Pembridge Resources plc Convertible Loan Agreement with Gati Al-Jebouri (6920R)
30 Outubro 2019 - 1:39PM
UK Regulatory
TIDMPERE
RNS Number : 6920R
Pembridge Resources plc
30 October 2019
THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS DEEMED BY THE
COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE EU
MARKET ABUSE REGULATION (596/2014). UPON PUBLICATION OF THE
ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION
IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.
30 October 2019
Execution of Convertible Loan Agreement with Gati Al-Jebouri
London, United Kingdom - Pembridge Resources plc (LSE: PERE)
("Pembridge" or the "Company"), is pleased to announce that it has
entered into a convertible loan agreement ("Agreement") with Gati
Al-Jebouri, Chief Executive Officer and Chairman of the Board (the
"Lender").
The Agreement provides for a committed term loan in Pounds
Sterling in an aggregate amount equal to GBP1,000,000 ("Facility
A") to be made immediately available to the Company for general
working capital purposes. The Agreement further provides that the
Company may request a further facility in the form of an
uncommitted term loan in Pounds Sterling in an aggregate amount
equal to GBP700,000 ("Facility B") provided that the Lender will
have full and absolute discretion over the granting of such
request. The sum of the principal amount outstanding under Facility
A and the principal amount outstanding of Facility B (together, the
"Convertible Loan") is to be repaid in full, together with any
accrued and unpaid interest, on the date falling two years after
the date of the Convertible Loan Agreement, being 25 October 2021
(the "Termination Date") and carries interest at an annual rate of
8% of the Convertible Loan, to be paid in arrears on the last day
of each month. The Company shall pay to the Lender an arrangement
fee in the amount of 6% of the amounts drawn down under the
Convertible Loan.
At any time prior to the Termination Date the Lender may elect
to convert all or part of the Convertible Loan into ordinary shares
of nominal value 1 pence each in the capital of the Company
("Ordinary Shares"), to be issued at 12.5 pence per share (the
"Conversion Price"), provided that such election would not place
the Lender's shareholding (together with the shareholding of any
persons acting in and any person acting in concert with the Lender
within the meaning set out in the City Code on Takeovers and
Mergers) above 29.9% of the total issued share capital of the
Company. The Company may elect to repay any portion of the
Convertible Loan at any point prior to the Termination Date,
provided always that the Lender will have the option to have such
repayment made in Ordinary Shares, to be issued at the Conversion
Price.
The Convertible Loan Agreement requires that the Company give a
number of customary representations during the term of the
Convertible Loan. These representations relate to the Company's
status as a limited liability corporation, its power and capacity
to enter into the Convertible Loan Agreement, the nature of any
existing security over the Company and its assets, the Company's
issued share capital and the Company's compliance with applicable
anti-corruption laws. The Company undertakes to comply with
anti-corruption laws, to comply with any laws generally which if
failure to do to so has or is reasonably likely to have a material
adverse effect, to maintain its assets in good working order and to
take certain actions following an election by the Lender to convert
the Convertible Loan into Ordinary Shares to cause those new
Ordinary Shares to be properly and validly allotted and issued.
Further, the Company undertakes to transact on an arms-length basis
(other than as provided by the Convertible Loan Agreement), to
procure that no substantial change is made to the nature of the
Company's business and undertakes not to create or permit any
security to be created over its assets other than in accordance
with the terms of the Convertible Loan Agreement.
Under the Convertible Loan Agreement, the Lender may cancel the
Convertible Loan and declare any amounts outstanding thereunder
(together with any accrued interest) to be immediately repayable
following the occurrence of an event of default which is
continuing. Events of default include non-payment of any sum due
and payable under the Convertible Loan Agreement, breach of the
Convertible Loan Agreement (other than non-payment) where such
breach is not remedied within 20 business days of the Lender
notifying the Company of the breach, misrepresentation by the
Company, insolvency of the Company or the commencement by a
material creditor of any creditor's process which is not discharged
within 21 business days, change of control of the Company,
expropriation in relation to any of the Company's assets or any
member of its group, any revocation, withholding or material
modification of any license, authorisation or consent which enables
the Company to fulfil its obligations under the Convertible Loan
Agreement or enables the Company or any member of its group to
carry on its business in the normal course, any litigation which if
successful is or is reasonably likely to have a material adverse
effect on the Company and any material adverse change to the
Company. The governing law of the Convertible Loan Agreement is
English law.
ENDS
The person who arranged for the release of this announcement on
behalf of the Company was Gati Al-Jebouri, Chief Executive Officer
and Chairman of the Board.
NOTES TO EDITORS
About Pembridge Resources plc
Pembridge is a mining company that is currently suspended from
listing on the standard segment of the Official List of the FCA and
trading on the main market for listed securities of London Stock
Exchange plc. Minto, a subsidiary of Pembridge, is a British
Columbia incorporated business operating the Minto mine in Yukon,
Canada.
Enquiries:
Pembridge Resources plc: +44 (0)20 7917 2968
Gati Al-Jebouri, Chief Executive Officer and Chairman of the
Board
Paul Fenby, Chief Financial Officer
Thomas Horton, Vice President Corporate Development
Brandon Hill Capital - United Kingdom: +44 (0)20 3463 5016
Jonathan Evans
SI Capital - United Kingdom: +44 (0)14 8341 3500
Nick Emerson
Tavistock Communications - United Kingdom: +44 (0)20 7920 3150
Charles Vivian
Gareth Tredway
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END
AGRFMMFGVGKGLZM
(END) Dow Jones Newswires
October 30, 2019 12:39 ET (16:39 GMT)
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