Supply@ME Capital PLC (LSE:SYME) said Dr Tom James and John Collis have resigned as directors to focus on subsidiary TradeFlow, which they intend to buy back from the company for a price still to be agreed.
The inventory monetisation specialist said it had been planning to announce the completed restructuring of Singapore-based TradeFlow in tandem with the release of its 2022 annual report and accounts at the end of next month, along with a supplementary prospectus, subject to the approval of the Financial Conduct Authority (FCA).
However, this announcement has been brought forward after James and Collis resigned and provided written notice of their intention to exercise their rights to buy back 100% of TradeFlow, pursuant to certain earn-out arrangements agreed as part of its acquisition in July 2021.
These state that within two years following completion, the directors may buy back TradeFlow at the lower price of either £40mln or “at a fair value less a discount of any shortfall in the support to be provided by the company in a working capital budget of not less than £2.5mln or as mutually agreed”.
The latter valuation needs also to take into account the £31mln valuation at purchase price, with the same methodology to be used by the valuer in calculating the company's current valuation. SYME paid an initial £4mln cash payment and issued 813mln shares valued at an agreed value of 1.1p apiece (£8.94mln), plus planned earn-out payments, of which 106.76mln shares were since issued.
In January, an independent valuation report valued TradeFlow at £25.6mln as of last September.