TIDMRTOP
RNS Number : 5959Y
RegTech Open Project PLC
04 January 2024
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF REGULATION 2014/596/EU WHICH IS PART OF DOMESTIC
LAW IN THE UNITED KINGDOM OF GREAT BRITAIN AND NORTHERN IRELAND
("UK") PURSUANT TO THE MARKET ABUSE (AMENDMENT) (EU EXIT)
REGULATIONS (SI 2019/310) ("UK MAR").
4 January 2024
RegTech Open Project plc
("RTOP" or the "Company" and, together with its subsidiaries and
subsidiary undertakings from time to time, as the context requires,
the "Group")
Financial and Funding Update
RegTech Open Project plc (LSE: RTOP), the technology business
specialised in the automation, management, and optimisation of
regulatory compliance operations, provides the following financial
and business updates.
Summary
-- As at 31 December 2023 the Company had received GBP1,046,000
in funds from RegTech Open Project S.p.A. (a corporate entity
ultimately beneficially wholly-owned by Alessandro Zamboni)
("RegTech Italy") under the English law governed fixed term
unsecured working capital loan agreement made between the Company
and RegTech Italy, dated 21 August 2023 (the "Shareholder Loan
Agreement"). At the date of the announcement, the Company has
served drawdown notices for a total of GBP4,000,000; of that
amount, GBP2,954,000 remains to be advanced by RegTech Italy.
-- On 3 January 2024 the Company received bank confirmations of
payments of GBP100,000 from The AvantGarde Group S.p.A. (an entity
ultimately beneficially wholly-owned and controlled by Mr
Alessandro Zamboni) ("TAG") on behalf of RegTech Italy following
additional funding arrangements put in place by TAG with a
third-party provider. Mr Zamboni, on behalf of RegTech Italy,
furthermore confirmed to the Directors t hat RegTech Italy would
continue to make payments to the Company ultimately to fulfil its
obligations under the Shareholder Loan Agreement.
-- The Company announced on 6 December 2023 that it had
identified GBP3,564,500 of payables to transfer to RegTech Italy
for set-off on a GBP-for-GBP basis under the Shareholder Loan
Agreement. The Company is actively working with RegTech Italy to
complete the set-off process.
Further details of each of these are set out below.
Financial and funding update
The Company provides an update on the status of its funding.
Since completion of the Company's direct listing on 25 August
2023, the Company has served drawdown notices for a total of GBP
4,000,000 (comprising GBP2,000,000 drawdown by 1 September 2023,
GBP500,000 by 30 September 2023 and, since 1 October 2023, three
tranches of GBP500,000 each) under the Shareholder Loan Agreement ,
of which:
-- GBP1,046,000 in funds have been received (GBP437,000 in funds
being received prior to 29 September 2023) by the Company, accruing
non-compounding interest rate of 10% per annum (calculated on a
360-day basis) due to RegTech Italy ; and
-- GBP2,954,000 remains to be advanced by RegTech Italy and is
accruing compounding interest at a rate of 15% per annum
(calculated on a 360-day basis) payable to the Company, pursuant to
a n English law governed side letter agreement entered into between
the Company and RegTech Italy, on 28 September 2023 (the "Side
Letter Agreement").
-- On 6 December 2023 the Company announced that Mr. Zamboni on
behalf of RegTech Italy had acknowledged the amounts currently
outstanding under the Shareholder Loan Agreement and had made
representations to the Company that RegTech Italy would be in a
position to fulfil its payment obligations in full, and
specifically that GBP1,400,000 would be paid to the Company by 31
December 2023. However, as at 31 December 2023 no additional
funding had been received. On 3 January 2024 RTOP received bank
confirmations of payments of GBP100,000 from TAG on behalf of
RegTech Italy following additional funding arrangements put in
place by TAG with a third-party provider. Furthermore, Mr. Zamboni
on behalf of RegTech Italy confirmed to the Directors that RegTech
Italy would continue to make payments to the Company ultimately to
fulfil its obligations under the Shareholder Loan Agreement.
The Board continues to review and monitor the cashflow and
working capital requirements of the Group on a prudent basis and is
continuing to work on the mitigation of risks relating to delays in
receipt of the outstanding sums under the Shareholder Loan
Agreement. The Board continues to actively explore alternative
financing options for RTOP should there be continued delays in
receipt of outstanding principal under the Shareholder Loan
Agreement.
The Directors have reviewed the current status of interest
payable on funds received under the Shareholder Loan Agreement
which accrues at 10% against interest receivable against funds
requested under the Shareholder Loan Agreement which have not been
received which accrues at a rate of 15%. Based on the amounts drawn
and outstanding, there is a net interest receivable of
approximately GBP100,000 as at 31 December 2023 which will be
deductible against the current principal loan amounts received as
at 31 December 2023.
As announced on 6 December 2023, the Company has identified
GBP3,564,500 of payables to transfer to RegTech Italy for set-off
on a GBP-for-GBP basis under the Shareholder Loan Agreement.
Amounts set-off attract a non-compounding interest rate of 5% per
annum (calculated on a 360-day basis) due to RegTech Italy. The
Company is actively working with RegTech Italy to complete the
set-off process.
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.
- Ends -
Enquiries:
RegTech Open Project plc
Ian Halliday-Pegg, CEO c/o Instinctif Partners
Instinctif Partners (Financial regtech@instinctif.com
PR) +44 (0)79 1717 8920
Guy Scarborough +44 (0)75 0002 7181
Bryn Woodward
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