Member Info for CF73

September is a BIG month it seems now. Good luck all the genuine muckers!

Seems Hanno was able to say things in life podcast they they weren't able to include in the RNS, especially the support letter that GE and CMEC want once new CEO is in place at EDM. The podcast helped us to see how the support was linked to the new CEO being in place. On the JDA preparations, they've had long enough to nail terms, conditions, numbers, percentages etc. So I suspect JDA Docs are all done, waiting to be signed. CEO role to be confirmed in coming weeks, according to Hanno. I can see why it's important to everyone. Once sorted, support letter received JDA in quick succession. What I got especially from yesterday is that this is now definitely happening. 'Loose ends' to be tied up before JDA and the subsequent releasing of significant capital into the project and to NCCL (you could hear Hanno literally refer to the drawdown to come with binding JDA confirmation!). Good luck all!

Was interesting Hanno talking about the new CEO at EDM:

"The chairman and CEO role to be finalised in the coming weeks; after that we can expect to have the support document in place. And once that’s in place, the timetable to finalise the JDA is very much agreed..."

Seems that this CEO being in position is a key piece of the jigsaw. Once they are confirmed, the JDA is ready to be concluded soon after (i.e. 'the timetable to finalise the JDA is very much agreed…')

With this CEO role, in Hanno's words, 'to be finalised in the coming weeks', sounds like September is a big month.

Dadsbatty, my guess is the tariff won't be released until after possibly FC. Until then deal hasn't been formally concluded and so they'll be keeping that under wraps from competitors.

Aeasty, very confident that JDA within our grasp. It's also reassuring they're talking about the entire process through to FC. I think FC will happen quicker than some folks realise. We also have confirmation tariff in ('tariff delivered').

There were two phases to the loan restructuring. The first was to get the lenders approval of the restructuring proposal. In a sense, this was the most crucial bit since we owe them money and they could call it in, leaving us up doodoo creek. Instead, they've accepted. The next phase is to prepare the paperwork and ensure that whatever route we/they take, loan or conversion to shares, things are done according to regulations, both market related and corporate governance etc. The first element was always, in principle, the most trickiest and most sensitive. The second phase simply a matter of due process. Now that we have lenders approval, the rest of it is a cinch.

There are a couple of things to sort it seems but appear to be resolvable within a reasonable time frame. What I got from the podcast especially was that we are very much on the cusp of binding JDA.

They said in previous communications that there were would be an update end of August regarding getting lenders approval of loan restructuring and that the process would be concluded by end of September. So today's mention of end of Sept concluding timeline isn't new news.

In podcast, Hanno confirms tariff has been delivered.

Timelines to be aligned and some additional support required, for both government and EDM, and for GE and CMEC.

Have listened several times and transcribed key bits and am very confident this is happening. There's a lot going on in the background but it is headed absolutely in the right direction.

Just gad a listen to the podcast and have transcribed some of it. On the shareholder loan;

“Full lender support to restructure the loan […] in a good position to restructure the loan in the month of September […] All under control.”

There is absolutely no one else in town in terms of proposed power projects. If there were, we would know. It wouldn't be hard to find out.

Apparently at one time or other there were two or three projects being discussed but the others have fallen away and there is only now one power project at Tete being discussed by anyone. Even if there were others, none remotely advanced like ours. No hope in hell that anyone else's will be ready for construction to begin in 2019.

The critical significance of GE being involved at KIBO's Benga plant is that GE has in effect shut out the competition, ensuring that GE and only GE's interests benefit from the opportunities in that region.

Naturally, no-one will come out and say that the 300MW at Tete is Ncondezi because that confirms ours being built when have yet to get confirmation of JDA.

There are other coal mines in the region but ours is an integrated coal to power project, with the coal potentially being sold onto other projects, such as, in most likelihood, KIBO's Benga project. So the GE tie in with KIBO on Benga also provides further market for our coal.

There are few who can move a proposed project such as this forward like GE and CMEC can. Mozambican authorities, evidenced by their White Paper, want to make progress, to get on with things. They won't be messing around with the only parties who can make it happen. Remembering that the project went nowhere with ' Shanghai Electric Power (SEP).

This is now simply about tightening up the planning, bringing everyone's timelines together.

Good luck all.

...that was a good RNS: shareholder loan no longer an issue. It is in hand, parties waiting for the relevant loan restructure paperwork to be completed...

...should help with detail...

This is new territory for the Mozambican authorities. Bringing on line these new large projects and integrating them into what they are doing requires close collaboration between all parties.

The Government White Paper, which EDM are others are working towards, states that construction of the 300MW units at Tete begins in 2019.

So the authorities, if anything, are moving a lot faster than we have been able to indicate. The initial 20th Oct 2017 RNS, "· FC targeted for completion end Q4 2"

Later announcements saw Financial Close pushwd to 12 to 18months. But for works to practically begin in 2019, Financial Close has to happen sooner. Believe that the authorities want this project to happen and to move forward quickly and decisively. Mozambican El Presidente has been bragging about providing power not just his own citizens but to the wider Southern African region.

Yes, what stevenc72 said.

The first element seems to be about ensuring there is clear synergy - connection - between the project's development and what is going on wider, with regional planning, with what EDM and MIREME are probably doing etc. This makes sense to me. It dies necessarily prevent the JDA from progressing.

Regarding support package, not sure...perhaps a leaflet with some bullet pointed info?? ;-))

Relieved to get news of the Shareholder loan restructuring advancing well.

Specifically,

----------------------------------------------

· All Lenders have indicated that they will not call in the Loan whilst the Restructuring is being finalised. The Loan currently matures on September 2, 2018.

and;

· The Restructuring is subject to the lenders agreeing to the documentation, as well as shareholder approval for the necessary share authorities to undertake a contemplated debt for equity swap in relation to the Loan.

----------------------------------------------

With the first, the pressure is off and we are moving to finalising the restructure documents. So all moving fine here.

With the second, seems the preferred method is conversion of debt to shares, which is proposed to be at 10p per share, a 30% odd premium to where we are.

Pleased with this :-))

General Update



30 August 2018: Ncondezi Energy Limited ("Ncondezi" or the "Company") (AIM: NCCL) provides the following update on its Shareholder Loan (the "Loan") restructuring process and process to conclude a binding Joint Development Agreement ("JDA") for the Company's integrated 300MW power and coal mine project in Tete Mozambique (the "Project").



Key Highlights:



· Ncondezi has received "in principle" support from all loan holders ("Lenders") to enter the Loan restructuring proposal as announced on 10 August 2018 (the "Restructuring").



· Documentation for the Restructuring has been submitted to Lenders and is in the process of being finalised.



· All Lenders have indicated that they will not call in the Loan whilst the Restructuring is being finalised. The Loan currently matures on September 2, 2018.



· Company Chairman, Michael Haworth and Non-Executive Directors, Estevao Pale and Chris Schutte signed irrevocable commitments on 29 August 2018 to enter into the Restructuring on terms agreed by the other Lenders.



· Further to the announcement on 26 July 2018, the Company and its potential strategic partners held meetings in Maputo as planned with Mozambican state power utility Electricity de Mozambique ("EDM") and the Ministry of Mineral Resources and Energy ("MIREME").



· In the meetings, both EDM and MIREME emphasised the need to align the Project development timeline with the current regional market environment and planning, as well as the need for a support package to progress the Project and the JDA. These are currently under negotiation.



· The Restructuring is subject to the lenders agreeing to the documentation, as well as shareholder approval for the necessary share authorities to undertake a contemplated debt for equity swap in relation to the Loan.



· Restructuring documentation to be finalized is expected to be received by the end of September 2018.



· A further announcement will be made once definitive documentation to effect the Restructuring has been entered into.





Related Party Transaction



The proposed Restructuring would constitute a related party transaction for the purposes of the AIM Rules for Companies. Accordingly, should the Restructuring be accepted by all Lenders and before signing, the Company's Independent Directors will need to consider, having consulted with Liberum Capital Limited, the Company's nominated adviser, that the terms of the Restructuring are fair and reasonable insofar as its shareholders are concerned.



There is no certainty that the Restructuring will occur.






Enquiries

For further information please visit www.ncondezienergy.com or contact:



Ncondezi Energy:

Hanno Pengilly

+27 (0) 71 362 3566

Liberum Capital Limited:
NOMAD & Joint Broker



Neil Elliot / Richard Crawley

+44 (0) 20 3100 2000

Novum Securities Limited: