Clean Invest Africa Plc - PDMR CLN UPDATE PR Newswire

Clean Invest Africa Plc

("CIA" or the "Company")

PDMR CLN UPDATE

6 June 2022

Further to the announcement of 16 September 2021, the Company is pleased to announce that it has agreed to extend the convertible loan note of £60,000 (“CLN”), for a period of 12 months, from 16 March 2022 to 15 March 2023, with three of the Company directors, Mr Noel Lyons, Mr Filippo Fantechi and Mr Paul Ryan, in equal parts, of £20,000 each.

Table 1

The key terms of the CLN remain as per the announcement of 16 September 2021, and approved at the General Meeting on 10th January 2022. The coupon, however, extends a further six months to 15 March 2023, resulting in further warrants being granted pursuant to the coupon.  This assumes the CLN will convert after 12 months.

Warrant Holder Warrants (CLN) Warrants (Coupon) Total Warrants
Noel Lyons 16,000,000 1,280,000 17,280,000
Paul Ryan 16,000,000 1,280,000 17,280,000
Filippo Fantechi 16,000,000 1,280,000 17,280,000
51,840,000

Table 2

Should the above warrants be exercised in full in Table 1, further warrants on an equivalent of two warrants for every one warrant exercised in Table 1 will be granted as follows for a further 5-year period and with an exercise price of 0.4 pence per share. This also assumes the CLN will convert after 12 months:

Warrant Holder Warrants (CLN) Warrants (Coupon) Total Warrants
Noel Lyons 32,000,000 2,560,000 34,560,000
Paul Ryan 32,000,000 2,560,000 34,560,000
Filippo Fantechi 32,000,000 2,560,000 34,560,000
103,680,000

In addition each of the 3 Directors have also agreed to convert all outstanding professional fees being £24,000 each for Mr Lyons and Mr Fantechi and Mr Ryan to ordinary shares in the Company at a price of 0.25p each, comprising 9,600,000 shares each for Mr Lyons, Mr Fantechi and Mr Ryan (“Fee Shares"). Each Fee Share shall carry two Warrants on the same terms as set out for the CLN referred to above.

The Company shall settle the interest of £2,400 due on the CLN dated 16th September 2021 by the issue of 960,000 new ordinary shares in the Company, being 320,000 shares to each of Mr Noel Lyons, Mr Filippo Fantechi and Mr Paul Ryan (“Interest Shares”). The conversion of the Fee Shares and the Interest Shares will be admitted to trading on or about 10 June 2022.

Following the issue of the Fee Shares and the Interest Shares, the following Directors will hold the following Ordinary Shares of the Company:

DIRECTOR ORDINARY SHARES % OF ISSUED SHARE CAPITAL
Filippo Fantechi 517,798,421 29.04
Noel Lyons 45,640,000 2.56
Paul Ryan 43,318,000 2.43

Total Voting Rights

In accordance with the Financial Conduct Authority's Disclosure and Transparency Rules, the Board of CIA confirms that following the issue of the Fee Shares and Interest Shares, the Company will have 1,782,863,402 ordinary shares of 0.25 pence each in issue, each share carrying the right to one vote. The Company does not hold any Ordinary Shares in treasury.

The figure of 1,782,863,402 may be used by shareholders in the Company 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.

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 instrument, type of instrument:
Identification code:

Ordinary shares of 0.25 pence each


GB00BF52QX07
b) Nature of the transaction: Professional fees in lieu of cash
c) Price(s) and volume(s):

 Issue of shares

Price(s) Volume(s)
Nil 10,560,000

Issue of warrants

Price(s) Volume(s)
d) Aggregated information:
Aggregated volume:
Price:

Single transaction as in 4 c) above

Issue of shares

Price(s) Volume(s)

 Issue of warrants

Price(s) Volume(s)
e) Date of the transaction: 1 June 2022
f) Place of the transaction: Outside a trading venue

   

1.  Details of the person discharging managerial responsibilities/person closely associated
a) Name: Noel Lyons
2.  Reason for the notification
a) Position/status: Non-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 instrument, type of instrument:
Identification code:

Ordinary shares of 0.25 pence each


 
GB00BF52QX07
b) Nature of the transaction: Professional fees in lieu of cash
c) Price(s) and volume(s):

 Issue of shares

Price(s) Volume(s)
Nil 10,560,000

Issue of warrants

Price(s) Volume(s)
d) Aggregated information:
Aggregated volume:
Price:

Single transaction as in 4 c) above

Issue of shares

Price(s) Volume(s)

 Issue of warrants

Price(s) Volume(s)
e) Date of the transaction: 1 June 2022
f) Place of the transaction: Outside a trading venue

   

1.  Details of the person discharging managerial responsibilities/person closely associated
a) Name: Paul Ryan
2.  Reason for the notification
a) Position/status: Non-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 instrument, type of instrument:
Identification code:

Ordinary shares of 0.25 pence each


GB00BF52QX07
b) Nature of the transaction: Professional fees in lieu of cash
c) Price(s) and volume(s):

 Issue of shares

Price(s) Volume(s)
Nil 10,560,000

Issue of warrants

Price(s) Volume(s)
d) Aggregated information:
Aggregated volume:
Price:

Single transaction as in 4 c) above

Issue of shares

Price(s) Volume(s)

 Issue of warrants

Price(s) Volume(s)
e) Date of the transaction: 1 June 2022
f) Place of the transaction: Outside a trading venue