TIDMNCCL
RNS Number : 9489O
Ncondezi Energy Limited
06 February 2023
News Release
Convertible Loan Fully Converted
6 February 2023: Ncondezi Energy Limited ("Ncondezi" or the
"Company") (AIM:NCCL) announces that following the previous
announcements on 16 and 17 January 2023, all convertible loan and
interest will be converted into ordinary shares of no par value
("Ordinary Shares") in the Company according to the terms of the
convertible loan agreement.
An aggregate of 75,787,027 Ordinary Shares will be issued and
application will be made for the admission of the Ordinary Shares
to trading on AIM ("Admission"), with Admission expected to take
place on or around 9 February 2023. The Ordinary Shares will rank
pari passu in all respects with the existing Ordinary Shares of the
Company.
Of the new shares to be issued, 3,913,087 will be issued to
Company Chairman, Michael Haworth, 15,213,515 will be issued to
Non-Executive Director, Scott Fletcher, and 53,580,573 will be
issued to Seritza Limited ("Seritza"), a private company owned by a
trust of which Chief Executive Officer of Ncondezi, Hanno Pengilly,
is a potential beneficiary.
The Company's independent director, Aman Sachdeva, assessed the
Company's rights to exclude up to 50% of the amount to be converted
through an immediate cash redemption, and considers, having
consulted with the Company's advisers, that exercising this right
is not in the best interest of Company, particularly given that the
Company's available capital is committed to its existing solar
power development programme.
In addition to the convertible loan and interest conversion, the
Company will issue a further 3,079,852 shares and transfer the
2,869,840 shares currently held in Treasury, in lieu of deferred
fees totalling GBP71,767 to certain contractors and consultants to
the Company, as previously announced on 22 November 2022, plus a
further GBP15,000 in deferred fees due to certain consultants.
Following the conversion of the convertible loan and issue of
new shares, Chairman, Michael Haworth, will be beneficially
interested in 23,936,549 Ordinary Shares, representing 4.23 per
cent of the Company's enlarged issued share capital. Non Executive
Director, Scott Fletcher, will be beneficially interested in
122,979,090 Ordinary Shares representing 21.71 per cent of the
Company's enlarged issued share capital. Seritza will be
beneficially interested in 53,580,573 Ordinary Shares, representing
9.46 per cent of the Company's enlarged issued share capital. In
addition, Hanno Pengilly is beneficially interested in 3,531,776
Ordinary Shares, representing 0.62 per cent of the Company's
enlarge issued share capital.
Following Admission, the Company's issued share capital will
comprise of 566,501,146 Ordinary Shares. No Ordinary Shares will be
held in treasury.
Therefore the number of Ordinary Shares in issue carrying voting
rights will be 566,501,146 and this figure may be used as the
denominator for the calculations by which they will determine if
they are required to notify their interest in, or a change to their
interest in, the Group under the Financial Conduct Authority's
Disclosure and Transparency Rules.
Ncondezi Chief Executive Officer, Hanno Pengilly said: "The
convertible loan conversions will have a material impact on
reducing the Company's debt burden and interest commitments,
tidying up its balance sheet as the transition into a dedicated
renewable energy developer is finalised. The conversions will
result in greater director shareholdings in the Company emphasising
ongoing director support and alignment with existing
shareholders."
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 (the "Tete Solar
Project").
It is the intention that the Tete Solar Project will connect to
the Mozambique grid with target power off takers in Mozambique and
the Southern African Power Pool (SAPP).
The Tete 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 Southern Africa.
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END
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