RE: Boiler22 Jun 2019 11:52
Because of the 29.9% clause in the loan agreement I've often wondered whether the private investors are very limited in number, or perhaps we are just being prudent against a potential coordinated hostile takeover. This is JG's baby after all, and I'm sure he'd hate to have it stolen from him at the last hurdle due to lack of vigilance...
The point being 10's of apparently separate, but in fact coordinated private investors could have financed the £530k. The company wouldn't be aware of their plans until the loan note is converted and they are required to declare above 3% holding, even though any individual may have less than this.
Anyway, I doubt anything of the sort is at play, but best to guard against such scenarios as standard practice - I think it's more likely to be a few friendlies.
"Issue of Convertible Loan Notes" (May 04, 2018)
https://www.inspirit-energy.com/article/4049183-issue-of-convertible-loan-notes
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Any Ordinary Shares issued on conversion of the CLNs will rank pari passu with Existing Ordinary Shares. Conversion of the CLNs is subject to a restriction that no conversion shall take place in circumstances where as a result of the conversion the Noteholder or any party deemed to be acting in concert with such Noteholder, as defined in the Takeover Code, would own more than 29.9% of the issued share capital of the Company or otherwise trigger a requirement for the Noteholder to make a general offer for the Company pursuant to Rule 9 of the Takeover Code. The CLNs will not be admitted to trading on AIM or any other exchange.
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