African Potash - REPLACEMENT: Subscription and Bridge Loan Update London Stock Exchange
RNS Number : 0908J
African Potash Ltd
06 September 2016

The following amendment has been made to the 'Subscription and Amendment of Bridge Loan Agreement' announcement released on 1 September at 7.00 a.m. under RNS No 6308I.


Following Admission of the Subscription Shares and the AMS Shares, in accordance with the Financial Conduct Authority's Disclosure and Transparency Rules, the Company will have 1,142,165,711 ordinary shares of no par value in issue each with voting rights.


All other details remain unchanged.


The full amended text is shown below.


African Potash Limited / Index: AIM / Epic: AFPO / Sector: Mining

1 September 2016

African Potash Limited ('African Potash' or 'the Company')

Subscription and Amendment of Bridge Loan Agreement


African Potash, the AIM listed company focused on the vertical integration of fertiliser operations in Africa and Sub-Saharan potash assets, is pleased to announce a subscription to raise £500,000 before expenses (the 'Subscription') and amendments to the terms of its existing unsecured bridge loan agreement as announced on 2 December 2015 (the 'Bridge Loan').


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 £500,000 (before expenses) at a price of 0.2125 pence per new ordinary share (the 'Issue Price').


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 5.00 p.m. London time on 24 November 2016.


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 African Management Services Limited ("AMS"), in order to settle an outstanding historic liability in respect of the provision of administrative and support services provided to the Company; AMS have agreed not to deal in the AMS shares for a period of 90-days.


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 6 September 2016 ('Admission').  The Subscription Shares will rank pari passu with the existing ordinary shares.


Following Admission of the Subscription Shares and the AMS Shares, in accordance with the Financial Conduct Authority's Disclosure and Transparency Rules, the Company will have 1,142,165,711 ordinary shares of no par value in issue each with voting rights.  The Company does not hold any shares in treasury.  The above figure of 1,142,165,711 may 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 share capital of the Company under the Financial Conduct Authority's Disclosure and Transparency Rules.


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:

(i)       1 September 2017;

(ii)      completion by the Company of equity financings after the Subscription which (in aggregate) raise more than £1.5m; and

(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 US$50,000 at:

(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 Cantor Fitzgerald Europe, its nominated adviser, consider that the terms of the Bridge Loan are fair and reasonable in so far as its shareholders are concerned. 


African Potash Executive Chairman Chris Cleverly said: "It is hoped that the funds raised at this time and the accommodation provided by the amendment to the existing bridge loan will provide the Company with a solid platform from which to further grow our ambitious fertiliser trading programme.  Shareholders will be aware, from our recent announcements, of the traction which we are gaining in the market and we are confident that this funding will assist in revenue generation.  We are progressing with these initiatives and have others in the pipeline and will update the market accordingly as we progress."


* * ENDS * *


For further information visit or contact the following:


Chris Cleverly

African Potash Limited

+44 (0) 20 7236 1177

David Porter

Cantor Fitzgerald Europe

+44 (0) 20 7894 7000     

Colin Rowbury

Cornhill Capital Limited

+44 (0) 20 7710 9610

Susie Geliher

St Brides Partners Ltd

+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 Africa


The Company has a trading agreement with the Common Market for Eastern and Southern Africa ('COMESA'), a free trade union for twenty African member states, to supply and deliver fertiliser to off-takers identified and introduced by COMESA. 


The Company also operates the Lac Dinga Project in the Republic of Congo, which is prospective for potash.


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 Regulatory Information Service ("RIS"), this inside information is now considered to be in the public domain.

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