Convertible Loan Conversions
16/01/2023 07:00
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RNS Number : 7527M Ncondezi Energy Limited 16 January 2023
News Release
Conversion Notices Received
16 January 2023: Ncondezi Energy Limited ("Ncondezi" or the "Company")
(AIM:NCCL) announces the receipt of shareholder loan conversion notices in
relation to approximately £305,068 of outstanding convertible loan, together
with interest, into ordinary shares of the Company ("Shares").
The conversion notices have been received from Company Chairman Michael
Haworth and Seritza Limited ("Seritza"), a private company owned by a trust of
which Chief Executive Officer of Ncondezi, Hanno Pengilly, is a potential
beneficiary (together, the "Converting Lenders").
Under the terms of the convertible loan, each of the Converting Lenders has
the right to convert the principal portion of their loan into Ncondezi Shares
at a 25% discount to the Volume Weighted Average Price ("VWAP") on the thirty
days immediately preceding the date of the conversion notice with a floor
price of £0.005 per ordinary share, and the right to convert the interest
thereon at a 30% premium to VWAP.
In addition, Ncondezi has 15 business days to exercise its right to exclude up
to 50% of the amount to be converted on condition that it is immediately
redeemed in cash. The Company's independent director, Aman Sachdeva, is
assessing the Company's options in respect to what is in the best interest of
shareholders, particularly in regard to minimising shareholder dilution.
An update to shareholders will be provided within 15 business days confirming
Ncondezi's position on exercising its repayment rights and the number of new
shares to be issued to the Converting Lenders and the timing of admission of
those shares to trading on AIM.
Subject to receiving additional conversion notices in the meantime, following
conversion by the Converting Lenders, approximately £83,000 of principal will
remain outstanding under the convertible loan, with associated interest, all
of which will be held by Company Non-Executive Director, Scott Fletcher.
Articles of Association
Under Article 32 of the Company's Articles of Association, where a person or
persons acting in concert acquire 30% or more of the Company's issued share
capital, the Board may, but is not obliged to require such persons to extend
the offer to all shareholders.
Whilst the Directors do not believe Sertitza, Mike Haworth and Scott Fletcher
to be acting in concert, for the purposes of Article 32, Aman Sachdeva, as the
independent director has in any event agreed that it is in the best interest
of the Company to reduce its debt burden and interest commitments through the
conversion of the Loans and not to restrict any of them from acquiring further
shares to support the Company in the future. This will be reassessed in light
of the then current circumstances in the event that any of Seritza Limited,
Mike Haworth or Scott Fletcher (with their connected parties) individually own
or control 30% or more of the issued share capital or if, in aggregate, they
own or control 40% or more of the issued share capital.
Enquiries
For further information please visit www.ncondezienergy.com or contact:
Ncondezi Energy Hanno Pengilly +27 (0) 71 362 3566
Scott Mathieson, Edward Thomas, Kane Collings +44 (0) 20 3100 2000
Liberum Capital Limited
NOMAD & Joint Broker
Novum Securities Limited Colin Rowbury +44 (0) 20 7399 9427
Joint Broker
Elizabeth Johnson +44 (0) 777 56 55 927
Pimlico Advisory Ltd
Investor Relations
This announcement contains inside information for the purposes of Article 7 of
Regulation (EU) No 596/2014 which is part of UK law by virtue of
the European Union (Withdrawal) Act 2018. Upon publication of this
Announcement and such information is now considered to be in the public
domain. The person who arranged for the release of this announcement on behalf
of the Company was Hanno Pengilly.
About Ncondezi Energy
Ncondezi is an African power development company focused on the development of
a 300MW solar PV plus BESS renewable energy in the Tete Province in northern
Mozambique.
It is the intention that the Solar Project will connect to the Mozambique grid
with target power off takers in Mozambique and the Southern African Power Pool
(SAPP).
The Solar Project takes full advantage of Mozambique's leading sustainable
energy resources and is fully aligned with Government's objective to become a
champion for energy transition impacting all of Southern Africa.
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