Clean Invest Africa Plc GBP 5.2m Loan Facility Update and Directors Holding
05 Aprile 2022 - 08:00AM
UK Regulatory
TIDMCIA
Clean Invest Africa Plc
("CIA" or the "Company")
Clean Invest Africa plc (AQUIS: CIA) renegotiates GBP5.2m Facility Agreement
and converts majority of this debt to equity at 1p per share.
Directors Holding in Company
Clean Invest Africa Plc (CIA or the Company) is pleased to announce that it has
successfully renegotiated the Facility Agreement as set out in paragraph 8.13,
Part VI of its Admission Document dated 14 June 2019.
As at 31st December 2018, the Company had a loan facility agreement with Contax
Partners Inc. (beneficially owned by Filippo Fantechi) and Shaikh Mohamed
Abdulla Khalifa AlKhalifa, (together the Lenders) ("Directors") with an
outstanding balance of US$5,758,598 and it was provided that the balance would
increase by any further amounts that are advanced to CoalTech, as agreed by the
parties. As at the date hereof the balance has increased to US$6,851,347.55 or
approximately GBP5,234,311.65. The Company and the Lenders have agreed as
follows:
* That the balance outstanding be renegotiated to a total amount of
GBP5,000,000.
* That all debt currently owed to the Lenders be fully and immediately
settled by the issuance of a convertible loan note ("CLN"), with a zero
percent coupon for a 5-year term and repayable only in Ordinary shares of
the Company at a price of 1p per share.
* The CLN is in an amount of GBP2,718,342.35 for Contax Partners Inc and
GBP2,281,657.65 for Shaikh Mohamed Abdulla Khalifa AlKhalifa.
* Either of the Lenders can request an immediate conversion, subject only to
them not impacting the waiver granted by the Takeover Panel, approved
Shareholders at the General Meeting held on 4th July 2019 (further details
of which are set out in paragraph 15 of Part I of the Admission Document).
The waiver waives the obligations on the Concert Party or any member
thereof to make a general offer under Rule 9 of the Takeover Code which may
arise as a consequence of the transaction contemplated by the Admission
Document.
* All conversion shares issued under the CLN shall be subject to a 12-month
lock-in period and thereafter to an orderly market agreement for a further
period of 12 months.
Contax Partners have notified the immediate conversion of all of their CLN, in
an amount of GBP2,718,342.35 and accordingly the Company shall issue
271,834,235 new Ordinary Shares to Contax Partners Inc. The Contax Partners CLN
terminates on the issue of these new Ordinary Shares.
Shaikh Mohamed Abdulla Khalifa AlKhalifa has notified the immediate conversion
of an amount of GBP1,750,000.00 and accordingly the Company shall issue
175,000,000 new Ordinary Shares to Shaikh Mohamed Abdulla Khalifa AlKhalifa.
After conversion the CLN remains at GBP531,657.65 and if converted would lead
to the issuance of 53,165,765 new Ordinary Shares.
In addition, the Company has agreed to issue 10,000,000 new Ordinary shares to
Mr Ramin Salsali, an adviser and shareholder in lieu of professional fees of
GBP75,000, for business development activities, being an equivalent of 0.75p
per share.
Application has been made for the ordinary shares to trading on the AQSE Growth
Market and this is expected to occur on or around 8 April 2022.
Following the CLN conversions, the following Directors will hold:
Director Ordinary Shares % of Enlarged Share
Capital
Shaik Mohamed Abdulla 518,827,294 29.60
Khalifa AlKhalifa
Contax Partners Inc. 507,878,421 28.97
Noel Lyons 35,720,000 2.04
Paul Ryan 33,398,000 1.91
Following the issue of the 446,834,235 new ordinary shares to the Lenders and
the issue of 10,000,000 new Ordinary Shares Mr Ramin Salsali, the Company will
have 1,753,103,402 Ordinary Shares of 0.25 pence each in issue, which also
represents the total number of voting rights in the Company. This figure should
be used by shareholders as the denominator for the calculations by which they
will determine if they are required to notify their interest in, or a change to
their interest in, the Company under the FCA's Disclosure and Transparency
Rules.
CIA Chief Executive Officer Filippo Fantechi remarked that "these agreements
announced today show the increasing confidence in our Company prospects,
substantially enhance the Company balance sheet and I hope that this confidence
is shared by all shareholders as we re-position the Company and look to the
future opportunities.
The Directors of the Company accept responsibility for the content of this
announcement.
ENQUIRIES :
Clean Invest Africa plc
Filippo Fantechi - Chief Executive Officer: +973 3 9696273
Peterhouse Capital Limited
Guy Miller: +44 20 7469 0930
NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING
MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM
1. Details of the person discharging managerial responsibilities/person
closely associated
a) Name: Filippo Fantechi
2. Reason for the notification
a) Position/status: Executive Director
b) Initial notification/Amendment: Initial notification
3. Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name: Clean Invest Africa plc
b) LEI: 213800WAVVOPS85N2205
4. Details of the transaction(s): section to be repeated for (i) each type
of instrument; (ii) each type of transaction; (iii) each date; and (iv)
each place where transactions have been conducted
a) Description of the financial Ordinary shares of 0.25 pence each
instrument, type of instrument:
Identification code:
GB00BF52QX07
b) Nature of the transaction: Conversion of loan to shares.
c) Price(s) and volume(s): Issue of shares
Price(s) Volume(s)
1p 271,834,235
Issue of warrants
Price(s) Volume(s)
N/A N/A
d) Aggregated information: Single transaction as in 4 c) above
Aggregated volume:
Price: Issue of shares
Price(s) Volume(s)
Issue of warrants
Price(s) Volume(s)
N/A N/A
e) Date of the transaction: 4 April 2022
f) Place of the transaction: AQSE Growth Market
1. Details of the person discharging managerial responsibilities/person
closely associated
a) Name: Shaikh Mohamed Abdulla Khalifa
AlKhalifa
2. Reason for the notification
a) Position/status: Non-Executive Chairman
b) Initial notification/Amendment: Initial notification
3. Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name: Clean Invest Africa plc
b) LEI: 213800WAVVOPS85N2205
4. Details of the transaction(s): section to be repeated for (i) each type
of instrument; (ii) each type of transaction; (iii) each date; and (iv)
each place where transactions have been conducted
a) Description of the financial Ordinary shares of 0.25 pence each
instrument, type of instrument:
Identification code:
GB00BF52QX07
b) Nature of the transaction: Conversion of loan to shares
c) Price(s) and volume(s): Issue of shares
Price(s) Volume(s)
1p 175,000,000
Issue of warrants
Price(s) Volume(s)
N/A N/A
d) Aggregated information: Single transaction as in 4 c) above
Aggregated volume:
Price: Issue of shares
Price(s) Volume(s)
Issue of warrants
Price(s) Volume(s)
N/A N/A
e) Date of the transaction: 4 April 2022
f) Place of the transaction: AQSE Growth Market
END
(END) Dow Jones Newswires
April 05, 2022 02:00 ET (06:00 GMT)
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