REG - Ceiba Investments Ld - Statement re Second Amendment of Bond Instrument

Ceiba InvestmentsAnnouncement

13/02/2026 17:15

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RNS Number : 0184T  Ceiba Investments Limited  13 February 2026

STATEMENT RE SECOND AMENDMENT OF BOND INSTRUMENT

CEIBA INVESTMENTS LIMITED

 

(TICKER CBA, ISIN: GG00BFMDJH11)

Legal Entity Identifier: 213800XGY151JV5B1E88

 

SECOND AMENDMENT OF BOND INSTRUMENT (22 MARCH 2021)

 

CEIBA Investments Limited, the largest listed foreign investor solely
dedicated to investing in Cuba, announces that today it will circulate to the
holders (the "Bondholders") of the €25,000,000 senior, unsecured
convertible bonds due 2029 issued by the Company on 21 March 2021, as amended
by a first amendment agreement on 24 January 2025 (the "First Amendment
Agreement") (the "Bonds") seeking their approval to enter into a second
amendment agreement (the "Second Amendment Agreement") to amend the original
bond instrument dated 22 March 2021 constituting the Bonds (the "Original Bond
Instrument"), as amended by the First Amendment Agreement.

 

The circular ("Circular") to Bondholders and the Second Amendment Agreement
are attached to this Announcement and can also be accessed via the Company's
website www.ceibainvest.com (http://www.ceibainvest.com/) .

http://www.rns-pdf.londonstockexchange.com/rns/0184T_1-2026-2-13.pdf
(http://www.rns-pdf.londonstockexchange.com/rns/0184T_1-2026-2-13.pdf)

http://www.rns-pdf.londonstockexchange.com/rns/0184T_2-2026-2-13.pdf
(http://www.rns-pdf.londonstockexchange.com/rns/0184T_2-2026-2-13.pdf)

 

In RNS Announcement 7758R of 5 February 2026 we announced that during the
month of February 2026, in order to avoid a potential event of default under
the terms of the Bond Instrument, the Company would discuss with Bondholders a
formal proposal to amend some of the terms of the Bond Instrument,
including, inter alia, to:  i) extend the term of the Bond Instrument by 12
months by deferring each of the four remaining segments (B, C, D and E) by
that additional period; ii) allow the Company to issue new ordinary shares at
a price per Share that is less than the latest published NAV (as defined in
the Articles of Incorporation of the Issuer) per Share at the time of
issuance; and iii) allow the Company to sell part of its assets provided that
the proceeds of such issuance or sale are applied towards the repayment of
Segment B and other Segments that are due payable under the Bond Instrument.

 

Based on the outcome of these discussions, it would now appear that the
required qualified majority of Bondholders support the proposal to amend the
terms of the Original Bond Instrument, as amended by the First Amendment
Agreement executed 24 January 2025, and approve the Second Amendment
Agreement.

 

The final terms contained in the Second Amendment Agreement stipulate that the
final payment date is extended to 31 March 2030 and that the Company is
authorized to sell assets of the Company and issue new ordinary shares in the
capital of the Company at such price as the Board of Directors determines from
time to time, even at a discount to the net asset value per share. Following
the original expiry date of 31 March 2026, the interest rate on the Bonds will
increase to 15%.

 

Today, Bondholders will receive the Circular containing the extraordinary
resolutions to be proposed seeking the Bondholders approval of the Company's
entry into the Amendment Agreement. In order to be passed successfully, the
Extraordinary Resolutions require Bondholders together holding at least 60% of
the principal amount of the Bonds in issue to vote in favour of the
Extraordinary Resolutions on or before 27 February 2026. Subject to and
following the successful passing of the Extraordinary Resolutions the Company
will thereafter enter into the Second Amendment Agreement amending the terms
of the Original Bond Instrument.

 

John A. Herring

Chairman

 

 

For further information, please contact:

 

 Sebastiaan Berger                                      Via NSM Funds Limited

 Singer Capital Markets                                 Tel: +44 (0)20 7496 3000

 James Maxwell / Patrick Weaver (Corporate Finance)

 Sam Geatrex (Sales)

 NSM Funds Limited                                      Tel: +44 (0)1481 743030

 

www.ceibainvest.com (http://www.ceibainvest.com/)

 

END OF ANNOUNCEMENT

 

 

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