26 November 2024
Everest
Global plc
(“Company”)
Issue
of £0.250 million under the Loan Note
Instrument
Further to
the Company’s announcement of 16 August
2024, the directors of the Company are pleased to announce
that the Company will issue a further CLN of £250,000 to
SPC
under the terms of the Loan Note Instrument. Following the issue of
this CLN, SPC holds, in aggregate 13 CLNs with an aggregate value
of £3.250 million.
In
addition, SPC has advanced an amount of approximately £155,000 (the
total investment made in respect of this advance and the above
mentioned CLN was HK$4 million which
is subject conversion at the prevailing exchange rate) over and
above the CLN which will attract the same interest rate as the CLNs
(being 6 per cent. per annum) (“Advanced Funds”) and, if and when
topped up to £250,000, can be converted into a CLN under the Loan
Note Instrument.
The
Company is pleased to confirm that the funds in relation to the
issue of the CLN and the Advanced Funds were received by it on
25 November 2024.
SPC is
wholly owned and controlled by Mr Ziwei
Peng, Mr Peng is the owner and controller of Golden Nice
International Group Limited, which holds a 24.55% interest in the
issued share capital of the Company. Given Mr Peng’s holding in the
Company, the issue of the additional CLN and the Advanced Funds to
SPC is a related party transaction for the purposes of Rule 7.3 of
the Disclosure Guidance and Transparency Rules.
The
Company is issuing the CLNs to fund the Company's working capital
and capital expenditure requirements for the time being and in
order to work towards executing its strategy to undertake one or
more further acquisitions of businesses (either shares or assets)
in the beverage distribution and production sector in the UK and
the rest of Europe as set out in
its prospectus dated 31 October
2023.
The
material terms of the Loan Note Instrument are as set out in the
Company’s announcement dated 16 August
2024. Defined terms in this announcement shall have the same
meaning as set out in the Company’s announcement dated 16 August 2024.
As at
today’s date, excluding any accrued interest and the CLN issued to
SPC under the Loan Note Instrument set out in this announcement,
£3,254,450
of
previously issued convertible loan notes remain outstanding
pursuant to convertible loan note deeds (all of which are held by
Golden Nice International Group Limited, a company wholly owned by
Mr Ziwei Peng), further details of
which are set out in the table below:
|
Convertible
Loan Note Issue
|
Date
of Instrument
|
|
Number
of Convertible Loan Notes outstanding
|
Old
Redemption Date/ New Redemption Date
|
Conversion
Price
|
|
£250,000
unsecured convertible loan notes of £0.05 each
|
1 October
2018 (as amended on 5 October 2020 and on 29 July 2022 and 29
September 2023)
|
£162,500
|
3,250,000
|
30
September 2023/ 31 March 2025
|
£0.05 per
Ordinary Share
|
|
£750,000
unsecured convertible loan notes of £0.05 each
|
31 March
2021 (as amended on 29 July 2022 and 24 January 2023 and 29
September 2023)
|
£91,950
|
1,839,000
|
30
September 2023/ 31 March
2025
|
£0.05 per
Ordinary Share
|
|
£3,000,000
unsecured convertible loan notes of £0.04 each
|
15 August
2024
|
£3,000,000
|
6
|
14 August
2027
|
£0.04 per
Ordinary Share
|
|
Total:
|
£3,254,450
|
5,089,006
|
|
|
|
|
|
|
|
|
This announcement contains inside information for the purposes of
Article 7 of EU Regulation 596/2014 (which forms part of domestic
UK law pursuant to the European Union (Withdrawal) Act
2018).
The
directors of the Company accept responsibility for the content of
this announcement.
For
further information please contact:
|
Everest
Global plc
|
|
|
|
|
|
Andy Sui,
Chief Executive Officer
Rob Scott,
Non-Executive Director
|
+44 (0)
776 775 1787
+27
(0)84 6006
001
|
|
|
|
|
Cairn
Financial Advisers LLP
|
|
|
Jo Turner
/ Emily Staples
|
+44 (0) 20
7213 0885 / +44 (0)20 7213 0897
|
|
|
|