RE: Rns20 Jun 2025 07:11
2nd part - sorry it didnt fit on to one page
Globalvision International U. LDA
Due to the significantly higher than expected debts of the Company’s US subsidiaries, the Company
has not yet been able to conclude the transaction with Globalvision International U. LDA announced
on 17 July 2024.
2 Please confirm
The board is in discussions on the best way to move forward with the Company’s US subsidiaries, which
may still include a transaction with Globalvision International U. LDA and/or others.
PLEDGED SHARES
Pursuant to historical arrangements announced to shareholders of the Company on 28 March 2023
and 12 July 2023 and subsequent contributions by shareholders of the Company, the Company placed
62,633,333 existing and to be issued ordinary shares of £0.01 in the capital of the Company
("Ordinary Shares") contributed by then existing shareholders, and a lender who was due to be issued
with Ordinary Shares in lieu of a debt owed to them.
The General Meeting is being called to obtain authority to issue these new Ordinary Shares. An
application will be made for admission of the new Ordinary Shares to listing following the Company's
Ordinary Shares return from suspension.
The Company is fully aware that it will need to publish a prospectus to cover these new Ordinary
Shares before such an application can be made for their admission to listing.
Until these new Ordinary Shares are issued, the Company has a debt obligation to the contributing
shareholders/lender, and it is currently in default of its contractual obligations to them.
GEM
As announced on 21 May 2025, the Company “has agreed to enter into a Convertible Loan Note
Facility with GEM Global Yield LLC SCS” having signed a term sheet with GEM.
Concurrently with entering into the Convertible Loan Note Facility, GEM is being awarded 80,000,000
warrants, exercisable at 4p each for a term of 5 years. The Convertible Loan Note Facility has not been
entered into yet and therefore the warrants have not been issued to GEM.
Given the issues identified above, and having obtained a term sheet from another investor, the board
of directors considered that GEM was offering the best terms the Company was able to receive, and
as announced, it provides the Company with funds “to finalise the audit for the FY 2024, effect the retrading of its shares on the London Stock Exchange and to fund possible growth opportunities”, and as
part of the term sheet GEM agreed to “reinstating the prior £20,000,000 SSF”.
The board considers that this provides the Company with the short, medium and longer term finance
it needs to deliver value to its shareholders.