Valereum PLC Acquisition of Valereum Collections and AGM Update (8164X)

TIDMVLRM

RNS Number : 8164X

Valereum PLC

22 December 2023

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")

22/12/2023

Valereum Plc

("Valereum" or the "Company")

Acquisition of Valereum Collections Ltd and AGM Update

Valereum Plc (AQUIS: VLRM), the Gibraltar technology group, is pleased to announce that Valereum now owns 100% of Valereum Collections Ltd. The acquisition of the minority shareholding of Valereum Collections Ltd ensures Valereum Plc benefits from all future value generated in and obtains full control of Valereum Collections Ltd.

Agreement has been reached for the minority shareholders of Valereum NFT Collections Limited (currently a 99.8% subsidiary of Valereum) to exchange their 0.2% 11,280 shares (subscribed for at GBP6.25 per share for a total of GBP70,500) for the commensurate number of shares (2,517,857) in Valereum at 2.8p per Valereum share based on the original investment.

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 2 January 2024 and the issue is subject only to Admission.

Total Voting Rights

Following Admission, the total number of Ordinary Shares in the capital of the Company on issue will be 99,162,905 with voting rights. This 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's issued share capital pursuant to the Company's Articles.

Related Party Transactions

By virtue of James Formolli's (Chairman of the Company) shareholding of 3,200 shares in Valereum Collections Limited, James Formolli has been issued with 714,286 Ordinary Shares in Valereum.

Following the issue of shares, James Formolli holds 5,614,286 Ordinary Shares in the Company, which represents approximately 5.66% of the enlarged issued share capital of the Company.

Having exercised reasonable care, skill and diligence, the directors are comfortable that the transaction is fair and reasonable as far as the shareholders of the issuer are concerned.

The FCA notification, made in accordance with the requirements of the UK Market Abuse Regulation, is appended below.

AGM Update

As previously disclosed, Valereum will be holding its AGM in the New Year, and we will be inviting all shareholders to attend to formally approve the new strategy. We will notify you of the date and location of the AGM in early January. At the AGM we will take the opportunity to update investors as follows:

   1.    Meet the new board 

2. Business Plan: presentation of the board's medium term plan (1-3 year cycle) which will detail the updated strategy and vision for the group, including:

   a.    The VLRM Markets roadmap; 
   b.    The VLRM Technology roadmap including the launch of the "Bridge" 
   c.     Financial projections 
   d.    Other milestones 
   e.    Governance and compliance 
   f.     Marketing and branding (The Great Reset) 
   g.    ESOP (Employee Stock Option Plan) 
   3.            Financial update 
   4.            Update on new market listings 
   5.            Q&A 

James Formolli, Chairman stated: "Since taking over as Chairman eight weeks ago I have focused on a number of initial priorities to stabilise the ship and set our course. We've negotiated the removal of the convertible loan notes; our shares have resumed trading on Aquis; we have appointed a new CFO; we have acquired the GSX Group (including appointing a new CEO and CTO) culminating in a newly appointed Board of Directors. There are significant plans for the Company and I look forward as a team to maintaining our trajectory into 2024."

The directors of the Company accept responsibility for the contents of this announcement.

For more information, please visit the Company's website at Valereum.gi

Enquiries:

Valereum Plc

James Formolli, Chairman

Tel: [phone]

AQSE Corporate Adviser

First Sentinel Corporate Finance

Brian Stockbridge

Tel: [phone]

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            Initial notification 
       / Amendment 
     ------------------------------  ------------------------------------------- 
 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              Ordinary shares of 0.1p each 
       Financial instrument, 
       type of instrument 
      Identification Code             GI000A1171Y8 
     ------------------------------  ------------------------------------------- 
 b)   Nature of the transaction       Issue of shares 
     ------------------------------  ------------------------------------------- 
 c)   Price(s) and volume(s)           Price            Volume 
                                        GBP0.028 per     714,286 Ordinary Shares 
                                         Ordinary Share 
                                                         ----------------------- 
     ------------------------------  ------------------------------------------- 
 d)        Aggregated information: 
             *    Aggregated volume     714,286 ordinary shares 
                                        GBP20,000 
 
             *    Price 
     ------------------------------  ------------------------------------------- 
 e)   Date of the transaction         21 December 2023 
     ------------------------------  ------------------------------------------- 
 f)   Place of the Transaction        Outside a trading venue 
     ------------------------------  ------------------------------------------- 
 

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December 22, 2023 07:09 ET (12:09 GMT)