Last checked at 10 Jul 2018 14:45
Cambria Africa Plc
("Cambria" or the "Company")
Open Offer raises £2.1 million Equity
Result of Open Offer
Cambria announced on 15 May 2018 an Open Offer to Qualifying Shareholders which has raised a total equity investment of £2.1 million (US$2.8 million) as a result of issuing 191 million ordinary shares. A total of £503,102.50 was raised in cash from minority shareholders and £1,595,000 was raised through conversion of its loans into equity by Ventures Africa Limited (VAL). VAL is the controlling and majority shareholder of the Company.
Including VAL's Open Offer Participation, the aggregate participation ratio was 81%. Of minority shareholders, 45% participated in the Open Offer. Excluding Consilium, and funds under their management or influence, 60% of minorities participated in the Open Offer. Cambria signed a deed of settlement with Consilium in October 2017.
The Open Offer closed for applications at 11.00 a.m. on Friday, 6 July 2018. Applications under Open Offer Entitlements totalled 190,288,648, being 145,000,000 from VAL and 45,288,648 from remaining shareholders, while 447,945 applications were received under the Excess Application Facility.
Comment on Open Offer
Commenting on the Open Offer Result, Mr. Shasha said,
"I spoke to many investors who participated in the Open Offer. Like myself, they were businesspeople and entrepreneurs for whom this investment is a significant part of their portfolio. This is a vote of confidence by my co-shareholders for Cambria Africa and most importantly our explicit strategy of investing in Zimbabwe.
"The Company is now holding over $2.8 million cash following completion of the Open Offer and from operations, allowing us to identify and act on investment opportunities in Zimbabwe. Our balance sheet is stronger than it has been in a long time , with net equity per share up 64% at 0.85 cents per share debt down 71%."
Issue of New Ordinary Shares
It is anticipated that trading in the shares issued under the Open Offer will commence on 16 July 2018 ("Admission"). Following Admission, the Company will have 544,575,605 total shares in issue. Cambria has no shares in Treasury, therefore this figure may be used by shareholders from Admission as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FCA's Disclosure and Transparency Rules.
Following Admission, VAL will own 377,000,000 Ordinary Shares in the Company, representing 69.2% of the issued share capital of the Company. Prior to the Open Offer, VAL owned 232,000,000 Ordinary Shares (65.6%).
Financial Effects and Pro Forma Balance sheet
As a result of the Open Offer, Cambria's Net Asset Value ('NAV') per share increases by 0.33 cents (US) per share to 0.85 cents (US) per share from 0.52 cents (US) per share, a 64% improvement. Debt will fall by 71% from $2.96 million to $846,000 as a result of VAL's Open Offer Participation.
Set out below is the unaudited pro forma statement of financial position illustrating the impact of the Open Offer on the most recently published Statement of Financial Position of the Company as at 28 February 2018:
| BEFORE | Adjustment 1 | Adjustment 2 | AFTER |
| Consolidated & unaudited | Open Offer: VAL's Entitlement | Balance of Open Offer | Pro forma consolidated & unaudited |
| 28-Feb-18 |
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| 28-Feb-18 |
| US$'000 | US$'000 | US$'000 | US$'000 |
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Property, plant and equipment | 2,802 | - | - | 2,802 |
Goodwill | 717 | - | - | 717 |
Intangible assets | 20 | - | - | 20 |
Total non-current assets | 3,539 | - | - | 3,539 |
Inventories | 225 | - | - | 225 |
Financial assets at fair value | 99 | - | - | 99 |
Trade and other receivables | 1,004 | - | - | 1,004 |
Cash and cash equivalents | 1,518 | - | 668 | 2,186 |
Discontinued operation | 2 | - | - | 2 |
Total current assets | 2,848 | - | 668 | 3,516 |
Total assets | 6,387 | - | 668 | 7,055 |
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Equity |
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Issued share capital | 51 | 19 | 6 | 76 |
Share premium account | 85,686 | 2,099 | 662 | 88,447 |
Revaluation reserve | 438 | - | - | 438 |
Foreign exchange reserve | (10,625) | - | - | (10,625) |
Non distributable reserves | 1,905 | - | - | 1,905 |
Retained losses | (75,613) | - | - | (75,613) |
Equity attributable to owners | 1,842 | 2,118 | 668 | 4,628 |
Non-controlling interests | 60 | - | - | 60 |
Total equity | 1,902 | 2,118 | 668 | 4,688 |
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Liabilities |
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Loans and borrowing | 1,464 | (1,464) | - | - |
- VAL Loan | 1,464 | (1,464) | - | - |
- CABS Loan | - | - | - | - |
Trade and other payables | 90 | - | - | 90 |
Provisions | 195 | - | - | 195 |
Deferred tax liabilities | 184 | - | - | 184 |
Total non-current liabilities | 1,933 | (1,464) | - | 469 |
Current tax liabilities | 313 | - | - | 313 |
Loans and borrowings | 1,500 | (654) | - | 846 |
- VAL Loan | 972 | (654) | - | 318 |
- CABS Loan | 528 | - | - | 528 |
Trade and other payables | 714 | - | - | 714 |
Discontinued operations | 25 | - | - | 25 |
Total current liabilities | 2,552 | (654) | - | 1,898 |
Total liabilities | 4,485 | (2,118) | - | 2,367 |
Total equity and liabilities | 6,387 | - | 668 | 7,055 |
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| - |
Number of shares in issue ('000s) | 353,839 | 145,000 | 45,737 | 544,576 |
NAV (cps) | 0.52 |
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| 0.85 |
Notes to adjustments:
1. VAL's Open Offer Participation of 145,000,000 Ordinary Shares and accordingly, converting £1.595 million (approximately $2.12 million) of the VAL Loans into Equity.
2. Open Offer participation by Qualifying Shareholders other than VAL, of 45,736,593 Ordinary Shares raising £503,102.50 (approximately $668,000).
Definitions
This announcement should be read in conjunction with the full text of the Circular posted to Shareholders on 5 June 2018, a copy of which is available on the Company's website at (http://www.cambriaafrica.com/investors/shareholder-documents).
Capitalised terms in this announcement have the same meaning as given in the Circular.
This announcement includes inside information as defined in Article 7 of the Market Abuse Regulation No. 596/2014 and is disclosed in accordance with the Company's obligations under Article 17 of those Regulations.
Contacts |
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Cambria Africa Plc: | www.cambriaafrica.com |
Samir Shasha | +44 (0) 207 669 0115 |
Email: | info@cambriaafrica.com |
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WH Ireland Limited: | www.wh-ireland.co.uk |
James Joyce / Alex Bond | +44 (0) 20 7220 1666 |
NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM
1 | Details of the person discharging managerial responsibilities/person closely associated | |||||
a) | Name | Samir Shasha | ||||
2 | Reason for the notification | |||||
a) | Position/status | Chief Executive Officer, Cambria Africa Plc | ||||
b) | Initial notification/ Amendment | Initial Notification | ||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | Cambria Africa Plc | ||||
b) | LEI | N/A | ||||
4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||
a) | Description of the financial instrument, type of instrument
Identification code | Ordinary Shares of 0.01p each
IM00B28CVH58 | ||||
b) | Nature of the transaction | Conversion of loan from ultimate beneficially owned company, Ventures Africa Limited | ||||
c) | Price(s) and volume(s) |
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d) | Aggregated information - Aggregated volume - Price |
145,000,0001.10p | ||||
e) | Date of the transaction | 6 July 2018 | ||||
f) | Place of the transaction | London Stock Exchange, AIM | ||||