30 Oct 2019 16:39
THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE EU MARKET ABUSE REGULATION (596/2014). UPON PUBLICATION OF THE ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.
30 October 2019
Execution of Convertible Loan Agreement with Gati Al-Jebouri
London, United Kingdom - Pembridge Resources plc (LSE: PERE) ("Pembridge" or the "Company"), is pleased to announce that it has entered into a convertible loan agreement ("Agreement") with Gati Al-Jebouri, Chief Executive Officer and Chairman of the Board (the "Lender").
The Agreement provides for a committed term loan in Pounds Sterling in an aggregate amount equal to £1,000,000 (''Facility A'') to be made immediately available to the Company for general working capital purposes. The Agreement further provides that the Company may request a further facility in the form of an uncommitted term loan in Pounds Sterling in an aggregate amount equal to £700,000 (''Facility B'') provided that the Lender will have full and absolute discretion over the granting of such request. The sum of the principal amount outstanding under Facility A and the principal amount outstanding of Facility B (together, the ''Convertible Loan'') is to be repaid in full, together with any accrued and unpaid interest, on the date falling two years after the date of the Convertible Loan Agreement, being 25 October 2021 (the ''Termination Date'') and carries interest at an annual rate of 8% of the Convertible Loan, to be paid in arrears on the last day of each month. The Company shall pay to the Lender an arrangement fee in the amount of 6% of the amounts drawn down under the Convertible Loan.
At any time prior to the Termination Date the Lender may elect to convert all or part of the Convertible Loan into ordinary shares of nominal value 1 pence each in the capital of the Company ("Ordinary Shares"), to be issued at 12.5 pence per share (the ''Conversion Price''), provided that such election would not place the Lender's shareholding (together with the shareholding of any persons acting in and any person acting in concert with the Lender within the meaning set out in the City Code on Takeovers and Mergers) above 29.9% of the total issued share capital of the Company. The Company may elect to repay any portion of the Convertible Loan at any point prior to the Termination Date, provided always that the Lender will have the option to have such repayment made in Ordinary Shares, to be issued at the Conversion Price.
The Convertible Loan Agreement requires that the Company give a number of customary representations during the term of the Convertible Loan. These representations relate to the Company's status as a limited liability corporation, its power and capacity to enter into the Convertible Loan Agreement, the nature of any existing security over the Company and its assets, the Company's issued share capital and the Company's compliance with applicable anti-corruption laws. The Company undertakes to comply with anti-corruption laws, to comply with any laws generally which if failure to do to so has or is reasonably likely to have a material adverse effect, to maintain its assets in good working order and to take certain actions following an election by the Lender to convert the Convertible Loan into Ordinary Shares to cause those new Ordinary Shares to be properly and validly allotted and issued. Further, the Company undertakes to transact on an arms-length basis (other than as provided by the Convertible Loan Agreement), to procure that no substantial change is made to the nature of the Company's business and undertakes not to create or permit any security to be created over its assets other than in accordance with the terms of the Convertible Loan Agreement.
Under the Convertible Loan Agreement, the Lender may cancel the Convertible Loan and declare any amounts outstanding thereunder (together with any accrued interest) to be immediately repayable following the occurrence of an event of default which is continuing. Events of default include non-payment of any sum due and payable under the Convertible Loan Agreement, breach of the Convertible Loan Agreement (other than non-payment) where such breach is not remedied within 20 business days of the Lender notifying the Company of the breach, misrepresentation by the Company, insolvency of the Company or the commencement by a material creditor of any creditor's process which is not discharged within 21 business days, change of control of the Company, expropriation in relation to any of the Company's assets or any member of its group, any revocation, withholding or material modification of any license, authorisation or consent which enables the Company to fulfil its obligations under the Convertible Loan Agreement or enables the Company or any member of its group to carry on its business in the normal course, any litigation which if successful is or is reasonably likely to have a material adverse effect on the Company and any material adverse change to the Company. The governing law of the Convertible Loan Agreement is English law.
ENDS
The person who arranged for the release of this announcement on behalf of the Company was Gati Al-Jebouri, Chief Executive Officer and Chairman of the Board.
NOTES TO EDITORS
About Pembridge Resources plc
Pembridge is a mining company that is currently suspended from listing on the standard segment of the Official List of the FCA and trading on the main market for listed securities of London Stock Exchange plc. Minto, a subsidiary of Pembridge, is a British Columbia incorporated business operating the Minto mine in Yukon, Canada.
Enquiries:
Pembridge Resources plc: +44 (0)20 7917 2968
Gati Al-Jebouri, Chief Executive Officer and Chairman of the Board
Paul Fenby, Chief Financial Officer
Thomas Horton, Vice President Corporate Development
Brandon Hill Capital - United Kingdom: +44 (0)20 3463 5016
Jonathan Evans
SI Capital - United Kingdom: +44 (0)14 8341 3500
Nick Emerson
Tavistock Communications - United Kingdom: +44 (0)20 7920 3150
Charles Vivian
Gareth Tredway