REG - AIQ Limited - Issue of Convertible Loan Notes to raise £500,000

AiqAnnouncement

25/01/2022 10:15

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RNS Number : 5597Z  AIQ Limited  25 January 2022

25 January 2022

 

AIQ Limited

("AIQ" or the "Company")

 

Issue of Convertible Loan Notes to raise £500,000

 

The Board of AIQ Limited (LSE: AIQ) announces that it has raised £500,000
through the issue of unsecured convertible loan notes (the "Loan Notes") to
three existing shareholders including an Executive Director of the Company as
set out further below (together the "Noteholders").

 

The Loan Notes have been issued to the Noteholders as follows:

 

·    £250,000 to Li Chun Chung, an Executive Director of the Company and
who, as at the date of this announcement, has an interest in 1,425,500
ordinary shares in the Company ("Ordinary Shares"), representing 2.2% of the
Company's issued share capital

 

·    £125,000 to Soon Beng Gee who, as at the date of this announcement,
has an interest in 11,766,650 Ordinary Shares, representing 18.2% of the
Company's issued share capital

 

·    £125,000 to Lee Ching Liang who, as at the date of this
announcement, has an interest in 11,766,650 Ordinary Shares, representing
18.2% of the Company's issued share capital

 

The proceeds of the Loan Notes will be used for working capital purposes as
well as widening the Company's offer to new sectors. As stated previously, the
Board undertook significant cost-cutting measures and a fundamental strategic
review. Steps were taken to preserve cash while seeking to reposition the
business by widening its focus beyond e-commerce. While it is early days, the
Company has received interest in its IT solutions it can provide for
blockchain technology and digital assets.

 

AIQ is looking to capitalise on a lack of IT solutions providers specialising
in delivery of blockchain platforms in Asia and to take advantage of the
increasing popularity of decentralised finance and NFTs in the region.
Strategically, the Company hopes to build the AIQ brand as a leading project
manager and IT solutions provider in the Asia Pacific market.

 

It is proposed that following the successful award of a contract, announced on
4 October 2021, to project manage a decentralised finance platform, the focus
of the Company will be to build on this and support the management team and
enable them to develop within this fast-growing sector. The initial step in
this process will be to forge partnerships with key solutions providers so as
to enable the Company to provide a full service, one-stop solution to
potential clients.

 

For the year ended 31 October 2021, the Company's unaudited revenues were
£60,000 (FY 2020: £154,000) and unaudited cash balances at 31 December 2021
were £540,000 (31 October 2021: £581,000). The Company's full year audited
results are expected to be announced at the end of February 2022.

 

Terms of the Loan Notes

 

On 24 January 2022, the Company entered into an unsecured convertible loan
note agreement with the Noteholders for a total subscription of £500,000.

 

The Loan Notes have an expiration date of 24 January 2024 ("Expiration Date")
and can be repaid, in part or in full, by the Company on 31 December in any
year prior to the Expiration Date by giving not less than 14 days' written
notice to the Noteholders. All outstanding Loan Notes attract interest at a
rate of 5% per annum from the date of issue (24 January 2022) to the date of
repayment or conversion.

 

The Loan Notes shall be convertible into new Ordinary Shares of the Company at
the lesser of 11 pence per Ordinary Share or the Volume Weighted Average Price
of the Company's Ordinary Shares on the London Stock Exchange in the seven-day
period prior to the date on which the Loan Note is converted into Ordinary
Shares. The Loan Notes shall be convertible, in part or in full, at any time
from the date of issue until the Expiration Date by the Noteholder giving to
the Company at least one week's written notice (the "Conversion Notice").

 

In the event of the Company receiving a Conversion Notice in circumstances
where the Company would be required to publish a prospectus in relation to the
application to trading of such Ordinary Shares, the Company shall have the
sole right to reject such notice. In addition, a Noteholder shall not be
permitted to issue a Conversion Notice if they are in possession of any
unpublished price sensitive or inside information as such terms are defined in
the UK Criminal Justice Act 1993 and the Market Abuse Regulation (as in force
in the United Kingdom).

 

Related Party Transaction

 

The Noteholders are deemed to be related parties by virtue of their combined
shareholdings of 38.6% and Li Chun Chung being an Executive Director. Graham
Duncan and Harry Chathli, being Independent Non-Executive Chairman and
Non-Executive Director of the Company respectively, consider that the terms of
the Loan Notes are fair and reasonable insofar as the Company's shareholders
are concerned.

 

Enquiries

 

 AIQ Limited                                           c/o +44 (0)20 7618 9100
 Graham Duncan, Chairman

 VSA Capital Limited (Financial Adviser & Broker)      +44 (0)20 3005 5000
 Andrew Raca (Corporate Finance)

 Luther Pendragon (Media Relations)                    +44 (0)20 7618 9100
 Claire Norbury

 

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