Camgraphic Limited – shareholders’ resolutions

The deadline for the shareholders’ resolutions has passed (14 Jun 2024 - noon)

This overview is provided to make it easier for you to form your own view about the opportunity. This is a company for which Wealth Club has previously raised capital. 

What Wealth Club has done: we have reviewed the information provided by the Company and done our own research. Note: this doesn’t constitute an audit.

What to expect post-investment: the Company should provide bi-annual updates for Wealth Club to distribute to shareholders. The Company may also communicate with shareholders directly, however Wealth Club Nominees, which holds the shares, will be responsible for all corporate resolutions and communications relating to voting and pre-emption matters. 

Camgraphic Limited (“Camgraphic” or the “Company”), is developing a next-generation Graphene Integrated Photonics platform that could be a core enabler for the creation of telecom and datacom devices operating at the very high speeds and bandwidths that 5G/6G and AI processing systems demand.

As discussed in the Company’s communication to shareholders in May, Camgraphic withdrew from a planned merger with Phoelex. 

To progress its investment plans, Camgraphic has now structured a new deal with Phoelex’s lead investor Indaco Ventures – a specialist Italian VC with €350 million+ AUM . 

Camgraphic intends to use newly issued shares to purchase an option over the convertible loan note (“CLN”) in Phoelex currently held by Indaco Ventures, Techgate  and Nadav Rosenberg (Indaco Deal Team). 

The Company is now seeking shareholders’ approval to issue new shares and disapply pre-emption rights in relation to this transaction. Lead investor, Frontier IP Group plc and the co-founders have already indicated approval.

Following the completion of this transaction, Indaco and its co-investors intend to invest a minimum of £780k under a new £3.5 million Camgraphic CLN as part of a pre-Series A round – not guaranteed. The terms of this CLN are summarised below and available to download from this page. 

Wealth Club investors will also have an opportunity to participate in the CLN on the same terms – more information will be available on this page after the shareholder vote.

Management remains confident it can complete the planned £30 million Series A round by late Q3’24/early Q4’24, not guaranteed and subject to the Indaco transaction proceeding.

What next? Deadline for the vote Friday 14 June 

Wealth Club Nominees Limited will respond on behalf of all Wealth Club investors. Consequently, Wealth Club investors are asked how they would like to vote, to inform the nominee's decision. The nominee will vote in line with the majority of the responses received from the underlying shareholders, as measured by the number of shares owned beneficially by them (see Wealth Club terms, in particular section B5).

Please read the information below as well as the documents the Company has prepared (available to download from this page) then express your vote – the deadline to respond is midday Friday 14 June.

Important: The information on this website is for experienced investors. It is not a personal recommendation to invest. If you’re unsure, please seek advice. Investments are for the long term. They are high risk and illiquid and can fall as well as rise in value: you could lose all the money you invest. The overview provided is based on the information made available to Wealth Club by the Company. Wealth Club has reviewed such information but not verified or audited it.

Transaction summary

Management has prepared a summary of the proposed transaction and the Shareholders’ Resolutions, please download it from this page and carefully read all documents before voting.

The Pre-Series A transaction comprises of several steps. In brief: 

  1. Camgraphic will issue shares equivalent to 6.7% of the post-money equity of the business (an effective share price of £8.67) to Phoelex CLN holders in return for an option on those Phoelex CLNs. Shareholders are asked to approve the issue of these shares
  2. Once approved, Indaco and its co-investors will invest £780k in Camgraphic under the new Camgraphic CLN (see below)
  3. Camgraphic will seek to fill the CLN’s £3.5 million capacity (including the £780k already committed) providing sufficient runway to complete the Series A – not guaranteed

In its latest communication to shareholders, Management has indicated that the Series A is now expected before receiving the €211 million EU grant package (which could represent a major value inflection point for the business) and therefore, the Series A is expected to be priced flat at £15 per share – not guaranteed. 

Convertible Loan Note (CLN) summary

For convenience, the terms of the CLN are summarised below. The full terms are available to download from this page. 

The CLN will be up to £3.5 million and will be unsecured and repayable after two years if not converted. 

No interest will accrue on these loan notes.

The CLN will convert in one of three scenarios:

  • Qualified Financing – if a funding round of at least £30 million is secured (excluding amounts raised under existing CLNs and ASAs), the CLN will automatically convert at a 20% discount to the round.
  • Unqualified Financing – with any other financing round, the CLN will convert at a 20% discount to the round at the discretion of the noteholder.
  • Fundamental Transaction (Sale or IPO) – if the business is sold or listed within two years, the CLN will convert at a 20% discount to the transaction.

Risks – important 

This is a single-company offer with no diversification. It involves investing in an early-stage, loss-making business, which is by nature high-risk and prone to failure. There is a risk that the capital raised may not be sufficient to achieve the Company’s objectives. You could lose the amount you invest.

Like all investments available through Wealth Club, it is only for experienced investors happy to make their own investment decisions without advice.

There is no ready market for unlisted shares: they are illiquid and hard to sell and value. There will need to be an exit for you to receive a realised return on your investment, which could be several years.

Before you invest, please carefully read the offer documents alongside the Wealth Club Risks and Commitments.

Wealth Club aims to make it easier for experienced investors to find information on – and apply for – investments. You should base your investment decision on the offer documents and ensure you have read and fully understand them before investing. The information on this webpage is a marketing communication. It is not advice or a personal or research recommendation to buy any of the investments mentioned, nor does it include any opinion as to the present or future value or price of these investments. It does not satisfy legal requirements promoting investment research independence and is thus not subject to prohibitions on dealing ahead of its dissemination. 

The details

Single company
Healthcare & Technology
Target return
Funds raised / sought
Minimum investment
Last updated: 6 June 2024

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