TIDMRTOP
RNS Number : 0880O
RegTech Open Project PLC
29 September 2023
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF REGULATION 2014/596/EU, WHICH IS PART OF DOMESTIC
LAW OF THE UNITED KINGDOM OF GREAT BRITAIN AND NORTHERN IRELAND
("UK") PURSUANT TO THE MARKET ABUSE (AMMENT) (EU EXIT) REGULATIONS
(SI 2019/310) ("UK MAR"). UPON THE PUBLICATION OF THIS
ANNOUNCEMENT, THIS INSIDE INFORMATION (AS DEFINED IN UK MAR) IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN.
29 September 2023
Unaudited interim results for the six months ending 30 June 2023
and entry into Side Letter Agreement
RegTech Open Project plc ("RTOP" or the "Company"), the
technology business specialised in the automation, management, and
optimisation of regulatory compliance operations, is pleased to
announce its unaudited interim results for the six months ending 30
June 2023 ("H1 2023") and entry by the Company into a side letter
agreement, cast as a deed, with RegTech Open Project S.p.A. (an
entity ultimately beneficially owned by Alessandro Zamboni, Founder
and Non-Executive Director of RTOP) ("RegTech Italy") on 28
September 2023 (the "Side Letter Agreement").
H1 2023 highlights:
-- Firmly established software-as-a-service (SaaS) platform,
with a unique offering and significant market opportunity in
operational resilience.
-- Historical performance of the newly contributed business
shows a 50% year-on-year growth on an invoiced basis to GBP588,000
in H1 2023 (versus GBP391,000 in the six months ending 30 June
2022), indicating the strength of the business model supported by
strong partnerships and expanding customer base.
Subsequent events:
-- Successful admission of the Company's ordinary shares to
listing on the standard segment of the Official List of the
Financial Conduct Authority and to trading on the main market for
listed securities of London Stock Exchange plc on 25 August 2023
(the "Direct Listing").
-- As previously announced, RTOP has, post-Direct Listing,
strengthened its senior management team, with the appointment of
Paul McFadden as Chief Financial Officer, with an effective start
date of 5 December 2023.
-- Since completion of the Direct Listing a total of GBP2.5
million funds have been drawn under the English law governed fixed
term unsecured working capital loan agreement, cast as a deed,
between the Company and RegTech Italy (the "Shareholder Loan
Agreement") and GBP437,000 of funds have been received by the
Company, the difference is accruing 15% compounding interest ("Late
Drawdown Fee").
-- The board of directors (the "Board") have reviewed the
cashflow on a prudent basis and acknowledge that funding from the
Shareholder Loan Agreement is required to meet its liabilities over
the next 12 months. The Board is therefore working on mitigation of
the risks relating to delays in receipt of the outstanding
principal under the Shareholder Loan Agreement and is confident
this will not affect the ultimate growth of the business.
-- Accordingly, the Company and RegTech Italy entered into the
Side Letter Agreement, pursuant to which the parties agreed the
following payment schedule for the outstanding funds and any
accrued Late Drawdown Fee:
GBP515,750 By 5 p.m. (London time) on 4 October
2023
GBP515,750 By 5 p.m. (London time) on 11 October
2023
--------------------------------------
GBP515,750 By 5 p.m. (London time) on 18 October
2023
--------------------------------------
GBP515,750 By 5 p.m. (London time) on 25 October
2023
--------------------------------------
Accrued Late Drawdown By 5 p.m. (London time) on 1 December
Fee 2023
--------------------------------------
-- The Side Letter Agreement further provides an option for the
Company, on three business days' notice, to transfer the 2,250,000
warrants (each exercisable into one new ordinary share of nominal
value GBP0.20 each in the capital of the Company at an exercise
price of GBP0.20, or a cashless exercise basis) held by RegTech
Italy to the Company or a third party designated by the Board
(independent of Alessandro Zamboni), and any net proceeds realised
shall reduce the outstanding principal under the Shareholder Loan
Agreement.
-- The entry by the Company and RegTech into the Side Letter
Agreement constituted a material related party transaction for the
purposes of DTR 7.3 and was, accordingly, voted upon by the
independent Directors (excluding Alessandro Zamboni, who, in each
case, constituted a "related party" (as such term is defined in
International Financial Reporting Standard as adopted in the UK)),
and such independent Directors consider each such material related
party transaction in respect of the Side Letter Agreement to be
fair and reasonable from the perspective of the Company and its
Shareholders who are not a related party.
Ian Halliday-Pegg, Chief Executive Officer of RTOP , said:
"The Direct Listing of RTOP represented a significant moment for
the business as it looks to rapidly scale its customer base and
presence geographically. We are confident that the strong momentum
achieved to date will translate into further new long-term
partnerships and adoption of our unique operational resilience
focused SaaS platform."
"With regulatory change driving the requirement for a more
rigorous approach to business management across financial services
industry and international markets, we are well positioned to
continue to deliver the growth strategy outlined at the time of the
Direct Listing."
- Ends -
For the purposes of UK MAR, the person responsible for arranging
release of this announcement on behalf of RTOP is Ian
Halliday-Pegg, Chief Executive Officer of RTOP.
For further enquiries:
RegTech Open Project plc
Ian Halliday-Pegg, CEO c/o Instinctif Partners
Instinctif Partners (Financial regtech@instinctif.com
PR) 0207 457 2020
Victoria Hayns
Guy Scarborough
Bryn Woodward
CHIEF EXECUTIVE OFFICER'S REPORT AND INTERIM FINANCIAL
STATEMENTS
CHIEF EXECUTIVE OFFICER'S REPORT
It has been a momentous year for RegTech Open Project plc
("RTOP"), highlighted by the admission of the Company's ordinary
shares to listing on the standard segment of the Official List of
the United Kingdom Financial Conduct Authority ("FCA") and to
trading on the main market for listed securities of London Stock
Exchange plc (the "London Stock Exchange") on 25 August 2023 . The
direct listing marked a turning point for the organisation as we
reached 'the end of the beginning' for the business. We were
delighted that market opening event was attended by members of our
Board, and representatives from Unicredit HVB - one of our most
established customers, our global partners, the broker community
and Summer Atlantic Capital, our joint venture partner in respect
of RegTech China, demonstrating the strength of support we have for
the business.
With the increased global visibility and access to the capital
markets now available, and highly experienced Board and management
team in place, we are very well positioned for our next phase of
growth. In the background, we have continued to increase trading
performance in our traditional market, and in the foreground, the
Board and I have built the strategic plan and the investment plan.
I have my feet firmly under the desk and started work with my
established and talented senior leadership team on developing and
executing the operational plan to make all that happen. As I have
done so, I am excited to learn more about our customer and partner
projects and the forces and movements in the marketplace, and to
report on what I have experienced this last period.
Strong and Increasing Demand for Operational Resilience
We continue to see increasing demand for our products and
services in the markets we serve. The European Digital Operational
Resilience Act (DORA), FCA's PS6/21, applicable to Banking,
financial services, Insurance, and their information,
communications and technology (ICT) service providers are now
firmly in their 'implementation periods' and affected organisations
are beginning to understand the associated challenges and seeking
solutions and expertise. This process is driving an increasing
number of specific enquiries from financial services firms and
'big-4' consultants serving this market.
Supplier of Choice in Core Market
In pursuit of our mission to be the 'Must-Have' Operational
Resilience solution, our unique focus, and comprehensive SaaS
platform has firmly established us as the leading provider in our
core market, Italy.
With 60% of domestic banks in our primary geography now
dependent on the Orbit Open Platform to demonstrate compliance, the
major global consultants serving this market now develop and
maintain knowledge and expertise in the platform and align methods
with the supporting software capabilities to provide comprehensive
solutions for their clients.
Healthy Customer Base
Following our first Corporate Value: "Solve for the Customer",
we continue to deliver significant value to our customers, with not
only very high retention rates, but continued expansion of products
within our customers, generating over half our revenues from our
installed base in this and previous periods. Our partnership-style
approach with our customers continues to strengthen our expertise
and products within our core market, where customers, third
parties, and RTOP collaborate and combine knowledge to extend the
power and value of the Orbit Open Platform, benefitting all our
customers.
Strong Partnerships and Alliances
In combination with major consultants and partners, such as
Pricewaterhouse Coopers Business Services S.r.l.: RTOP is able to
offer its clients significant value-add in the form of the
methodology and change management that is required to support the
implementation and successful roll-out of Operational Resilience
across both local and multinational institutions.
With mature relationships and successful projects delivered with
each partner, this year we have seen an increasing number of
requests to 'joint-bid' requests for proposal, with Orbit Open
Platform as the recommended software at the outset. We have started
work on expanding this model more widely across Europe and in the
UK as a key strategy for growth.
Reinforced Strategy
Over the last period, we formulated a reinforced strategy for
growth, including listing on the London Stock Exchange, and
defining our investments strategy to drive performance in four key
areas, our 'Four Pillars' strategy:
1. Consolidate our current business
a. Customer Success - to protect revenues, especially the
portfolio of Annual Contract Value (PACV) and grow our business
within our portfolio of clients, targeting >110% net retention
and a Customer Lifetime Value (LTV) >GBP500k.
b. Marketing & Sales - to expand our outbound sales and
inbound generation in our core markets to drive consistent,
increased new business with a low customer acquisition cost and
high win-rates, and ultimately exceed our targets for Customer
Acquisition Cost to Lifetime Value ratio.
c. Partnerships - proactive management of partnerships to
provide compelling joint solutions to the market and produce
sustainable and consistent revenues, with the opportunity to expand
the model to new verticals and geographies.
d. New verticals - to leverage the success of Banking and
Financial services and target a wider audience of 'essential
services' such as utilities, public administration and healthcare,
within our mature geographies.
2. Market Expansion
Since the direct listing in August 2023, in order to capitalise
on the significant global market opportunity for our solutions, we
have begun to establish go-to-market capabilities in the UK and
China (via our joint venture, RegTech China, with Summer Atlantic
Capital). In the US we continue to seek our first customers and
partners.
a. UK - Focusing on our initial Banking and Financial Services
target market, and both DORA and FCA regulation, leveraging our
historical strength, reference customers and global partners, we
have begun to recruit a direct sales team for target accounts and
to 'sell with' our global partners, as well as an experienced
partner manager to help to foster local relationships with global
partners and maximise our opportunities together.
b. APAC - we have begun working on a program of knowledge
transfer and software localization to support RegTech China in
their go-to-market, focusing on the enormous (>10x Europe)
opportunity within manufacturing.
c. US - We have begun to explore potential partnerships, joint
product development and mutual initial customers. Our initiatives
will be aimed at addressing the need for Operational Resilience as
a competitive advantage, and upcoming regulation which is likely to
follow the Federal Reserve SR20-24 Interagency Paper on Sound
Practices to Strengthen Operational Resilience (2020).
3. Product differentiation
To maintain and extend our competitive advantage in the
marketplace, we have begun to undertake a program of investment in
the product to further differentiate our solutions and create
compelling solutions. This program focuses on four areas:
a. Leverage strength of customer base to solve the client's
biggest challenges and continuously add increased value in the
customer solution.
b. Further develop the user experience to provide not only the
best workflow, but also innovate with the user interface to present
engaging, insightful and indispensable insights across all
stakeholders.
c. Advantageously exploit technologies to increase customer
value, especially in the areas of automation analytics and AI,
enhance the distribution of the software, and enable scale through
access via digital marketplaces.
d. Expand the product portfolio to incorporate via development,
integration or acquisition (or any combination) Cyber security
assessment and management and third-party risk assessment and
management.
4. Build for Scale
W e are investing in developing a scalable world-class in-house
sales and marketing team that can generate demand and close
business consistently, predictably and at an increasing scale and
reduced customer acquisition costs. In particular, business
transformation in the following areas:
a. The introduction and embedding of value-based sales
methodology and solution selling processes and supporting
technologies for automation, forecasting, reporting and
analysis.
b. The clear segmentation of the target markets and messaging to
enable content and social media marketing to drive demand and
generate consistent leads that share our vision and are seeking the
value that we provide.
c. Proactively managed and supported partnerships for market
entry in new geos, and the ability to scale: supporting local
implementation, professional services, and first-line support.
d. Enhancing the platform for distribution through digital
marketplaces: technically, non-functionally (self-service and
support) and commercially (billing).
Summary and outlook
On the back of a successful listing on the London Stock Exchange
and strong growth of the historical business in the first half of
the year, we find ourselves in an exciting position with a proven
business model, a talented team, a strong offering, established
partnerships, and a healthy customer base.
Looking forward to future growth, we have a mature
revenue-generating base from which to start, and a progressive
'four-pillars' strategy for expansion and transformation. The
delayed receipt of post-listing funds that were drawn has meant a
delay in the execution of the full strategy, and an adaptation of
the capital plan as mitigation. The board continues to work on
resolving and returning to plan in the coming months and we
continue to develop the business in line with the remainder of the
strategy.
As we move into this next period, the existing ingredients for
success give us the platform and the right conditions for future
growth. Our customer base, current trading, strong partnerships and
talented team give us an excellent foundation on which to execute
our 'four pillars' growth strategy.
While we target growth and accelerate performance operationally,
it is vital that we build the right conditions to scale rapidly
during 2024 whilst managing costs as we strive towards
profitability to ensure sustained, and value-creation growth
trajectory.
Directors' responsibility statement
The Directors are responsible for preparing the unaudited
condensed consolidated interim financial statements in accordance
with applicable law and regulations. A list of current Directors is
maintained on RTOP's website: https://regtechopenproject.co.uk/
The Directors confirm that, to the best of their knowledge, the
unaudited condensed consolidated interim financial statements have
been prepared in accordance with IAS 34 ("Interim Financial
Reporting"), as issued by the International Accounting Standards
Board as contained in UK-adopted International Financial Reporting
Standards, and give a true and fair view of the assets,
liabilities, financial position and profit or loss of the Company,
or the undertakings included in the consolidation as a whole as
required by DTR 4.2.4 R of the FCA's Disclosure Guidance and
Transparency Rules ("DTRs").
The Directors further confirm that the unaudited condensed
consolidated interim financial statements include a fair review of
the information required by DTR 4.2.7 R and DTR 4.2.8 R.
In accordance with the DTR 4.2.9(2) R, the Directors confirm
that these unaudited interim condensed consolidated financial
statements have not been audited or reviewed by auditors pursuant
to the Financial Reporting Council guidance on Review of Interim
Financial Information.
The Directors have shared all the relevant working papers with
their advisers.
By order of the Board
Ian Halliday-Pegg
Chief Executive Officer
Financial Review
REGTECH OPEN PROJECT PLC
UNAUDITED STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIODED 30 JUNE 2023
10 March 2023 to
30 June 2023
Unaudited
Notes GBP '000
Revenue -
Cost of sales -
Gross loss -
Administrative expenses -
Other operating income / (costs) -
-----------------
Operating profit -
Finance costs -
Profit before tax -
Taxation -
Profit for the period -
-----------------
Other comprehensive income -
Total comprehensive loss for the period -
=================
Loss per share
Basic and diluted loss per share - continuing operations (0.00)
Basic and diluted loss per share - discontinued operations (0.00)
Basic and diluted loss per share - total (0.00)
The above unaudited condensed statement of comprehensive income
should be read in conjunction with the accompanying notes.
REGTECH OPEN PROJECT PLC
UNAUDITED CONDENSED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2023
30 June 2023
Unaudited
Notes GBP '000
Current assets
Other receivables 50
Total current assets 50
-------------
Total assets 50
Current liabilities
Other payables -
Total current liabilities -
-------------
Net current liabilities -
Net assets 50
=============
Equity
Share capital 4 50
Share premium -
Retained losses -
-------------
Total equity 50
=============
The above unaudited condensed statement of financial position
should be read in conjunction with the accompanying notes.
REGTECH OPEN PROJECT PLC
UNAUDITED CONDENSED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIODED 30 JUNE 2023
Share capital Retained earnings Total
GBP '000 GBP '000 GBP '000
As at 10 March 2023 - - -
Result for the period - - -
Loss for the period and total comprehensive income - - -
Issuance of new shares 50 - 50
As 30 June 2023 50 - 50
============== ================== =========
The above unaudited statement of changes in equity should be
read in conjunction with the accompany notes.
REGTECH OPEN PROJECT PLC
NOTES TO THE UNAUDITED INTERIM FINANCIAL STATEMENTS
FOR THE PERIODED 30 JUNE 2023
1. Company information
Regtech Open Project plc (the "Company" and, together with its
subsidiaries and subsidiary undertakings, the "Group") is a public
limited company incorporated in England and Wales. The address of
its registered office 9(th) Floor 107 Cheapside, London EC2V 6DN,
United Kingdom. The Company's ordinary shares are admitted to
listing on the standard segment of the Official List of the
Financial Conduct Authority and to trading on the main market for
listed securities of London Stock Exchange plc .
These unaudited interim financial statements of the Company were
approved for issue by the Company's board of directors (the "Board"
or "Directors") on 28 September 2023.
2. Basis of preparation
Accounting convention
These unaudited interim financial statements for the half-year
reporting period ended 30 June 2023 has been prepared in accordance
with Accounting Standard IAS 34 ("Interim Financial Reporting"),
and relate only the Company, which was incorporated on 10 March
2023.
It should be noted that, given the events which occurred after
the reporting date during the interim reporting period,
specifically the contribution of the entire business and assets of
RegTech Open Project S.p.A. ("RegTech Italy"), principally
comprising a proprietary software platform focussed on operational
resilience (the "Orbit Open Platform"), and transferred all its
liabilities to the Company, which completed on 14 August 2023, this
interim report does not include all the notes of the type normally
included for a newly listed company.
Rather, this interim report is to be read in conjunction the
Group's historical information which was reported under
International Financial Reporting Standard as adopted in the UK
("IFRS") and included in the Part XII - Historical Financial
Information of the Company's prospectus, approved by the FCA, and
issued on 22 August 2023 (the "Prospectus") which is available on
https://regtechopenproject.co.uk/ .
The accounting policies adopted are consistent with those of the
previous financial year and corresponding interim reporting
period.
New and amended standards adopted by the Company
No new or amended standards became applicable for the current
reporting period that impacted the Company. The Company did not
have to change its accounting policies or make retrospective
adjustments as a result of adopting any new or amended standards in
the current interim reporting period.
3. Going Concern
At the 30 June 2023, the Company had cash balances of GBPNil and
net current liabilities of GBPNil. This is the first period of
trading for the Company.
Since completion of the Direct Listing a total of GBP2.5 million
funds have been drawn under the English law governed fixed term
unsecured working capital loan agreement, cast as a deed, between
the Company and RegTech Italy (the "Shareholder Loan Agreement")
and GBP437,000 of funds have been received by the Company, the
difference is accruing 15% compounding interest ("Late Drawdown
Fee").
The Board have reviewed the cashflow on a prudent basis and
acknowledge that funding from the Shareholder Loan Agreement is
required to meet its liabilities over the next 12 months. The Board
is therefore working on mitigation of the risks relating to delays
in receipt of the outstanding principal under the Shareholder Loan
Agreement and is confident this will not affect the ultimate growth
of the business.
Accordingly, the Company and RegTech Italy entered into the Side
Letter Agreement, pursuant to which the parties agreed the
following payment schedule for the outstanding funds and any
accrued Late Drawdown Fee:
GBP515,750 By 5 p.m. (London time) on 4 October
2023
GBP515,750 By 5 p.m. (London time) on 11 October
2023
--------------------------------------
GBP515,750 By 5 p.m. (London time) on 18 October
2023
--------------------------------------
GBP515,750 By 5 p.m. (London time) on 25 October
2023
--------------------------------------
Accrued Late Drawdown By 5 p.m. (London time) on 1 December
Fee 2023
--------------------------------------
The Side Letter Agreement further provides an option for the
Company, on three business days' notice, to transfer the 2,250,000
warrants (each exercisable into one new ordinary share of nominal
value GBP0.20 each in the capital of the Company at an exercise
price of GBP0.20, or a cashless exercise basis) held by RegTech
Italy to the Company or a third party designated by the Board
(independent of Alessandro Zamboni), and any net proceeds realised
shall reduce the outstanding principal under the Shareholder Loan
Agreement .
The entry by the Company and RegTech into the Side Letter
Agreement constituted a material related party transaction for the
purposes of DTR 7.3 and was, accordingly, voted upon by the
independent Directors (excluding Alessandro Zamboni, who, in each
case, constituted a "related party" (as such term is defined in
IFRS)), and such independent Directors consider each such material
related party transaction in respect of the Side Letter Agreement
to be fair and reasonable from the perspective of the Company and
its Shareholders who are not a related party.
Acknowledging the facts outlined above, the source of the
funding for the Shareholder Loan Agreement has taken longer than
anticipated and the Directors therefore have prudently identified
uncertainty in the cash flow model. This uncertainty arises with
respect to both the future timing and quantum of funding from the
Shareholder Loan Agreement. In this regard, if these future funds
are not secured as the Directors envisage, it is possible that the
Company would have a shortfall in cash and require alternative
funding during the forecast period. On the basis of the above, the
Directors believe there are material uncertainties which may cast
significant doubt upon the entities' ability to continue as a going
concern.
The Directors do however remain confident in the business model,
which includes the original funding, and believe the Company could
be managed in a way to allow it to meet its ongoing commitments and
obligations through mitigating actions including cost saving
measures and securing alternative sources of funding the board
continues to investigate should it be required.
As such the Directors consider it appropriate to prepare these
interim financial statements on a going concern basis, taking into
account the material uncertainties noted above, and have not
included the adjustments that would result if the Company were to
be unable to continue as a going concern.
4. Share capital
Allotted, called up and fully paid shares
30 June 2023
Unaudited
No. 000 GBP '000
Ordinary shares of GBP1 each 50 50
Total 50 50
=================== ====================
50,000 shares were issued on incorporation dated 10 March
2023.
5. Subsequent events
On 22 August 2023, the Company issued the Prospectus in
connection with the admission of its ordinary shares to listing on
the standard segment of the Official List of the Financial Conduct
Authority and to trading on the main market for listed securities
of London Stock Exchange plc . Admission became effective, and that
unconditional dealings in the ordinary shares commenced, at 8.00
a.m. (London time) on 25 August 2023 ("Admission").
Pursuant to an English law governed contribution agreement
between the Company and RegTech Italy (a wholly-owned subsidiary of
The AvantGarde Group S.p.A. ("TAG")), dated 14 August 2023, RegTech
Italy contributed its entire business and assets, principally
comprising a proprietary software platform focussed on operational
resilience (the "Orbit Open Platform"), and transferred all its
liabilities to the Company, in consideration for which, the Company
allotted and issued 11,950,000 new ordinary shares of nominal value
GBP1.00 each to RegTech Italy. Following the Contribution, the
Company subdivided is entire issued share capital of 12,000,000
ordinary shares of nominal value GBP1.00 each into 60,000,000
ordinary shares of nominal value GBP0.20 each ("Ordinary Shares").
Prior to Admission, TAG (directly and via RegTech Italy) was the
ultimate beneficial owner of 60,000,000 existing Ordinary
Shares.
Pursuant to certain English and Italian law governed sale and
purchase agreements between RegTech Italy and 12 independent
third-parties ("Purchasers"), entered into prior to the date of the
Prospectus (the "SPAs"), conditional on Admission, RegTech Italy
irrevocably agreed to sell, and the Purchasers irrevocably agreed
to buy, in aggregate 17,483,000 existing Ordinary Shares at a price
of GBP1.00 each (the "Purchase Price"; the reference price per
Ordinary Share on Admission, the "Reference Price").
Pursuant to certain Italian law governed acquisition agreements
between TAG and two selling independent third-parties, entered into
prior to the date of the Prospectus, conditional on Admission, TAG
irrevocably agreed to purchase shares in an unlisted private
company and will procure that RegTech Italy transfers 650,000
existing Ordinary Shares in aggregate as consideration to the
selling independent third parties, using the Purchase Price as a
denominator.
Pursuant to certain English law governed settlement agreements
between TAG and four settlor independent third-parties, entered
into prior to the date of this Prospectus, conditional on
Admission, TAG irrevocably agreed to procure that RegTech Italy
transfers 2,864,000 existing Ordinary Shares to settle outstanding
debts between TAG and such independent third-parties, using the
Purchase Price as a denominator.
Pursuant to an English law governed loan agreement, cast as a
deed, between the Company and RegTech Italy, dated 21 August 2023
(the "Shareholder Loan Agreement"), conditional on Admission,
RegTech Italy agreed to provide a facility of up to GBP8,000,000 to
the Company, drawable at the Company's request, to cover the
Company's working capital requirements, comprising: (i) up to
GBP2,000,000 in cash, to be drawn by 1 September 2023, which shall
attract a non-compounding interest rate of 10% per annum
(calculated on a 360-day basis); (ii) up to GBP500,000 in cash, to
be drawn by 30 September 2023, which shall attract a
non-compounding interest rate of 10% per annum (calculated on a
360-day basis); (iii) during the period commencing on 25 August
2023 and ending on 31 March 2024, up to GBP2,000,000, which may, at
the election of the Company, be set-off on a GBP-for-GBP basis
against certain payables of the Company (where such payables shall
be transferred to RegTech Italy to be settled), and which shall
attract a non-compounding interest rate of 5% per annum (calculated
on a 360-day basis); and (iv) save to the extent that the Company
receives unrestricted cash amounts from the exercise of any
outstanding Warrants and/or alternative equity, debt or hybrid
financing and such unrestricted cash amounts are in the opinion of
the Board sufficient to enable the Company to meet the Company's
working capital obligations under the Prospectus Regulation Rules,
during the period commencing on 1 October 2023 and ending on 31
December 2024, up to GBP3,500,000 in cash, which may be drawn by
the Company by giving RegTech Italy no less than 20 business days'
written notice and subject to maximum monthly drawings of
GBP500,000 (until fully drawn), and which shall attract a
non-compounding interest rate of 10% per annum (calculated on a
360-day basis) (the "Shareholder Facility"). Funds available under
the Shareholder Facility are fully committed as at the date of this
Prospectus, and any outstanding conditions to drawdown
post-Admission are within the Company's control and/or are
customary. The due date for repayment by the Company of amounts
drawn and outstanding under the Shareholder Facility is 31 December
2026. Any principal amount (excluding accrued interest) drawn and
outstanding on 31 December 2026 shall attract a compounding
interest rate of 15% per annum thereafter.
Pursuant to an English law governed warrant instrument, cast as
a deed, by the Company, dated 21 August 2023, 7,500,000 warrants
("Warrants") were constituted, each exercisable into one new
Ordinary Share ("Warrant Shares") at the option of the holder by a
final exercise date of 25 August 2026 at an exercise price equal to
the nominal value of GBP0.20 (subject to any adjustment for any
variation of capital of the Company) per Warrant Share, or on a
cashless basis. The Company issued, conditional on Admission,
2,250,000 Warrants to RegTech Italy as a commitment fee in
connection with the Shareholder Facility, 3,750,000 Warrants to TAG
relating to conversion of historic TAG shareholder loans to the
Company and 1,500,000 Warrants to Westcott Hill Capital Limited in
relation to pre-Direct Listing business advisory services.
Cautionary statement
These unaudited interim results for the six months ending 30
June 2023 ("Interim Results") have been prepared in accordance with
the requirements of the Companies Act 2006 (as amended) and the
liabilities of the Directors in connection with these Interim
Results shall be subject to the limitations and restrictions
provided by such law.
These Interim Results are prepared for and addressed only to the
Shareholders as a whole and to no other person. The Company, its
Directors, employees, agents, or advisers do not accept or assume
responsibility to any other person to whom these Interim Results
are shown or into whose hands it may come, and any such
responsibility or liability is expressly disclaimed.
These Interim Results contain forward looking statements, which
are unavoidably subject to risk and uncertainty because they relate
to events and depend upon circumstances that will occur in the
future. It is believed that the expectations set out in these
forward-looking statements are reasonable, but they may be affected
by a wide range of variables which could cause future outcomes to
differ from those foreseen. All statements in these Interim Results
are based upon information known to the Company at the date of this
report. Except as required by law, the Company undertakes no
obligation to publicly update or revise any forward-looking
statement, whether as a result of new information, future events or
otherwise.
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END
IR LVLLLXKLEBBD
(END) Dow Jones Newswires
September 29, 2023 02:00 ET (06:00 GMT)
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