RE: Interesting.6 Feb 2023 08:18
NEWS RELEASE
Convertible Loan Fully Converted
6 February 2023: Ncondezi Energy Limited (“Ncondezi” or the “Company”) (AIM:NCCL) announces that
following the previous announcements on 16 and 17 January 2023, all convertible loan and interest will be
converted into ordinary shares of no par value (“Ordinary Shares”) in the Company according to the terms of
the convertible loan agreement.
An aggregate of 75,787,027 Ordinary Shares will be issued and application will be made for the admission of
the Ordinary Shares to trading on AIM (“Admission”), with Admission expected to take place on or around 9
February 2023. The Ordinary Shares will rank pari passu in all respects with the existing Ordinary Shares of
the Company.
Of the new shares to be issued, 3,913,087 will be issued to Company Chairman, Michael Haworth, 15,213,515
will be issued to Non-Executive Director, Scott Fletcher, and 53,580,573 will be issued to Seritza Limited
(“Seritza”), a private company owned by a trust of which Chief Executive Officer of Ncondezi, Hanno Pengilly,
is a potential beneficiary.
The Company’s independent director, Aman Sachdeva, assessed the Company’s rights to exclude up to 50%
of the amount to be converted through an immediate cash redemption, and considers, having consulted with
the Company’s advisers, that exercising this right is not in the best interest of Company, particularly given that
the Company’s available capital is committed to its existing solar power development programme.
In addition to the convertible loan and interest conversion, the Company will issue a further 3,079,852 shares
and transfer the 2,869,840 shares currently held in Treasury, in lieu of deferred fees totalling £71,767 to certain
contractors and consultants to the Company, as previously announced on 22 November 2022, plus a further
£15,000 in deferred fees due to certain consultants.
Following the conversion of the convertible loan and issue of new shares, Chairman, Michael Haworth, will be
beneficially interested in 23,936,549 Ordinary Shares, representing 4.23 per cent of the Company’s enlarged
issued share capital. Non Executive Director, Scott Fletcher, will be beneficially interested in 122,979,090
Ordinary Shares representing 21.71 per cent of the Company’s enlarged issued share capital. Seritza will be
beneficially interested in 53,580,573 Ordinary Shares, representing 9.46 per cent of the Company’s enlarged
issued share capital. In addition, Hanno Pengilly is beneficially interested in 3,531,776 Ordinary Shares,
representing 0.62 per cent of the Company’s enlarge issued share capital.
Following Admission, the Company's issued share capital will comprise of 566,501,146 Ordinary Shares. No
Ordinary Shares will be held in treasury.
Therefore the number of Ordinary Shares in issue carrying voting rights will be 566,501,146 and this figure
may be used as the denominator for the calculations by which they will determine if they are required to notif