Last checked at 24 Nov 2022 07:00
24 November 2022
Sancus Lending Group Limited
(the "Group" or the "Company")
Pollen Street Plc Facility and Exercise of Warrants
The Board of the Company is pleased to confirm that it has now signed legal agreements arranged by Pollen Street Plc ("Pollen Street") regarding the Company's Facility Renegotiation (the "Agreed Terms"). As announced on 19 October 2022, the Group had reached in-principle agreement on an extension of its existing funding facility arranged by Pollen Street (the "Facility"), which had an existing capacity of £75m and was due to mature on 28 January 2024.
The Agreed Terms of the Facility Renegotiation will increase the capacity of the Facility up to £125 million and see the term of the Facility extended such that it will expire at least four years from the date of the Agreed Terms, being not before 23 November 2026. The Facility Renegotiation will provide significant additional funding capacity as the Company seeks to grow its lending book.
As detailed in the Circular, approval by Ordinary and ZDP Shareholders of the ZDP Continuation at the Meetings held on 7 November 2022 and finalisation of Agreed Terms with Pollen Street crystalises Somerston's irrevocable commitment to invest further capital into the Company by way of the exercise of existing warrants over 94,294,869 Ordinary Shares (the "New Shares") for an aggregate subscription price of £2,121,634.56 (the Conditional Warrant Exercise), and a subsequent subscription for New Bonds (and associated Warrants) in an aggregate principal amount of £2,425,000 (the Conditional Bond Issue). Accordingly, the Company has received an exercise notice in respect of the Conditional Warrant Exercise from Somerston Fintech (part of the Somerston Group and holder of the existing warrants).
Following the Conditional Warrant Exercise, Somerston will hold 294,644,553 Ordinary Shares (representing 50.44 per cent of the Company's voting share capital). Rule 9 of the Takeover Code provides that where any person who, together with persons acting in concert with that person, holds shares carrying more than 50 per cent. of the voting rights of a company and acquires an interest in shares which carry additional voting rights, that person will not normally be required to make a Rule 9 Offer to the other shareholders to acquire their shares. Therefore, following the Conditional Warrant Exercise, Somerston and, for as long as they continue to be treated as acting in concert, the Concert Party will be able to increase their aggregate holding in the Company without incurring an obligation under Rule 9 to make a mandatory offer to the other Shareholders.
Application will be made to the London Stock Exchange for admission of the 94,294,869 New Shares to trading on AIM, with dealings expected to commence on 30 November 2022 ("Admission"). Following Admission, the Company will have a total of 584,138,346 ordinary shares of no par value in issue. The Company is not holding any ordinary shares in treasury. This figure of 584,138,346 may be used by shareholders as the denominator for the calculations by which they determine if they are required to notify their interest, or a change to their interest, in the issued share capital of the Company.
A further update on the Conditional Bond Issue will be provided in due course.
Unless otherwise indicated, capitalised terms used in this announcement have the same meaning as given to them in the Circular.
For further information, please contact:
Sancus Lending Group Limited
Rory Mepham
+44 (0)1481 708 280
Liberum Capital (Nominated Adviser and Corporate Broker)
Lauren Kettle
Chris Clarke
William King
+44 (0) 20 3100 2000
Instinctif Partners (PR Adviser)
Tim Linacre
Victoria Hayns
+44 (0)207 457 2020
Sanne Fund Services (Guernsey) Limited (Company Secretary)
Matt Falla
Joshua Shand
+44 (0)1481 755530
LEI: 213800S2XOO3YSEGCA26