REG-Everest Global Plc: Issue of £0.250 million under the Loan Note Instrument

Everest GlobalAnnouncement

26/11/2024 07:00

 

26 November 2024

Everest Global plc

(“Company”)

Issue of £0.250 million under the Loan Note Instrument

 

Further to the Company’s announcement of 16 August 2024, the directors of
the Company are pleased to announce that the Company will issue a further CLN
of £250,000 to  SPC under the terms of the Loan Note Instrument. Following
the issue of this CLN, SPC holds, in aggregate 13 CLNs with an aggregate value
of £3.250 million.  

 

In addition, SPC has advanced an amount of approximately £155,000 (the total
investment made in respect of this advance and the above mentioned CLN was
HK$4 million which is subject conversion at the prevailing exchange rate) over
and above the CLN which will attract the same interest rate as the CLNs (being
6 per cent. per annum) (“Advanced Funds”) and, if and when topped up to
£250,000, can be converted into a CLN under the Loan Note Instrument.

 

The Company is pleased to confirm that the funds in relation to the issue of
the CLN and the Advanced Funds were received by it on 25 November 2024.

 

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 additional CLN and the Advanced Funds 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 Instrument are as set out in the
Company’s announcement dated 16 August 2024. Defined terms in this
announcement shall have the same meaning as set out in the Company’s
announcement dated 16 August 2024.

As at today’s date, excluding any accrued interest and the CLN issued to SPC
under the Loan Note Instrument set out in this announcement, £3,254,450  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   
 £3,000,000 unsecured convertible loan notes of £0.04 each    15 August 2024                                                                           £3,000,000   6                                             14 August 2027                            £0.04 per Ordinary Share   
 Total:                                                                                                                                                £3,254,450   5,089,006                                                                                                          
                                                                                                                                                                                                                                                                                       

 

 

 

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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