Fragrant Prosperity Holdings Ltd Issue of Debt (7625U)
07 Dezembro 2021 - 4:00AM
UK Regulatory
TIDMFPP
RNS Number : 7625U
Fragrant Prosperity Holdings Ltd
07 December 2021
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Fragrant Prosperity Holdings Limited
("FPP" or the "Company")
Grant of Options and Issue of Convertible loan notes.
7 December 2021
On 24 May 2021 Fragrant Prosperity Holdings Limited (LSE: FPP)
announced the potential acquisition of CiiTECH Limited and the
entry into a letter of Intent (the "LOI"). Although the exclusivity
period in the LOI has expired, the Company has continued to
progress the transaction with CiiTECH and it is now reaching its
closing stages. The Company has submitted a complete draft of the
prospectus to the FCA containing details of the proposed
acquisition of CiiTECH and is in the advanced stages of seeking FCA
approval for that prospectus.
On 13 December 2019, the Company constituted a convertible loan
note instrument to issue unsecured convertible loan notes ("Notes")
up to an aggregate amount of GBP420,000 (the "Instrument"). On the
same date, Mr. Stanley Hutton Rumbough subscribed for GBP210,000 of
Notes for cash pursuant to a subscription agreement (the
"Subscription Agreement") dated the same date and was granted an
option to subscribe for GBP110,000 in additional Notes (the
"Option").
The Instrument and the Option were subsequently amended pursuant
to a letter of amendment and restatement dated 5 June 2020 (the
"Amendment Letter"). On the same date Mr Rumbough acquired
GBP100,000 of Notes the pursuant to exercise of the Option and a
new option letter (the "Replacement Option Letter") was entered
into giving rights to Mr Rumbough to subscribe for an additional
GBP250,000 of Notes.
The Subscription Agreement had given Mr Rumbough certain rights
in relation to the constitution of the board of the Company.
On 28 July 2021 the Company repaid SHR's Loan notes and a
disagreement arose inter alia in respect of this repayment and the
issue of additional notes. Following negotiations with Mr
Rumbough's representatives this dispute has now been settled and Mr
Rumbough has agreed, to give up the rights he had been granted
pursuant to the Subscription Agreement including those relating to
board appointments and has agreed to terminate the Replacement
Option Letter. In consideration for this the Company has agreed
to:
1. Grant Mr Rumbough options ("Settlement Options") over
17,500,000 ordinary shares in the Company exercisable at 2p
exercisable for 36 months; and
2. Issue convertible loan notes convertible into shares at 2p to
the value of GBP115,000 to Mr Rumbough as a contribution towards
his legal costs associated with the dispute. The notes ("New
Convertible Loan Notes") carry interest at the rate of 5% per
annum, compounded quarterly and rolled up until redemption or
conversion (in which case the interest is also converted). The
notes are repayable on the second anniversary of their date of
issue (or, if earlier, on an event of default) if not converted
before that date.
The Settlement Options and the New Convertible Loan notes were
issued on 6 December 2021.
This announcement contains inside information for the purposes
of Article 7 of Regulation (EU) 596/2014 which is part of UK law by
virtue of the European Union (Withdrawal) Act 2018. Upon the
publication of this announcement this information is considered to
be in the public domain.
- Ends -
Enquiries
Fragrant Prosperity Holdings Limited +44 (0)20 3137
Simon Retter 1902
Optiva Securities - Broker to FPP +44 (0)20 3137
Vishal Balasingham 1903
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END
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(END) Dow Jones Newswires
December 07, 2021 02:00 ET (07:00 GMT)
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