ALR29 Feb 2012 15:34
On 14 May 2011, the Company entered into a Convertible Loan Facility with Christopher Nightingale, the Executive Chairman of the Company, pursuant to which Christopher Nightingale granted an unsecured loan in the aggregate principal amount of US$2,000,000. This was increased on 25 February 2011 by an additional US$1,000,000 on the same terms.
It has been agreed again today, that Christopher Nightingale will increase the amount of the unsecured loan by the amount of S$1,140,000 or US$1,000,000 on the same terms as above: for example the agreement shall terminate on 1 May 2013, or such other date as the parties may agree in writing and Christopher Nightingale has the right to convert any part of the of the Convertible Loan into Ordinary Shares of the Company at a price of US$0.03 per share. This brings the total amount provided to the Company under convertible loans from Christopher Nightingale to US$4,000,000; approximtaley US$2,900,000 has been drawn down by the Company.
The purpose of the increase of the Convertible Loan Facility is for general working capital purposes. This increase is a "related party" transaction under the AIM Rules, and accordingly the independent directors (being all the directors with the exception of Christopher Nightingale) consider, having consulted with the Company's nominated adviser, that the terms of the transaction are fair and reasonable insofar as its shareholders are concerned.