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Dear All

I am a shareholder of Cradle Arc and would like to know if any of you could get more information about our present status as shareholders ?

Did any of you contacted the liquidator who seems to be Antony Batty & Co Llp ?

Thank you so much for your replies

ZCI Limited
Bermudian registration number 661:1969
Euronext share code: BMG9887P1068
("ZCI" or "the Company")
JUDICIAL MANAGEMENT ORDER OF LEBOAM HOLDINGS (PROPRIETARY) LTD
Shareholders are referred to the previous announcements released by ZCI in connection with, inter alia, the Provisional Judicial Management Order issued by the Botswana High Court for Leboam Holdings (Proprietary) Limited (“Leboam”), which became effective on 18 December 2018. Capitalised terms defined in previous announcements have the same meaning when used herein.
Shareholders are advised that following a meeting of creditors of Leboam held on the 25th of February 2019, pursuant to the Provisional Judicial Management Order, the Botswana High Court has issued a Final Judicial Management Order for Leboam (the “Final Order”). The Final Order became effective on 28 February 2018 and accordingly, subject to the supervision of the Botswana High Court, Leboam is placed under Judicial Management. Pursuant to the Final Order, Mr John Hinchcliffe, an accredited and registered Chartered Accountant in Botswana, continues in his appointment as the Judicial Manager (the “Judicial Manager”) and any legal proceedings contemplated and/or subsisting by or against Leboam is stayed and restrained.
At the aforementioned creditors meeting, the Judicial Manager presented to the Master of the Court in Botswana and Leboam’s general body of creditors his report on the assets and liabilities of Leboam, its debts and obligations as well as his view on the prospects of Leboam’s recovery to trade as a going concern. The report indicated that Leboam is insolvent. The recommendation from the Judicial Manager was that Leboam be placed under Judicial Management as opposed to liquidation as there are prospects for recovery for the following reasons:
? Preliminary studies carried out by consulting engineering firms indicate that there are sufficient ore deposits of good quality that could extend the life of mine to another 26 years.
? Fujax Minerals and Energy (the First Petitioner) is committed to funding the care and maintenance programme until Leboam is able to trade as a going concern.
? There are potential options of entering into a scheme of compromise with creditors to reduce Leboam’s debt burden.
? It is estimated by the Judicial Manager that Judicial Management may run for 9 months.
Pursuant to the terms of the Final Order, with effect from 28 February 2019, the Judicial Manager is authorised to secure and preserve the assets of Leboam; to prevent the continuing mismanagement of Leboam; to ensure Leboam will be able to meet its obligations so as to avoid a winding-up; and to do all things necessary to preserve the interests of the members and creditors of Leboam. Furthermore, the Judicial Manager shall submit a quarterly report to a meeting of the creditors of Leboam, and to the Master of the Court in Botswana, to provide updates as to Leboam’s position.
As more information becomes avail

5. Borrowings

Group

30 Jun 2018

31 Dec 2017

£

£

Convertible loan note - current

1,591,200

5,652,326

Secured Non-Convertible loan note - current

5,290,262

-

Warrants to be issued - current

-

291,657

Finance lease liabilities - current

2,870,129

3,049,718

Other borrowings - current

7,489,888

5,227,843

Current portion

17,241,479

14,221,544

Finance lease liabilities - non- current

1,706,165

2,188,977

Other borrowings - non-current

25,522,339

28,523,321

Non-current portion

27,228,504

30,712,298

Total

44,469,983

44,933,842

Convertible loan notes and warrants

· On 24 January 2018, Loan Notes to the principal value of £3,250,000 were converted into 32,500,000 new ordinary shares at 10 pence per share.

· On 26 January 2018, Loan Notes to the principal value of £300,000 were converted into 3,260,869 new ordinary shares at 9.2 pence per share.

· On 6 February 2018, Loan Notes to the principal value of £100,000 were converted into 1,275,510 new ordinary shares at 7.84 pence per share.

· On 14 February 2018, Loan Notes to the principal value of £75,000 were converted into 1,403,609 new ordinary shares at 5.33 pence per share.

· On 1 March 2018, Loan Notes to the principal value of £50,000 were converted into 1,088,436 new ordinary shares at 4.59 pence per share.

The remaining loan notes issued on 17 January 2018 and 7 June 2017 are fair valued at £1,591,200 with a maturity date of 31 December 2018.

Secured Non-Convertible loan notes

Secured Non-Convertible loan notes to the value of £7.1m (US$10m) were issued on 3 April 2018. The Loan Notes are redeemable within 12 months from the date of issue and are secured by way of a pledge over the entire issued share capital of Leboam Holdings (Pty) Ltd's direct holding company, Cradle Arc Investments (Pty) Limited. Interest is payable at 18% per annum payable quarterly in arrears.

The holders of the loan notes were granted 71,336,852 warrants, in aggregate, at an exercise price of 5 pence per share for a period of 12 months from the date of issue of the warrant instrument. The fair value of the warrants was determined using the Black Scholes valuation model, and amounted to £2,140,106. The fair value of the warrants has been recorded in other reserves and as a deduction against the loan note liability which is amortised over the loan term.

Other borrowings comprise the following:

· £15.9m (US$21.0m) payable to ZCI Limited by Leboam Holdings (Pty) Limited, a subsidiary of the Group, as part of the acquisition of the Mowana Copper Mine. As at 30 June 2018, the loan bears interest at LIBOR. The loan is subo

extract from : https://polaris.brighterir.com/public/cradle_arc/news/rns/story/x4d500x

Revised ZCI Debt Restructuring

Pursuant to the terms of the Revised ZCI Debt Restructuring, on Admission, ZCI will convert US$79 million of its existing secured debt into a 40 per cent. shareholding in Leboam (as enlarged by the issue of such shares) and a US$9.9 million secured loan will be booked to Leboam (the ZCI Secured Loan). In addition, ZCI will retain its existing US$21 million term loan which is repayable over a 10 year term and incurring interest at LIBOR (the ZCI Term Loan). Whilst currently secured, the ZCI Term Loan will be unsecured with effect from Admission. The ZCI Secured Loan is repayable in monthly instalments over 33 months with a nine month moratorium on capital repayments and interest accruing at a rate of 13.5 per cent. per annum and payable monthly.

Completion of the Leboam Acquisition

On Admission, Leboam will also credit the liquidator with a loan of US$10 million (the Liquidator Loan Facility), which will be repayable in monthly instalments over 24 months following Admission with a nine month moratorium on capital repayments and interest accruing at a rate of 13.5 per cent. per annum payable monthly. The Liquidator Loan Facility will be secured by way of a share pledge from CAI over the shares it holds in Leboam and be backed by a guarantee issued by the Company in favour of the liquidator. On Admission, following the new US$9.9 million ZCI Secured Loan and the US$10 million Liquidator Loan Facility being issued, the Leboam Acquisition will complete.

Accordingly, pursuant to the Revised ZCI Debt Restructuring and completion of the Leboam Acquisition, on Admission, Cradle Arc will be interested in 60 per cent. of Leboam's issued share capital (via CAI, its wholly owned subsidiary), and the Group will have a US$9.9 million secured loan owing to ZCI, a US$3.6 million secured loan owing to Fujax pursuant to the Fujax Financing Agreement, a US$10 million secured loan owing to the liquidator and a US$21 million unsecured loan outstanding to ZCI. Summaries of the Revised ZCI Debt Restructuring contracts, the Fujax Financing Agreement and the Liquidator Loan Facility Agreement are set out in sections 12.3 and 12.4, 12.9 and 12.25 of Part VII of the Company's Admission Document respectively.

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