Ncondezi Energy Limited Convertible Loan Conversions (7527M)
16 Janvier 2023 - 8:00AM
UK Regulatory
TIDMNCCL
RNS Number : 7527M
Ncondezi Energy Limited
16 January 2023
News Release
Conversion Notices Received
16 January 2023: Ncondezi Energy Limited ("Ncondezi" or the
"Company") (AIM:NCCL) announces the receipt of shareholder loan
conversion notices in relation to approximately GBP305,068 of
outstanding convertible loan, together with interest, into ordinary
shares of the Company ("Shares").
The conversion notices have been received from Company Chairman
Michael Haworth and Seritza Limited ("Seritza"), a private company
owned by a trust of which Chief Executive Officer of Ncondezi,
Hanno Pengilly, is a potential beneficiary (together, the
"Converting Lenders").
Under the terms of the convertible loan, each of the Converting
Lenders has the right to convert the principal portion of their
loan into Ncondezi Shares at a 25% discount to the Volume Weighted
Average Price ("VWAP") on the thirty days immediately preceding the
date of the conversion notice with a floor price of GBP0.005 per
ordinary share, and the right to convert the interest thereon at a
30% premium to VWAP.
In addition, Ncondezi has 15 business days to exercise its right
to exclude up to 50% of the amount to be converted on condition
that it is immediately redeemed in cash. The Company's independent
director, Aman Sachdeva, is assessing the Company's options in
respect to what is in the best interest of shareholders,
particularly in regard to minimising shareholder dilution.
An update to shareholders will be provided within 15 business
days confirming Ncondezi's position on exercising its repayment
rights and the number of new shares to be issued to the Converting
Lenders and the timing of admission of those shares to trading on
AIM.
Subject to receiving additional conversion notices in the
meantime, following conversion by the Converting Lenders,
approximately GBP83,000 of principal will remain outstanding under
the convertible loan, with associated interest, all of which will
be held by Company Non-Executive Director, Scott Fletcher.
Articles of Association
Under Article 32 of the Company's Articles of Association, where
a person or persons acting in concert acquire 30% or more of the
Company's issued share capital, the Board may, but is not obliged
to require such persons to extend the offer to all
shareholders.
Whilst the Directors do not believe Sertitza, Mike Haworth and
Scott Fletcher to be acting in concert, for the purposes of Article
32, Aman Sachdeva, as the independent director has in any event
agreed that it is in the best interest of the Company to reduce its
debt burden and interest commitments through the conversion of the
Loans and not to restrict any of them from acquiring further shares
to support the Company in the future. This will be reassessed in
light of the then current circumstances in the event that any of
Seritza Limited, Mike Haworth or Scott Fletcher (with their
connected parties) individually own or control 30% or more of the
issued share capital or if, in aggregate, they own or control 40%
or more of the issued share capital.
Enquiries
For further information please visit www.ncondezienergy.com or
contact:
Ncondezi Energy Hanno Pengilly +27 (0) 71 362 3566
Liberum Capital Limited Scott Mathieson, Edward Thomas, +44 (0) 20 3100
NOMAD & Joint Broker Kane Collings 2000
Novum Securities
Limited +44 (0) 20 7399
Joint Broker Colin Rowbury 9427
Pimlico Advisory
Ltd +44 (0) 777 56 55
Investor Relations Elizabeth Johnson 927
This announcement contains inside information for the purposes
of Article 7 of Regulation (EU) No 596/2014 which is part of UK law
by virtue of the European Union (Withdrawal) Act 2018. Upon
publication of this Announcement and such information is now
considered to be in the public domain. The person who arranged for
the release of this announcement on behalf of the Company was Hanno
Pengilly.
About Ncondezi Energy
Ncondezi is an African power development company focused on the
development of a 300MW solar PV plus BESS renewable energy in the
Tete Province in northern Mozambique.
It is the intention that the Solar Project will connect to the
Mozambique grid with target power off takers in Mozambique and the
Southern African Power Pool (SAPP).
The Solar Project takes full advantage of Mozambique's leading
sustainable energy resources and is fully aligned with Government's
objective to become a champion for energy transition impacting all
of Southern Africa.
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