Convertible Loan Fully Converted
06/02/2023 07:00
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RNS Number : 9489O Ncondezi Energy Limited 06 February 2023
News Release
Convertible Loan Fully Converted
6 February 2023: Ncondezi Energy Limited ("Ncondezi" or the "Company")
(AIM:NCCL) announces that following the previous announcements on 16 and 17
January 2023, all convertible loan and interest will be converted into
ordinary shares of no par value ("Ordinary Shares") in the Company according
to the terms of the convertible loan agreement.
An aggregate of 75,787,027 Ordinary Shares will be issued and application will
be made for the admission of the Ordinary Shares to trading on AIM
("Admission"), with Admission expected to take place on or around 9 February
2023. The Ordinary Shares will rank pari passu in all respects with the
existing Ordinary Shares of the Company.
Of the new shares to be issued, 3,913,087 will be issued to Company Chairman,
Michael Haworth, 15,213,515 will be issued to Non-Executive Director, Scott
Fletcher, and 53,580,573 will be issued to Seritza Limited ("Seritza"), a
private company owned by a trust of which Chief Executive Officer of Ncondezi,
Hanno Pengilly, is a potential beneficiary.
The Company's independent director, Aman Sachdeva, assessed the Company's
rights to exclude up to 50% of the amount to be converted through an immediate
cash redemption, and considers, having consulted with the Company's advisers,
that exercising this right is not in the best interest of Company,
particularly given that the Company's available capital is committed to its
existing solar power development programme.
In addition to the convertible loan and interest conversion, the Company will
issue a further 3,079,852 shares and transfer the 2,869,840 shares currently
held in Treasury, in lieu of deferred fees totalling £71,767 to certain
contractors and consultants to the Company, as previously announced on 22
November 2022, plus a further £15,000 in deferred fees due to certain
consultants.
Following the conversion of the convertible loan and issue of new shares,
Chairman, Michael Haworth, will be beneficially interested in 23,936,549
Ordinary Shares, representing 4.23 per cent of the Company's enlarged issued
share capital. Non Executive Director, Scott Fletcher, will be beneficially
interested in 122,979,090 Ordinary Shares representing 21.71 per cent of the
Company's enlarged issued share capital. Seritza will be beneficially
interested in 53,580,573 Ordinary Shares, representing 9.46 per cent of the
Company's enlarged issued share capital. In addition, Hanno Pengilly is
beneficially interested in 3,531,776 Ordinary Shares, representing 0.62 per
cent of the Company's enlarge issued share capital.
Following Admission, the Company's issued share capital will comprise of
566,501,146 Ordinary Shares. No Ordinary Shares will be held in treasury.
Therefore the number of Ordinary Shares in issue carrying voting rights will
be 566,501,146 and this figure may be used as the denominator for the
calculations by which they will determine if they are required to notify their
interest in, or a change to their interest in, the Group under the Financial
Conduct Authority's Disclosure and Transparency Rules.
Ncondezi Chief Executive Officer, Hanno Pengilly said: "The convertible loan
conversions will have a material impact on reducing the Company's debt burden
and interest commitments, tidying up its balance sheet as the transition into
a dedicated renewable energy developer is finalised. The conversions will
result in greater director shareholdings in the Company emphasising ongoing
director support and alignment with existing shareholders."
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 (the "Tete Solar Project").
It is the intention that the Tete Solar Project will connect to the Mozambique
grid with target power off takers in Mozambique and the Southern African Power
Pool (SAPP).
The Tete 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 Southern Africa.
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