Credit Facility
02 Março 2007 - 4:01AM
UK Regulatory
RNS Number:1717S
Hot Tuna (International) plc
02 March 2007
Press Release 2 March 2007
Hot Tuna (International) PLC
("Hot Tuna" or "the Company")
Hot Tuna announces innovative new funding arrangement with
Cornell Capital Partners
Hot Tuna International PLC (AIM:HTT), a lifestyle apparel brand with authentic
surf heritage, announces today that it has agreed the terms of an equity line of
credit facility of up to #2,500,000 with Cornell Capital Partners, L.P.
("Cornell") and that Cornell have also agreed to subscribe for US$450,000 of
convertible loan notes.
An Equity Line of Credit Facility (the "Credit Facility") is a financing
structure which enables a company to draw down cash as it requires it by the
issue of new ordinary shares, the flexibility of which is attractive for Hot
Tuna.
Cornell is a U.S.-based private equity fund launched in 2001. The fund is
headquartered in New Jersey, with offices in California, Florida and London.
Cornell has committed over US$3,000 million in capital to over 300 companies
listed in the US, UK, Asia and Australia and has remained among the leaders of
the US league table in structured equity financing for 3 years in a row, being
one of the most active financiers in the small-cap sector.
Key features of the arrangements between Hot Tuna and Cornell are as follows:
Equity Line of Credit Facility
1. Pursuant to the terms of the Credit Facility, Cornell has committed to
subscribe for up to #2,500,000 worth of the Company's ordinary shares
("Ordinary Shares") over the course of the next 5 years (the
"Facility Term").
2. The Company has the option during the course of the Facility Term to issue
Cornell with notices ("Advance Notices") requiring them to subscribe for
Ordinary Shares (the subscription monies for each such purchase of Advance
Shares being an "Advance" and the Ordinary Shares so purchased being
"Advance Shares"). Certain pre-conditions have to be met by the Company
before it gives an Advance Notice and there are
prescribed terms for the maximum amount of each Advance each of which can
in any event never be greater than #100,000.
3. The subscription price for the Advance Shares is set at 97% of the lowest
of the daily volume weighted average prices of the Ordinary Shares during
the 10 consecutive trading day period beginning on the first trading day
after the date of the relevant Advance Notice, although the Company can set
a minimum price below which it will not accept subscriptions.
4. The Company is obliged to pay Cornell 5% commission on each Advance.
Convertible Loan Notes
1. Cornell has also separately agreed to subscribe for US$450,000 of
convertible loan notes (the "Loan Notes") subject to certain conditions,
including that the Company shall have completed one Advance under the
Credit Facility of not less than #5,000 prior to such subscription.
The Loan Notes are to be repaid in full within 540 days of closing
(the "Loan Term") and shall bear interest whilst outstanding at a rate
of 7% per annum (payable monthly).
2. The Company has agreed to repay the Loan Notes in cash by instalments of
US$30,000 on prescribed dates at thirty-five day intervals throughout the
Loan Term. In the event that the Company does not make any such cash
repayment in accordance with the terms of the subscription letter for the
Loan Notes then it shall be treated as having issued an Advance Notice
under the Credit Facility on the relevant payment date and repayment of the
relevant amount of the Loan Notes shall take place by setting off the
subscription monies on the relevant Advance against the Company's
obligation to repay the Loan Notes.
3. Cornell has the option at any time during the Loan Term of converting part
or the whole of the outstanding Loan Notes into Ordinary Shares (at a price
which is 130% of the average volume weighted average price of the Ordinary
Shares in the 20 trading day period immediately prior to Cornell
subscribing for the Loan Notes). However, the Company has the option upon
Cornell exercising its conversion rights of paying cash to Cornell in lieu
of such Ordinary Shares (the amount of such cash to be calculated by
reference to the volume weighted average price of the Ordinary Shares at
the relevant time).
4. The Company has agreed to pay an implementation fee equal to 5% of the
principal of the Loan Notes, by way of deduction from the subscription for
the Loan Notes.
5. The Loan Notes can be repaid by the Company (in full but not in part) at
any time during the Loan Term with accrued interest but no early repayment
penalty.
Warrants
1. The Company has also agreed to issue to Cornell non-transferable warrants
each of which will entitle Cornell to subscribe for one Ordinary Share
(the "Warrants").
2. The Warrants have been granted in tranches exercisable at different prices,
as follows: (i) 50,000 Warrants with an exercise price of 25 pence per
Warrant; (ii) 375,000 Warrants with an exercise price of 30 pence per
Warrant; (iii) 200,000 Warrants with an exercise price of 40 pence per
Warrant; and (iv) 100,000 Warrants with an exercise price of 50 pence per
Warrant.
3. The Warrants are exercisable at any time up to the fifth anniversary of
grant. The Warrants will not be admitted to trading on the AIM market.
The net receivable proceeds of the Credit Facility and the Loan Notes will be
available to fund the Company's continuing expansion.
Commenting on the Credit Facility and Loan Notes, Ranjit Murugason, Executive
Chairman of Hot Tuna, said: "I am delighted to announce this new innovative deal
with Cornell. This new funding arrangement, in addition to the #4.2 million that
the Company raised in December 2006, places Hot Tuna in a strong financial
position as we seek to expand the Company's business. The support of an
internationally renowned private equity fund such as Cornell further validates
our business plan and we are confident that our expansion in the fast-growing
surf apparel industry will deliver increased returns to shareholders in the
future.
"The new five-year #2,500,000 credit facility affords Hot Tuna with a dynamic
and flexible financing option to grow the Company. However, to ensure
shareholders are not diluted at the current share price, the Directors currently
have no intention of drawing down funds in the near future."
- Ends -
For further information:
Hot Tuna (International) PLC
Ranjit Murugason, Executive Chairman Tel: +44 (0) 20 7372 9378
ranjit_murugason@hottunaplc.com
Seymour Pierce Limited
Sarah Wharry / Parimal Kumar Tel: +44 (0) 20 7107 8000
parimalkumar@seymourpierce.com www.seymourpierce.com
Media enquiries:
Abchurch
Henry Harrison-Topham / Chris Lane Tel: +44 (0) 20 7398 7700
henry.ht@abchurch-group.com www.abchurch-group.com
Notes to Editors
Hot Tuna International PLC (AIM:HTT) owns the rights to the Hot Tuna brand, a
progenitor of global youth fashion, born in Australia with a heritage of
authentic surf culture.
Hot Tuna is one of the world's most iconic names in surf lifestyle and can trace
its roots back to 1969 when it was founded by a surfer and his fashion designer
wife. Though the label had not been actively marketed over for the last
decade, it retained an organic cult status among core action sports enthusiasts.
In June 2005, Hot Tuna International PLC purchased the 'Hot Tuna' brand from
Frontier International (Holdings) Pty Ltd, listed on AIM in September 2005, and
has since started to aggressively market the brand and reinvigorate the
business. The Company now owns all intellectual property rights to its name and
related iconography, and has put in place key management drawn from the
executive ranks of Quiksilver, O'Neill and Ocean Pacific, among others.
Headquartered in the UK, Hot Tuna operates design, marketing and distribution
hubs in the USA, Australia and the UK. In its core markets, Hot Tuna sells
products, which are directly manufactured in facilities in North America, Europe
and in China.
Hot Tuna offices are maintained in Sydney, Los Angeles and London. For more
information, visit www.hottunaplc.com
This information is provided by RNS
The company news service from the London Stock Exchange
END
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