RE: Correct me if I'm wrong21 May 2019 23:01
The directors of the Company have sufficient authority to issue shares and rights to subscribe for shares to issue the first tranche of the Bond Issue, but will be required to call a General Meeting to receive authority from shareholders to enable the balance of the Bond Issue, including the attached Warrants, to be implemented. Furthermore, at the current share price, the Bond Issue will result, on full conversion of the Bonds and the attached Warrants, in the issue of substantially more than 20% of the Group's issued share capital triggering a requirement to issue a prospectus (which would need to be approved by the Financial Conduct Authority) prior to the issue of the shares (the 'Prospectus Requirement').
The first two drawdowns of the Bonds (totalling £1,635,000 in aggregate) are mandatory, but the drawdown of the remainder of the Bonds is not mandatory, although the Investor does have the right to require the Company to draw down any two of the remaining tranches. The Bonds are to be freely transferable and have a maturity of 12 months, after which all the Bonds will be mandatorily converted into Ordinary Shares to the extent not previously converted. The conversion price for the Bonds will be 90% of the lowest closing volume-weighted average price of Ordinary Shares ('VWAP') in the 15 trading days prior to conversion.
In relation to the Warrants, all Warrants are exercisable for a period of five years from their date of issue and are to be freely transferable. There are to be two series of Warrants (i.e. Warrants A and Warrants B). The number of Warrants A to be issued on the drawdown of the second tranche would be equivalent to 15% of the Total Commitment divided by the exercise price of the Warrants A. The number of Warrants B to be issued on the drawdown of each tranche will be equivalent to 20% of the nominal value of the Bonds issued in such tranche divided by the exercise price of the Warrants B , although the Warrants B to be issued in respect of the first tranche will actually be issued on the drawdown of the second tranche.
The exercise price of the Warrants A will be 120% of the lower of:
& the lowest closing VWAP of the 15 trading days immediately preceding the date of signing of the letter of intent signed by the Company and Alpha Blue Ocean Inc., ('ABO') on 13 September 2018 in relation to the Bond Issue (the 'LOI'); and
& the lowest closing VWAP of the 15 trading days immediately preceding the request to issue the first tranche.
The exercise price of the Warrants B will be 120% of the lowest closing VWAP of the 15 trading days immediately preceding the request to issue the relevant tranche (or, in respect of the first tranche only, the lowest closing VWAP of the 15 trading days immediately preceding the date of signing of the LOI in relation to the Bond Issue, if such figure is lower).