REG - Synergia Energy Ltd - Convertible Loan Agreement

Synergia EnergyAnnouncement

22/02/2023 07:00

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RNS Number : 6213Q  Synergia Energy Ltd  22 February 2023

RNS Announcement

 

22 February 2023

AIM: SYN

Convertible Loan Agreement

 

Synergia Energy Ltd (AIM: SYN) (the "Company") is pleased to advise that it
has entered into a convertible loan agreement with certain sophisticated
and/or professional existing and new shareholders to secure a new convertible
loan facility of £650,000 (the "Convertible Loan").

 

Summary of Key Terms of the Convertible Loan

 

 Maturity Date:          13 February 2024

 Option Date:            13 November 2023

 Interest Rate:          5%

 Conversion Terms:       Option to convert the loan and interest payable (to that point) in the period
                         between the Option Date and the Maturity Date. If conversion elected, loan
                         principal and accrued interest is payable by the Company in new fully paid
                         ordinary shares ("Common Shares") at a £0.0008 conversion price, equating to
                         a maximum issue of, in aggregate, 853,125,000 new Common Shares. No option for
                         the Company to elect to repay ahead of Maturity Date, or for the Company to
                         elect repayment to be made in cash.

 Security:               Unsecured

 Arrangement fee:        None

 

Standard form representations and warranties have been agreed between the
Company and the Convertible Loan lenders. The Convertible Loan proceeds are
expected to be received by 28 February 2023 and will be applied to general
working capital purposes.

 

Related Party Transaction

 

Republic Investment Management Pte Ltd ("Republic") participated in £326,000
of the Convertible Loan and accordingly will be issued a maximum of
407,500,000 new Common Shares at Maturity (in the event that it elects to
convert the principal and accrued interest at that time).  Republic has a
current shareholding in the Company of 16.8% and is therefore categorised as a
Substantial Shareholder of the Company pursuant to the AIM Rules for Companies
("AIM Rules"). Accordingly, entering into the Convertible Loan with Republic
is classified as a related party transaction pursuant to the AIM Rules.

 

The Directors of the Company, having consulted with Strand Hanson Limited, the
Company's Nominated Adviser, consider that the terms of the Convertible Loan
with Republic are fair and reasonable insofar as the Company's shareholders
are concerned.

 

Additionally, Republic has confirmed that it is a 'sophisticated investor',
'professional investor' or otherwise exempt investor for the purposes of
section 708 of the Corporations Act 2001 (Cth) ("Corporations Act") and that
it's 'voting power' (along with its 'associates') will not increase from 16.8%
to above 20%, for the purposes of Part 6.1 of the Corporations Act.

 

 

For further information, please contact:

 

 Investor Enquires                    AIM Broker                            AIM Nominated Adviser               Media Enquires (UK)

 Synergia Energy Ltd                  Novum Securities                      Strand Hanson Limited               Vigo Consulting

 Briana Stayt                         Broker                                Nominated Adviser                   Investor Relations

 Investor Relations                   Colin Rowbury                         Ritchie Balmer/ Rory Murphy         Patrick d'Ancona / Finlay Thomson

 Email:  bstayt@synergiaenergy.com    Email: crowbury@novumsecurities.com   Tel: +44 20 7409 3494               Email: patrick.dancona@vigoconsulting.com

 Tel: +61 8 9485 3200                 Tel: +44 20 7399 9427                 UK                                  finlay.thomson@vigoconsulting.com

 Australia                            UK                                                                        Tel:+ 44 20 7390 0230 UK

 

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