very interesting21 May 2013 23:07
Whats the placing price for Galaxy cap raising $0.8 whats the The Convertible Loan Note may be converted at any time at the option of the noteholder into Ordinary Shares at a conversion price of £0.06 per Ordinary Share.
Funding of the Further Galaxy Subscription
To fund the Further Galaxy Subscription, the Company intends to raise through the Second Round Placing up to £15,118,600 (approximately A$27,280,000) net of commissions and other transaction expenses. The maximum gross proceeds of the Second Round Placing will be approximately £17,000,000. Further details of the Second Round Placing are set out below. The Second Round Placing has not been underwritten and therefore there is no certainty that all or any of the funds necessary for the Further Galaxy Subscription will be raised.
The Company has agreed with Creat Group that, in the event that the gross funds raised in the Second Round Placing are less than £17,000,000 (equivalent to approximately A$30,674,800), Creat Group shall procure that the Convertible Loan Subscriber shall advance to the Company an amount equal to such shortfall under the terms of an agreed form Convertible Loan Note.
The Convertible Loan Note will have a coupon of 10 per cent. per annum and a maturity date twelve months after Shareholders approve the Further Galaxy Subscription. The Company must repay the Convertible Loan Note (together with accrued interest) in full on the maturity date. The Convertible Loan Note may be converted at any time at the option of the noteholder into Ordinary Shares at a conversion price of £0.06 per Ordinary Share. Under the requirements of the Act, and given Creat Group's current shareholding in the Company, the approval of the Company's shareholders would be needed for the convertible Loan Subscriber to convert the Convertible Loan Note.
The terms of the Convertible Loan entitle the Convertible Loan Subscriber to assign it to a third party in whole or part if the assignee enters into an orderly marketing arrangement in a form similar to that described in paragraph 10.3.2 of part 5 of the Admission Document and (a) the Company has provided its prior written consent; or (b), inter alia, (i) the assignee is not a related party to the Company; (ii) upon conversion, that the assignee's relevant interests in the Company's Ordinary Shares will not exceed 19.99 per cent.; and (iii) notification of the assignment or subsequent conversion is not required by relevant legislation. Upon assignment, the assignee is obliged to immediately serve a notice on the Company requiring it to convert the Convertible Loan Note into Ordinary