REG-Everest Global Plc: £3.0 million received from subscription of New Convertible Loan Notes

Everest GlobalAnnouncement

23/08/2024 15:45

 

23 August 2024

Everest Global plc

(“Company”)

£3.0 million received from subscription of New Convertible Loan Notes

 

The directors of the Company refer to the announcement of 15 August 2024
whereby the Company constituted a loan note instrument pursuant to which the
Company may issue up to £50 million loan notes in tranches of integral
multiples of £250,000 at any time. Each tranche of loan notes will have an
initial term of 3 years from the date of the certificate being issued to the
relevant noteholder (the “Loan Note Instrument”).

 

The Company announced that it had issued 14 unsecured convertible loan notes
(“CLNs”) to Surich Real Estate Opportunity Fund SPC (“SPC” or the
“Noteholder”) in an aggregate value of £3.5m.  Subsequently, the
Noteholder and the Company agreed that £3.0m of funds would be sufficient for
the Company’s current working capital requirements and accordingly, the
subscription was amended to comprise 12 CLN’s and £3.0 million has been
received into the Company’s bank account. The Noteholder has indicated that
should the Company require further funding it would be amenable to subscribe
for more, should their circumstances permit.

 

SPC is wholly owned and controlled by Mr Ziwei Peng. Mr Peng is the owner and
controller of Golden Nice International Group Limited, which holds a 24.55%
interest in the issued share capital of the Company. Given Mr Peng’s holding
in the Company, the issue of the CLNs to SPC is a related party transaction
for the purposes of Rule 7.3 of the Disclosure Guidance and Transparency
Rules.

 

The Company is issuing the CLNs to fund the Company's working capital and
capital expenditure requirements for the time being and in order to work
towards executing its strategy to undertake one or more further acquisitions
of businesses (either shares or assets) in the beverage distribution and
production sector in the UK and the rest of Europe as set out in its
prospectus dated 31 October 2023.

 

The material terms of the Loan Note Instruments are:

-          the aggregate principal amount of the loan notes is
limited to £50m and they will be issued in integral multiples of £250,000;

-          the loan notes issued pursuant to the Loan Notes
Instrument  are unsecured;

-          the term of each tranche of loan notes is 3 years from the
date of the certificate of the applicable loan notes;

-          they are convertible into ordinary shares of £0.02 each
in the issued share capital of the Company (“Ordinary Shares”);

-          the Noteholder will not be able to convert loan notes in
the first 12 months from the date of issue of such loan notes;

-          the Noteholder will not be able to convert loan notes if
in any rolling 12 month period Everest has already issued 20% of its entire
issued share capital, unless:
* a prospectus is published by the Company which includes a disclosure
referring to the conversion of such loan notes and admission of the new
Ordinary Shares to the Official List of the Financial Conduct Authority and to
trading on the London Stock Exchange’s main market for listed securities;
and 
* the issue of such new Ordinary Shares will not result in such noteholder,
together with any persons acting in concert with it, holding 30 per cent. or
more of the voting rights of the Company at any time;
-          the Noteholder will not be able to convert loan notes to
the extent that such noteholder, together with anyone acting in concert with
them, will hold 30% or more of the voting rights in Everest,  unless
independent shareholders have given their approval and the Takeover Panel has
waived the obligation to make an offer for the entire issued share capital of
Everest;

-          the Noteholder may request the payment of interest on the
anniversary date of the issue of the loan notes to them or request that the
interest is rolled up and capitalised;

-          the interest rate that will be applied to outstanding loan
notes s is 6% per annum;

-          the conversion price of the loan notes is a price per
Ordinary Share of £0.04;

-          at the end of the term of each tranche of loan notes (or
such other date that the Company notifies the relevant noteholders in writing
in respect of such tranche of loan notes), Everest will repay the principal
amount of such tranche of loan notes not converted, plus accrued interest, by
issuing new ordinary shares or cash (at the Company’s election) ; and

-          the CLNs can only be transferred to a party approved by
the Directors.

 

As at today’s date, excluding any accrued interest, £254,450 of previously
issued convertible loan notes remain outstanding pursuant to convertible loan
note deeds (all of which are held by Golden Nice International Group Limited,
a company wholly owned by Mr Ziwei Peng), further details of which are set out
in the table below:

 

 Convertible Loan Note Issue                                Date of Instrument                                                                                  Number of Convertible Loan Notes outstanding  Old Redemption Date/ New Redemption Date  Conversion Price           
 £250,000 unsecured convertible loan notes of £0.05 each    1 October 2018 (as amended on 5 October 2020 and on 29 July 2022 and 29 September 2023)  £162,500   3,250,000                                     30 September 2023/ 31 March 2025          £0.05 per Ordinary Share   
 £750,000 unsecured convertible loan notes of £0.05 each    31 March 2021 (as amended on 29 July 2022 and 24 January 2023 and 29 September 2023)     £91,950    1,839,000                                     30 September 2023/ 31 March 2025          £0.05 per Ordinary Share   
 Total:                                                                                                                                              £254,450   5,089,000                                                                                                          
                                                                                                                                                                                                                                                                                   

 

This announcement contains inside information for the purposes of Article 7 of
EU Regulation 596/2014 (which forms part of domestic UK law pursuant to the
European Union (Withdrawal) Act 2018).

 

The directors of the Company accept responsibility for the content of this
announcement.

For further information please contact:

 Everest Global plc                                                                                               
                                                                                                                  
 Andy Sui, Chief Executive Officer Rob Scott, Non-Executive Director  +44 (0) 776 775 1787 +27 (0)84 6006 001     
                                                                                                                  
 Cairn Financial Advisers LLP                                                                                     
 Jo Turner / Emily Staples                                            +44 (0) 20 7213 0885 / +44 (0)20 7213 0897  
                                                                                                                  

 

 



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