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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