REG - Cambria Africa PLC - Open Offer raises £2.1 million Equity

Cambria AfricaAnnouncement

10/07/2018 14:50

RNS Number : 2006U
Cambria Africa PLC
10 July 2018
 


Cambria Africa Plc
("Cambria" or the "Company")
 
Open Offer raises £2.1 million Equity
 
Result of Open Offer
 
Cambria announced on 15 May 2018 an Open Offer to Qualifying Shareholders which has raised a total equity investment of £2.1 million (US$2.8 million) as a result of issuing 191 million ordinary shares.  A total of £503,102.50 was raised in cash from minority shareholders and £1,595,000 was raised through conversion of its loans into equity by Ventures Africa Limited (VAL).  VAL is the controlling and majority shareholder of the Company.
 
Including VAL's Open Offer Participation, the aggregate participation ratio was 81%.   Of minority shareholders, 45% participated in the Open Offer. Excluding Consilium, and funds under their management or influence, 60% of minorities participated in the Open Offer.  Cambria signed a deed of settlement with Consilium in October 2017.
 
The Open Offer closed for applications at 11.00 a.m. on Friday, 6 July 2018. Applications under Open Offer Entitlements totalled 190,288,648, being 145,000,000 from VAL and 45,288,648 from remaining shareholders, while 447,945 applications were received under the Excess Application Facility.
 
Comment on Open Offer
 
Commenting on the Open Offer Result, Mr. Shasha said,
 
"I spoke to many investors who participated in the Open Offer. Like myself, they were businesspeople and entrepreneurs for whom this investment is a significant part of their portfolio.  This is a vote of confidence by my co-shareholders for Cambria Africa and most importantly our explicit strategy of investing in Zimbabwe.
 
"The Company is now holding over $2.8 million cash following completion of the Open Offer and from operations, allowing us to identify and act on investment opportunities in Zimbabwe. Our balance sheet is stronger than it has been in a long time , with net equity per share up 64% at 0.85 cents per share debt down 71%."
 
Issue of New Ordinary Shares
 
It is anticipated that trading in the shares issued under the Open Offer will commence on 16 July 2018 ("Admission"). Following Admission, the Company will have 544,575,605 total shares in issue. Cambria has no shares in Treasury, therefore this figure may be used by shareholders from Admission as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FCA's Disclosure and Transparency Rules.
 
Following Admission, VAL will own 377,000,000 Ordinary Shares in the Company, representing 69.2% of the issued share capital of the Company. Prior to the Open Offer, VAL owned 232,000,000 Ordinary Shares (65.6%).  
 
Financial Effects and Pro Forma Balance sheet
 
As a result of the Open Offer, Cambria's Net Asset Value ('NAV') per share increases by 0.33 cents (US) per share to 0.85 cents (US) per share from 0.52 cents (US) per share, a 64% improvement. Debt will fall by 71% from $2.96 million to $846,000 as a result of VAL's Open Offer Participation.
 
Set out below is the unaudited pro forma statement of financial position illustrating the impact of the Open Offer on the most recently published Statement of Financial Position of the Company as at 28 February 2018:
 




 


BEFORE


Adjustment 1


Adjustment 2


AFTER




 


Consolidated & unaudited


Open Offer: VAL's Entitlement


Balance of Open Offer


Pro forma consolidated & unaudited




 


28-Feb-18


 


 


 28-Feb-18




 


US$'000


US$'000


US$'000


US$'000




 


 


 


 


 




Property, plant and equipment


2,802


 -


 -


 2,802




Goodwill


717


 -


 -


717




Intangible assets


20


 -


 -


20




Total non-current assets


3,539


 -


 -


3,539




Inventories


225


 -


 -


225




Financial assets at fair value


99


 -


 -


99




Trade and other receivables


1,004


 -


 -


 1,004




Cash and cash equivalents


1,518


 -


668


 2,186




Discontinued operation


2


 -


 -


2




Total current assets


2,848


 -


668


3,516




Total assets


6,387


 -


668


7,055




 


 


 


 


 




Equity


 


 


 


 




Issued share capital


51


19


6


76




Share premium account


85,686


 2,099


662


88,447




Revaluation reserve


438


 -


 -


438




Foreign exchange reserve


(10,625)


 -


 -


(10,625)




Non distributable reserves


 1,905


 -


 -


 1,905




Retained losses


(75,613)


 -


 -


(75,613)




Equity attributable to owners


1,842


2,118


668


4,628




Non-controlling interests


60


 -


 -


60




Total equity


1,902


2,118


668


4,688




 


 


 


 


 




Liabilities


 


 


 


 




Loans and borrowing


1,464


(1,464)


 -


 -




- VAL Loan


1,464


(1,464)


 -


 -




- CABS Loan


 -


 -


 -


 -




Trade and other payables


90


 -


 -


90




Provisions


195


 -


 -


195




Deferred tax liabilities


184


 -


 -


184




Total non-current liabilities


1,933


(1,464)


 -


469




Current tax liabilities


313


 -


 -


313




Loans and borrowings


1,500


 (654)


 -


846




- VAL Loan


972


 (654)


 -


318




- CABS Loan


528


 -


 -


528




Trade and other payables


714


 -


 -


714




Discontinued operations


25


 -


 -


25




Total current liabilities


2,552


 (654)


 -


1,898




Total liabilities


4,485


(2,118)


 -


2,367




Total equity and liabilities


6,387


 -


668


7,055




 


 


 


 


 -




Number of shares in issue ('000s)


353,839


145,000


45,737


544,576




NAV (cps)


0.52


 


 


0.85




 
 
Notes to adjustments:
1.            VAL's Open Offer Participation of 145,000,000 Ordinary Shares and accordingly, converting £1.595 million (approximately $2.12 million) of the VAL Loans into Equity.
2.            Open Offer participation by Qualifying Shareholders other than VAL, of 45,736,593 Ordinary Shares raising £503,102.50 (approximately $668,000).
 
Definitions
 
This announcement should be read in conjunction with the full text of the Circular posted to Shareholders on 5 June 2018, a copy of which is available on the Company's website at (http://www.cambriaafrica.com/investors/shareholder-documents).
 
Capitalised terms in this announcement have the same meaning as given in the Circular.
 
This announcement includes inside information as defined in Article 7 of the Market Abuse Regulation No. 596/2014 and is disclosed in accordance with the Company's obligations under Article 17 of those Regulations.
 
 




Contacts


 




 


 




Cambria Africa Plc:


www.cambriaafrica.com




Samir Shasha


+44 (0) 207 669 0115




Email:


info@cambriaafrica.com




 


 




WH Ireland Limited:


www.wh-ireland.co.uk




James Joyce / Alex Bond


+44 (0) 20 7220 1666




 
 
 
 
NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM




1


Details of the person discharging managerial responsibilities/person closely associated




a)


Name


Samir Shasha




2


Reason for the notification




a)


Position/status


Chief Executive Officer, Cambria Africa Plc




b)


Initial notification/ Amendment


Initial Notification




3


Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor




a)


Name


Cambria Africa Plc




b)


LEI


N/A




4


Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted




a)


Description of the financial instrument, type of instrument
 
Identification code


Ordinary Shares of 0.01p each
 
 
IM00B28CVH58




b)


Nature of the transaction


Conversion of loan from ultimate beneficially owned company, Ventures Africa Limited




c)


Price(s) and volume(s)






Price(s)


Volume(s)




1.10p


145,000,000




 




d)


Aggregated information
-     Aggregated volume
-     Price


 
145,000,000

1.10p




e)


Date of the transaction


6 July 2018




f)


Place of the transaction


London Stock Exchange, AIM




 




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