Quotall

Key Information

Material Debt & Liabilities: (As of 30/06/21)

The Company has the following outstanding loans:

1. £456,320 Secured Loan Note accruing interest of 10% per annum. A conversion offer was presented to noteholders in a 3 month window ending March 2021, at which point £43,680 of loan notes were converted to equity at a 0.60 share price. The Notes are held by 29 holders who are also shareholders in the business (holding approximately 17% collectively). The repayment date for this loan has been extended 3 times previously and is currently repayable in full on 31/12/2022. These extensions were subject to the issue of additional warrants to Noteholders.

2. £75,000 Secured End User Licence Agreement Loan at an interest rate of 6% per annum, with a repayment date of 31/12/2022. The Licence Agreement exists between Quotall and Sabrefish Limited, a Java software house, who have developed and continue to provide some components integrated in the Quotall platform. Both Sabrefish Limited and its majority shareholder are shareholders in Quotall.

Both of these secured debts benefit from a debenture over the assets of the company. They are subject to an intercreditor agreement ranking them pari-passu in respect of their claims on assets. The company intends to extend, restructure or re-finance its secured debt obligations prior to the 2022 repayment date.

3. £52,500 Unsecured Loan from Sabrefish Limited at an interest rate of 4% per annum. The repayment date for this loan is 31/12/2022. The loan relates to development activity which Sabrefish Limited agreed to supply on an extended credit basis.

4. Two Directors Loans totalling £114,280 from Founders of the Business Steve Sherlock & Simon Ball. The loans are non-interest bearing and will be repaid in instalments from future revenue of the Company once there are sufficient profits to do so.

Regular Trade Credit:

The Company has a total of £44,811 owed to trade creditors resulting from normal course of business, £22,650 of this total is owed to Sabrefish Ltd.

Accruals:

The Company has a total balance of £179,184 outstanding accruals. These include Pension contributions and Expense accruals, as well as:

1. A mixture of PAYE and NI payments, as well as unpaid salaries which are owed to staff members totalling £77,827. The company will look to repay this outstanding balance when they are in a position to do so.

2. Outstanding VAT payments owed to HMRC totalling £83,215. A payment plan has been established with HMRC, and the Company is currently repaying this balance in monthly instalments.

Other Liabilities:

1. A £45,000 fee to Hines Associates which will become payable as a result of the sale of Quotall. Hines Associates were previously engaged by Quotall to act on behalf of the Company when selling the business to an interested party was being considered after an approach. Their fee agreement will become payable in the event of a future sale of the business.

2. Quotall previously entered into a license agreement with Markerstudy Insurance Services Limited, a client of the business, which included within it an option for the client to take out a license for an additional software product provided by Sabrefish. Should Markerstudy decide to exercise the option, Quotall will be obligated to pay a license fee to Sabrefish, the accrual for which currently stands at £209,945. This fee may not have to be paid, but remains a liability on the balance sheet of business. In the event of this license option being exercised, the company would plan to pay the fee to Sabrefish out of the licence revenue from renewal of their contract with Markerstudy. The license revenue from this contract is currently £325,000 per annum.

The funds raised from this investment round will not be used to repay these loans.

Services:

The Company relies on services from Sabrefish Limited who have helped to develop and support some of the components of the Quotall platform. These components include: a product configurator, a quote engine (including xml web service messaging) and integrations to other third party components e.g. document generator, the database and document store. Sabrefish is a shareholder in Quotall and there is an in-perpetuity license agreement to secure the IP. The services provided to the Company by Sabrefish are not unique, and the Company believes they could source alternatives from elsewhere should there be the need to do so in the future.

Ownership:

The management team of the business currently own 24% of the issued share capital. The majority shareholding (61.9%) is held through Aldbridge Services Ltd, a nominee structure with underlying beneficial owners of the shares.