Seritza Loan Restructuring Agreed "In Principle"
11/07/2022 09:46
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RNS Number : 9928R Ncondezi Energy Limited 11 July 2022
News Release
Seritza Loan Restructuring Agreed "In Principle"
11 July 2022: Ncondezi Energy Limited ("Ncondezi" or the "Company") (AIM:
NCCL) is pleased to announce:
· "In Principle" agreement has been reached with Seritza Limited
("Seritza") to restructure the working capital facility term loan ("Loan") to
a convertible loan note
· Loan to be extended by 12 months
· Enables non-cash resolution and preserves working capital
Proposed Terms
The principal amount of the Loan drawn down in February 2020 was US$250,000;
at 30 June 2022 the total loan outstanding including interest was US$309,000.
The proposed restructuring terms are set out below (the "Restructuring"):
· Maturity date extended by 12 months from completion of
restructuring
· Increase of interest rate from 10% to 12%
· Right for Seritza to convert the principal amount into Ncondezi
Ordinary Shares at a 25% discount to the higher of the 30 day volume weighted
average price ("VWAP") or a placing price if a placing has been concluded
within 30 days prior to the conversion notice being issued
· Right for Seritza to convert any new interest portion of the Loan
into Ncondezi Ordinary Shares at a 30% premium to the higher of the 30 day
volume weighted average price ("VWAP") or a placing price if a placing has
been concluded within 30 days prior to the conversion notice being issued
· On receipt of a notice to convert by Seritza, Ncondezi will have
15 business days to execute its right to exclude up to 50% of the amount to be
converted on condition that it is immediately redeemed
· On receipt of a notice of early redemption of the Loan by
Ncondezi, Seritza will have 15 business days to execute its right to convert
up to 50% of the redeemable amount into equity on terms outlined above
· Restructuring is subject to finalisation and execution of full
form loan agreements and approval to grant shares at a General Meeting
· The Restructuring is subject to the lenders agreeing to the
documentation and the necessary related party transaction process being
completed by the Company's Independent Directors
· Restructuring documentation to be finalised and is expected to be
completed before the end of July 2022
· Seritza has agreed not to call the Loan before the end of July
2022 whilst the Restructuring agreements are finalised
· A further announcement will be made once definitive documentation
to effect the Restructuring has been entered into
Related Party Transaction
The proposed Restructuring would likely constitute a related party transaction
for the purposes of AIM Rule 13 for Companies. Accordingly, should the
Restructuring be accepted by Seritza and before signing, the Company's
Independent Directors would need to consider that the terms of the
Restructuring are fair and reasonable insofar as its shareholders are
concerned.
can be no certainty that the transactions contemplated by this announcement
will occur.
Ncondezi Chief Executive Officer, Hanno Pengilly said: "The proposed
restructuring terms provide the Company with a potential non-cash solution and
protects existing working capital. The loan conversion terms are considered
attractive versus other refinancing options currently available to the
company. The restructuring follows positive progress on the Company's solar
power initiative which we look forward to providing a more detailed update on
in the near future."
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, CEO.
About Ncondezi Energy
Ncondezi is an African power development company with an advanced staged,
integrated 300MW thermal coal power plant and mine project located in the Tete
Province, Northern Mozambique.
The Company is focused on providing reliable, affordable and accessible
baseload energy to Mozambique and secure against the effects of water drought
and intermittency of new renewables. This project supports Mozambique's energy
strategy of universal electricity access by 2030. According to the World Bank,
only 30% of the Mozambican population had access to energy in 2017. The
Ncondezi Project would provide 300MW of reliable and available power helping
to close the infrastructure gap of the region and serving as a catalyst for
economic development.
The power plant will be designed to be equipped with state-of-the-art
emissions controls technologies that will reduce local air pollutants,
minimizing the plant's impact on the environment and ensuring its compliance
with the most stringent emission standards
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