Overview16 Jun 2020 13:33
GHIF Convertible Bond
The Company has, in issue, a five year US$8.0 million convertible bond with GHIF. Following the Company and GHIF entering into a Deed of Amendment and Restatement in June 2016, the principal terms of the Bond were amended and the full details are set out in Note 18 to the Company’s 2017 Report and Accounts. The Company has entered into the Second Deed of Amendment and Restatement. Subject to completion of the Placing and issue of the Loan Notes, GHIF and the Company have agreed to further amend the terms of the GHIF Bond, by way of the Second Deed of Amendment and Restatement, as follows:
(i) Maturity date to be extended from July 2021 to December 2023;
(ii) The roll up of interest payments will be extended from January 2019 to January 2022;
(iii) The strike price of the first $2.0 million of the GHIF Bond will be reduced from 150p to 28.75p, being a 25 per cent. premium to the Placing Price and the same conversion price as the Loan Notes;
(iv) The strike price of the remaining $6.0 million of the GHIF Bond will be reduced from 489p to 150p; and
(v) The rolled up interest on the first tranche of $2.0 million of the GHIF Bond would be converted at 28.75p per share and on the remaining tranche of $6.0 million of the GHIF Bond would be converted at 150p per Ordinary Share.
The Directors believe that the terms of the Second Deed of Amendment and Restatement provide the Company with additional financial flexibility to execute the business plan and ultimately evidence the strategic value of the Company’s diagnostic technologies more broadly.
The maximum number of Ordinary Shares to be issued to GHIF on conversion of the GHIF Bond is 7,100,000. Additional changes have also been made to reflect the Company entering into the Loan Note Instrument and issuing the Loan Notes to BGF and to regulate the ranking of payments under the GHIF Bond and Loan Note Instrument. Following the completion of the Placing and anticipated admission of the Placing Shares, and such number of Broker Option Shares as may be subscribed for, on 10 December 2018, the Company expects the Second Deed of Amendment and Restatement to become unconditional on 10 December 2018.