RE: gs share holdings22 Sep 2020 12:49
To be complete: Duferco could convert 11,5 million into shares this year, unless Bushveld decides to pay half of the 11,5 million in cash. Then 5,75 milllion would remain for Duferco to be converted into shares. Sorry for confusing things, as this has been discussed already earlier this month.
Total consideration has been revised from US$68 million to US$53.5 million, payable as follows:
· US$30 million in cash (which includes the US$6.8 million deposit paid into an escrow account on 1 May 2019) payable on Transaction Closure.
· An additional payment of US$23.0 million to be satisfied through the issue on Transaction Closure of Bushveld Minerals unsecured convertible loan notes ("Loan Notes") with the following repayment, redemption and conversion terms (in addition to customary covenants, warranties and acceleration provisions):
o Interest at a coupon of 5% per annum payable annually in arrears or on conversion or redemption;
o Repayable in cash after the second anniversary of Transaction Closure, plus any accrued interest;
o Convertible at the holder's option in two tranches of up to US$11.5 million each, after the first and second anniversary of Transaction Closure respectively, at a 5% discount to the prevailing 10-day volume weighted average Bushveld Minerals share price leading up to conversion;
o Early redemption of the Loan Notes at the election of Bushveld Minerals, subject to the condition that the holder will have an option of converting up to 50% of the early redemption amounts into Bushveld Minerals shares on the same terms set out above;
o Scope for acceleration of redemption of up to US$5 million of the Loan Notes 12 months after Transaction Closure if an average ferrovanadium price of $40/kgV is realised during any nine-month period during the12 month period after Transaction Closure;
o Obligation to repay an amount equal to 40% of any cash received on a new share issue which raises more than US$30m, provided no more than 50% of the Loan Notes have already been paid, redeemed or converted;
o Obligation to repay an amount equal to 50% of any debt raised over US$15 million, provided no more than 50% of the Loan Notes have been repaid, redeemed or converted;
o Obligation to repay on a substantial sale of assets or change of control;
o The holder will not be able to divest any Bushveld Minerals shares received for six months following conversion and be subject to an orderly market arrangement for the following six months.