Subscription and Amendment of Bridge Loan Agreement
African Potash, the AIM listed company focused on the vertical integration of fertiliser operations in
Details of the Subscription, issue of equity and total voting rights
Pursuant to the Subscription, the Company will issue 235,294,118 new ordinary shares of no par value (the 'Subscription Shares') to raise
In addition, an over-allotment option has been granted by the Company in respect of 70,588,235 new ordinary shares in the Company (the 'Over-allotment Shares') at the Issue Price, exercisable at any time on or before
The proceeds from the Subscription will be used for working capital purposes and to further support and develop the Company's fertilizer trading business.
In addition, the Company has agreed to issue up to a further 17,908,235 new ordinary shares of no par value (the "AMS Shares") to
Application has been made for the admission of the Subscription Shares and the AMS Shares to trading on AIM and dealings are expected to commence on or around
Following Admission of the Subscription Shares and the AMS Shares, in accordance with the
Amendment to terms of the Bridge Loan
As noted above, the Company has also entered into an agreement to amend the terms of the Bridge Loan (the "Loan Amendment") which was notified on
2 December 2015. It is noted that the Bridge Loan would have been repayable in full on 1 September 2016 in the absence of agreement of the lender to revised terms. The material terms of the Loan Amendment are as follows (all other material provisions of the Bridge Loan remain in force, un-amended):
· The repayment terms of the Bridge Loan shall be amended so that the Bridge Loan is repayable in full on the earlier of:
1 September 2017;
(ii) completion by the Company of equity financings after the Subscription which (in aggregate) raise more than
(iii) completion of any non-trade finance debt financing.
· In addition to its existing rights under the Bridge Loan the lender shall have a right at any time to convert either the entire amount of the Loan outstanding (including accrued interest) or any amount of the Loan outstanding in multiples of
(i) a price per share equal to the price at which shares are issued in connection with the Subscription; or
(ii) if lower, a price per share equal to the price at which any shares are issued for cash following completion of the Subscription.
· It is acknowledged that Company may not have sufficient share authority to enable it to comply with its obligation on conversion, and accordingly the Company undertakes to pass such necessary resolutions at the next shareholders meeting which is expected to be held no later than
1 February 2017. To the extent that the Company has any remaining authority to allot and issue shares following the Subscription, the Company has agreed not to utilise any portion of the remaining authority for any purpose other than to allow conversion of the Bridge Loan or otherwise under the terms of Bridge Loan (as amended).
· In consideration for accepting these amendments, the lender will receive an "amendment fee" of 5% of the total outstanding facility amount, which will be paid in cash from the proceeds of the Subscription.
The amendment to Bridge Loan is deemed to be a related party transaction pursuant to AIM Rule 13. The Independent Directors of the Company, having consulted with
African Potash Executive Chairman
* * ENDS * *
For further information visit www.africanpotash.com or contact the following:
+44 (0) 20 7236 1177
+44 (0) 20 7894 7000
+44 (0) 20 7710 9610
+44 (0) 20 7236 1177
About African Potash
African Potash is an AIM quoted company focussed on building a vertically integrated platform for the mining, production and distribution of fertiliser, primarily within
The Company has a trading agreement with the
The Company also operates the
Market Abuse Regulations (EU) No. 596/2014
The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 ("MAR"). Upon the publication of this announcement via
This information is provided by RNS