Iconic Labs PLC Financing Facility (6132K)
22 Dezembro 2022 - 6:02AM
UK Regulatory
TIDMICON
RNS Number : 6132K
Iconic Labs PLC
22 December 2022
The announcement set out below was published on the Company's
website on 28 September 2022 but due to an oversight it was not
published through RNS at the time.
28 September 2022
Iconic Labs Plc ("Iconic") In Administration
Iconic Enters into GBP3 million Financing Facility with EHGO
Iconic Labs Plc (LSE:ICON), is pleased to announce that on 28
September 2022 it entered into a GBP3 million Deed of Issuance and
Subscription in respect of loan notes ("Notes") convertible into
new ordinary shares with share subscription warrants ("Warrants")
attached (together "the Financing Facility") with the European High
Growth Opportunities Securitization Fund ("EHGO").
Iconic intends to drawdown on the Financing Facility in up to 14
sequential tranches over a maximum period of 18 months. Each Note
has a duration of 24 months as from its date of issue.
Today Iconic submitted a drawdown notice to EHGO for the first
tranche of GBP250,000. The subsequent tranches will be as follows:
(i) GBP150,000 for tranches 2 through 6; and (ii) GBP250,000 for
tranches 7 through 14.
Under the Financing Facility, EHGO will provide Iconic with up
to GBP3 million by subscribing for up to 3,000 Notes, each with a
par value of GBP1,000, convertible into new ordinary shares in the
Company, with the Warrants attached. Each Note is convertible into
shares of Iconic at a conversion price equal to highest of a) 90%
of the lowest volume-weighted average price of the 15 trading days
prior to delivery of a conversion notice and b) the nominal value
of the shares. Iconic is to pay a commitment fee of GBP 150,000 in
Notes under the terms of the Financing Facility. On termination of
the Financing Facility Iconic has an obligation to pay EHGO an
administration fee in the total aggregate amount of twenty percent
(20%) of the principal amount of all Notes outstanding at the time
of the termination.
The Financing Facility is subject to Iconic complying with
certain obligations and conditions precedent, including:
-- With respect to the fourth tranche onwards, that the
suspension on Iconic's shares from trading on the London Stock
Exchange be lifted within 3 months of the agreement being entered
into, and that the shares of Iconic recommence trading on Main
Market of the London Stock Exchange (the "Commencement of
Trading");
-- From the first tranche following the Commencement of Trading onwards:
o the closing market price of the shares for each of the ten
consecutive trading days falling immediately prior to the relevant
closing date must be at least higher than 150% of the nominal value
of Iconic's shares; and
o the average daily value traded of Iconic's shares (excluding
5% of the data points from the top and excluding 5% of the data
points from the bottom of the data set) for the 20 trading days
immediately prior to the applicable closing date must be at least
GBP 10,000;
-- From the fifth Tranche onwards, Iconic having published a prospectus;
-- No binding commitment having been entered into by Iconic
pursuant to which a change of control in Iconic would occur;
and
-- No occurrence that constitutes an event of default having occurred and is continuing.
The Warrants will amount to 50% of the financing provided by
EHGO such that the number of Warrants will be equal to 50% of the
principal amount of the Notes divided by the warrant exercise
price.
Before the trading suspension on Iconic's shares is lifted and
trading resumes, the warrant exercise price will be equal to the
share price immediately prior to suspension, or GBP0.00016 per
share.
If the trading suspension in Iconic's shares is lifted and
trading resumes, the warrant exercise price will be equal to 120%
of the share volume weighted average price of the shares over the
15 trading days immediately preceding the relevant subscription or
issuance request.
Iconic will only be able to draw down on the first three
tranches, for a total of GBP550,000, prior to the trading
suspension in Iconic's shares being lifted by the Financial Conduct
Authority and Iconic is once again trading on the Main Market of
the London Stock Exchange. The Iconic executive team, advisors and
auditors are diligently working to have the trading suspension
lifted as soon as possible. Iconic will provide updates on its
progress in due course.
**ENDS**
For further information, please visit the Company's website
www.iconiclabs.co.uk or contact:
Iconic Labs ir@iconiclabs.co.uk
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END
IOEFEISAEEESEIE
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December 22, 2022 04:02 ET (09:02 GMT)
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