RE: Block8 Jun 2018 10:47
Have a look at the Prospectus - page 308
xviii. Convertible Loan Note Instrument (��CLN��) (June 2017)
On 27 June 2017 the Company adopted a convertible loan note instrument. Notes issued under the CLN (��Notes��) accrue interest at a rate of 10% per annum. If conversion of the Notes occurs prior to the date 12 calendar months after issue of the Notes, the interest accrued to that date shall be paid by the Company to the holder of the Notes. The nominal amount of each Note is �1 and may be issued up to an aggregate of �210,000. Any shares issued on conversion of the Notes shall be subject to such lock in provisions as are strictly required by NEX or AIM, as the case may be on a Qualifying IPO (defined below). The Notes may not be assigned without the express written consent of the Company.
If the Notes have not been converted, the Notes shall be redeemable on the earlier of (i) the 2nd anniversary of the CLN and (ii) the date falling 14 days after written request for redemption has been submitted to the Company by the holder of the Notes (such request not being issuable prior to the 1st anniversary of the CLN). The Notes shall also be redeemable in an event of default, being standard insolvency events;
The Notes shall be convertible as follows:-
(a) At any time following the 1st anniversary of the CLN, a holder of the Notes shall be entitled to have all or part of the Notes converted into ordinary shares in the capital of the Company, provided that if such notice is given prior to a Qualifying IPO (defined below), the Company may redeem the Notes in cash, rather than by issued shares;
(b) Upon a Qualifying IPO, the Notes will be automatically redeemed by the Company issuing ordinary shares in the Company equal to the value of the amounts outstanding under the CLN (such value to be at the conversion price set out below);
(c) Whilst the Company�s shares are admitted to NEX, the Company may convert the Notes into ordinary shares in the capital of the Company.
The conversion price for the Notes shall be:-
(i) If the Company is admitted to a recognised investment exchange (including AIM, but not NEX) (a ��Qualifying IPO��) within 12 months of the date of the CLN, the conversion price shall be the share price at the time of the admission (but subject to a 10% discount);
(ii) If no Qualifying IPO occurs within 12 months of the date of the CLN or the Notes are converted pursuant to (c) above, the conversion price shall be the 10 day volume weighted average price of the shares of the Company immediately prior to conversion (but subject to a 10% discount);
As at the date of this Report �210,000 of Notes has been subscribed for by Mayan Energy Ltd. The Company shall not be entitled to dispose of any of its interests acquired in oil and gas licences in Georgia without the consent of the holders of 75% of the Notes;
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