 20 8064 4056
|
Notification and public disclosure of transactions by persons
discharging managerial responsibilities and persons closely
associated with them.
1.
|
Details of the person discharging managerial responsibilities
/ person closely associated
|
a)
|
Name
|
Brian Stockbridge
|
2.
|
Reason for the Notification
|
a)
|
Position/status
|
Non-Executive Chairman
|
b)
|
Initial notification /
Amendment
|
Initial notification
|
3.
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
a)
|
Name
|
Meme Vault Plc
|
b)
|
LEI
|
213800CBZ6E6WRDGV387
|
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
|
|
Identification Code
|
GB00BJDPYD55
|
b)
|
Nature of the transaction
|
1)
Subscription of ordinary shares
2) Grant of
Warrants
|
c)
|
Price(s) and volume(s)
|
Price(s)
|
Volume(s)
|
1)
0.02p
2)
0.02p
|
1)
37,500,000
2)
75,000,000
|
|
d)
|
Aggregated information:
· Aggregated volume
· Price
|
N/A single transaction
|
e)
|
Date of the transaction
|
08 December 2024
|
f)
|
Place of the Transaction
|
Outside a trading venue
|
1.
|
Details of the person discharging managerial responsibilities
/ person closely associated
|
a)
|
Name
|
Dark Horse Family Office
Limited
|
2.
|
Reason for the Notification
|
a)
|
Position/status
|
PCA to a PDMR - Brian Stockbridge,
Non-Executive Chairman of the Company
|
b)
|
Initial notification /
Amendment
|
Initial notification
|
3.
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
a)
|
Name
|
Meme Vault Plc
|
b)
|
LEI
|
213800CBZ6E6WRDGV387
|
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
|
|
Identification Code
|
GB00BJDPYD55
|
b)
|
Nature of the transaction
|
1)
Subscription of ordinary shares
2) Grant of
Warrants
|
c)
|
Price(s) and volume(s)
|
Price(s)
|
Volume(s)
|
1)
0.02p
2)
0.02p
|
1)
375,000,000
2)
750,000,000
|
|
d)
|
Aggregated information:
· Aggregated volume
· Price
|
N/A single transaction
|
e)
|
Date of the transaction
|
08 December 2024
|
f)
|
Place of the Transaction
|
Outside a trading venue
|
1.
|
Details of the person discharging managerial responsibilities
/ person closely associated
|
a)
|
Name
|
California Two Pizza Ventures
Inc.
|
2.
|
Reason for the Notification
|
a)
|
Position/status
|
PCA to a PDMR - Derek Lew, a
Director of the Company
|
b)
|
Initial notification /
Amendment
|
Initial notification
|
3.
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
a)
|
Name
|
Meme Vault Plc
|
b)
|
LEI
|
213800CBZ6E6WRDGV387
|
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
|
|
Identification Code
|
GB00BJDPYD55
|
b)
|
Nature of the transaction
|
1)
Subscription of ordinary shares
2) Grant of
Warrants
|
c)
|
Price(s) and volume(s)
|
Price(s)
|
Volume(s)
|
1)
0.02p
2)
0.02p
|
1)
375,000,000
2)
750,000,000
|
|
d)
|
Aggregated information:
· Aggregated volume
· Price
|
N/A single transaction
|
e)
|
Date of the transaction
|
08 December 2024
|
f)
|
Place of the Transaction
|
Outside a trading venue
|
1.
|
Details of the person discharging managerial responsibilities
/ person closely associated
|
a)
|
Name
|
Jeremy Woodgate
|
2.
|
Reason for the Notification
|
a)
|
Position/status
|
Director
|
b)
|
Initial notification /
Amendment
|
Initial notification
|
3.
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
a)
|
Name
|
Meme Vault Plc
|
b)
|
LEI
|
213800CBZ6E6WRDGV387
|
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
|
|
Identification Code
|
GB00BJDPYD55
|
b)
|
Nature of the transaction
|
Grant of Warrants
|
c)
|
Price(s) and volume(s)
|
Price(s)
|
Volume(s)
|
0.02p
|
50,000,000
|
|
d)
|
Aggregated information:
· Aggregated volume
· Price
|
N/A single transaction
|
e)
|
Date of the transaction
|
08 December 2024
|
f)
|
Place of the Transaction
|
Outside a trading venue
|
1.
|
Details of the person discharging managerial responsibilities
/ person closely associated
|
a)
|
Name
|
First Sentinel Corporate
Finance
|
2.
|
Reason for the Notification
|
a)
|
Position/status
|
PCA to a PDMR - Brian Stockbridge,
Non-Executive Chairman of the Company
|
b)
|
Initial notification /
Amendment
|
Initial notification
|
3.
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
a)
|
Name
|
Meme Vault Plc
|
b)
|
LEI
|
213800CBZ6E6WRDGV387
|
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
|
|
Identification Code
|
GB00BJDPYD55
|
b)
|
Nature of the transaction
|
Grant of Warrants
|
c)
|
Price(s) and volume(s)
|
Price(s)
|
Volume(s)
|
0.05p
|
75,000,000
|
|
d)
|
Aggregated information:
· Aggregated volume
· Price
|
N/A single transaction
|
e)
|
Date of the transaction
|
08 December 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:
|
Meme
Vault 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
|
X
|
Other (please specify)
iii: Transfer from the ultimate controlling natural
person
|
|
3.
Details of person subject to the notification
obligation iv
|
Name
|
California Two Pizza Ventures
Inc.
|
City and country of registered office
(if applicable)
|
Vancouver, Canada
|
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:
|
08-12-24
|
6.
Date on which issuer notified (DD/MM/YYYY):
|
08-12-24
|
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
|
25.01
|
|
25.01
|
1,167,942,885
|
Position of previous notification
(if
applicable)
|
23.92
|
|
23.92
|
792,942,885
|
|
|
|
|
|
| |
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
GB00BJDPYD55
|
1,167,942,885
|
|
25.01
|
|
|
|
|
|
|
|
|
|
|
|
SUBTOTAL 8. A
|
1,167,942,885
|
25.01
|
|
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
|
Warrants
|
08/12/2027
|
In next 3 years
|
750,000,000
|
16.06
|
|
|
|
|
|
|
|
|
|
|
|
|
SUBTOTAL 8. B 1
|
750,000,000
|
16.06
|
|
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
|
|
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
|
X
|
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
|
Derek Lew
|
25.01
|
16.06
|
41.07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
Canada
|
Date
of completion
|
08-12-24
|
1a.
Identity of the issuer or the underlying issuer of existing shares
to which voting rights are attached ii:
|
Meme
Vault 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
|
X
|
Other (please specify)
iii:
|
|
3.
Details of person subject to the notification
obligation iv
|
Name
|
Dark Horse Family Office
Limited
|
City and country of registered office
(if applicable)
|
London, UK
|
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:
|
08-12-24
|
6.
Date on which issuer notified (DD/MM/YYYY):
|
08-12-24
|
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
|
19.66
|
|
19.66
|
917,942,886
|
Position of previous notification
(if
applicable)
|
16.38
|
|
16.38
|
542,942,886
|
|
|
|
|
|
| |
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
GB00BJDPYD55
|
917,942,886
|
|
19.66
|
|
|
|
|
|
|
|
|
|
|
|
SUBTOTAL 8. A
|
917,942,886
|
19.66
|
|
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
|
Warrants
|
08/12/2027
|
In next 3 years
|
750,000,000
|
16.06
|
|
|
|
|
|
|
|
|
|
|
|
|
SUBTOTAL 8. B 1
|
750,000,000
|
16.06
|
|
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
|
|
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
|
X
|
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
|
Brian Stockbridge
|
19.66
|
16.06
|
35.72
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
Following this notification, Brian
Stockbridge directly holds 87,500,000 shares (1.87%) of
Meme Vault Plc (the "Company"). Brian Stockbridge is the ultimate control person of Dark
Horse Family Office Limited which following this notification holds
917,942,886 shares (19.66%) of the Company and First Sentinel
Corporate Finance Ltd which holds 250,000,000 shares (5.35%) of the
Company. In total, Brian Stockbridge directly holds 87,500,000
shares (1.87%) and indirectly holds 1,167,942,886 shares (25.01%)
via his fully-owned companies.
|
|
|
|
| |
Place of completion
|
UK
|
Date
of completion
|
08-12-24
|
1a.
Identity of the issuer or the underlying issuer of existing shares
to which voting rights are attached ii:
|
Meme
Vault 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
|
x
|
Other (please specify)
iii:
|
|
3.
Details of person subject to the notification
obligation iv
|
Name
|
First Sentinel Corporate Finance
Ltd
|
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:
|
08-12-24
|
6.
Date on which issuer notified (DD/MM/YYYY):
|
08-12-24
|
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
|
5.35
|
|
5.35
|
250,000,000
|
Position of previous notification
(if
applicable)
|
7.54
|
|
7.54
|
250,000,000
|
|
|
|
|
|
| |
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
GB00BJDPYD55
|
250,000,000
|
|
5.35
|
|
|
|
|
|
|
|
|
|
|
|
SUBTOTAL 8. A
|
250,000,000
|
5.35
|
|
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
|
Warrants
|
08/12/2027
|
In next 3 years
|
75,000,000
|
1.61
|
|
|
|
|
|
|
|
|
|
|
|
|
SUBTOTAL 8. B 1
|
75,000,000
|
1.61
|
|
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
|
|
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
|
x
|
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
|
Brian Stockbridge
|
5.35
|
1.61
|
6.96
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
Date
of completion
|
08-12-24
|