Quetzal Capital Plc - Results of GM, Board Changes, Director Options PR Newswire

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY QUETZAL CAPITAL PLC TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER REGULATION 11 OF THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS 2019/310 (AS AMENDED). ON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

1  April 2021

Quetzal Capital Plc
(“Quetzal Capital” or the “Company”)

Results of General Meeting

 Board Changes

Director Options

Result of General Meeting

Quetzal Capital Plc is pleased to announce that at the Company's General Meeting held earlier today, all resolutions put to the meeting were duly passed, including approving the Directors’ Authority to issue new Ordinary Shares in the Company.  As a result the placing announced on 10  March 2021 to raise £3m of gross funds has become unconditional and 75,000,000 new Ordinary shares are expected to admit to trading the  AQSE Growth Market on or around 7th April 2021.

The table below sets out the results of the voting on the resolutions :

Resolution Votes for of shares voted Votes against of shares voted
Resolution 1: to authorise the Directors to issue new ordinary shares 35,895,582 100% 0 0
Resolution 2: to authorise the new investment strategy 35,895,582 100% 0 0
Resolution 3: to disapply the statutory pre-emption rights 35,895,582 100% 0 0

Notes 

(1)  Any proxy appointments which gave discretion to the Chairman have been included in the "for" total. 

(2)  An abstention is not counted towards the votes cast "for" or "against" a resolution.

Board Appointment

The Company is also pleased to announce the appointment of Fungai Ndoro as Executive Director of the Company with immediate effect.

Ms Ndoro is an experienced small cap financier who specialises in working with growth companies. She has worked in the City for over a decade and has spent most of her career as a corporate financier at Peterhouse Capital, advising public companies and executing a broad spectrum of corporate transactions, including IPOs, acquisitions and disposals, CVAs, open offers, and structural reorganisations for corporate clients on the , AIM and AQSE. Over her career, Ms Ndoro has executed the structuring and launch of several companies within sectors including digital currencies, technology and life sciences.  She was pivotal in the sourcing, re-structuring and listing of KR1 on to the AQSE exchange

Ms Ndoro is currently an independent consultant, providing strategic guidance on capital market transactions and corporate governance frameworks, to start-ups and growth companies, in various sectors.

Further information on Fungai Ndoro (aged 34):

Fungai Ndoro does not currently hold shares in the Company.

Current Directorships          Previous Directorships
FN Advisory Limited V22 London Limited (resigned Jan 2020)

Except as set out above, there is no further information regarding Fungai Ndoro, that is required to be disclosed pursuant to Rule 4.9 of the AQSE Growth Market Access Rulebook.

Award of Director Options

The Board has awarded Director options to Fungai Ndoro (the “Director Options”).  The options awarded to Ms Ndoro are identical in quantum and exercise conditions to those issued previously to Simon Grant-Rennick that have now lapsed having not fulfilled the vesting criteria, as outlined below.   As a result there is no increase in the aggregate number of Director options in issue from the previous announcement of 10 March 2021.  The details of the option award and associated conditions are outlined below:

Fungai Ndoro Options Award

Strike price Options Vesting Expiry
6p 112,500 10 September 2021 10 March 2023
8p 112,500 10 September 2021 10 March 2023
10p 112,500 10 September 2021 10 March 2023

Board Resignation

The Company further announces that Simon Grant-Rennick has agreed to step down from the Board with immediate effect in order to focus on his other commitments, primarily in the African-focused commodities sector and Evrima Plc in particular.  The Board would like to thank Simon for his stalwart support during the Company’s recent transformation and change in investment strategy.

Under the terms of the Directors’ Option grant announced on 10 March 2021, Simon Grant-Rennick will retain 25% of the Director options granted to him, with the remaining 75% lapsing, having not fulfilled their vesting criteria.   Simon has agreed to abide by an orderly market restriction for 6  months in relation to his shareholding. 

John Taylor has assumed the role of Non-Executive Chairman. 

John Taylor, Non-Executive Chairman, said

“We are delighted that our shareholders have agreed to adopt our new investing strategy and that the previously announced fund-raising for £3m has now become unconditional.  The Board has been busy evaluating investment options for the last month and all the conditions are now set to execute on the new strategy.  I am delighted to welcome Fungai Ndoro to the role of Executive Director.  Given her experience at the sharp end of disruptive technology deals she will be an excellent asset to the Company in the execution of our investments or a Reverse Takeover transaction. 

I would also like to thank Simon Grant-Rennick for his support during the Company’s recent transformation and funding rounds and for the offer of continued support to the Company as a valued shareholder.”

Simon Grant-Rennick, outgoing Non-Executive Chairman, said:

“It has been a pleasure guiding the transformation of Quetzal Capital in to a well-capitalised investment vehicle on AQSE that is poised to attract deal flow in some of the most exciting and high growth sectors  of the economy.  I look forward to news of future developments as a shareholder of the Company.”

The Directors of the Company take responsibility for the contents of this announcement.

Enquiries:

Quetzal Capital Plc
Fungai Ndoro: +44 (0) 203 813 0175

AQSE Growth Market Corporate Adviser
Peterhouse Capital Limited

Guy Miller / Allie Feuerlein
Tel: +44 (0) 207 469 0930