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12 Mar 2012 09:17
12 March 2012
Cambria Africa plc
(the "Company" or "Group" or "Cambria")
Loan Facility
Cambria Africa Plc announces it has entered into secured loan facility agreements with Intl Consilium Emerging Markets Absolute Return Master Fund Ltd. and Consilium Corporate Recovery Master Fund Ltd. for US$ 1 million and US$ 2 million respectively (both hereunder referred as "Consilium" or "the Lenders").
The credit facilities will bear interest at 15% per annum and will mature as follows: the US$ 1 million facility will mature on 31 March 2013 and the US$ 2 million facility will mature on 31 March 2014.
On the final maturity dates, the Lenders will have the option to convert all or a portion of amounts due and owing into convertible debt on terms similar to any convertible debt which may or may not be raised by the Company from third parties prior to that date.
In the event of default, the Lenders shall have the option to convert all, or any portion of the outstanding indebtedness at the time of default into shares in Cambria at a 15% discount to the share price at the date of the facility agreements.
The net proceeds of the facility will be applied by the Company and its subsidiaries to repay certain 90 day loans (approximately US$ 1.75 million), which are renewable with interest rates and terms which are deeply unfavourable to the Company due to a short term liquidity shortage in Zimbabwe. Increased local borrowing costs have driven external funding rates to the mid-twenties (percentage points).
The remainder of the facility will be used by the Company to fund capital expenditures and general working capital investments aimed at accelerating further development of its subsidiaries. The Company intends that the majority of this investment will be made into Millchem and Celsys.
The Consilium Corporate Recovery Master Fund Ltd and Intl Consilium Emerging Markets Absolute Return Master Fund Ltd. share the same investment manager as Consilium Emerging Market Absolute Return Master Fund Ltd., a substantial shareholder of Cambria, and the transaction is therefore deemed a related party transaction for the purpose of the AIM Rules for Companies. With the exception of Ian Perkins, a director nominated by Consilium's investment manager, the directors, being Edzo Wisman, Paul Turner, Paul Heber, Fred Jones and Itai Mazaiwana, having consulted with WH Ireland, the Company's nominated advisor, consider the terms of the loan facility agreements fair and reasonable insofar as its shareholders are concerned.
For further information please contact:
Cambria Africa Plc
Ian Perkins Non-executive Director and Chairman +44 (0) 7831 674 585
Edzo Wisman Director and Chief Executive Officer +263 (0)4 852 434
WH Ireland Ltd: Nomad and Broker
James Joyce / Nick Field +44 (0) 20 7220 1666
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