Last checked at 27 Feb 2019 07:01
The information contained within this announcement (the "Announcement") is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014. Upon the publication of this Announcement via Regulatory Information Service ("RIS"), this inside information is now considered to be in the public domain.
27th February 2019
WESTMOUNT ENERGY LIMITED
("Westmount" or the "Company")
Proposed Partial Early Repayment of Convertible Loan Notes and
Proposed Subscription for New Ordinary Shares at 9 pence per share
The Board of Westmount is pleased to announce the proposed early repayment of £940,000 principal of the £1,000,000 principal of 10% p.a. convertible unsecured loan notes 2021 ("Convertible Loan Notes") issued to Hargreave Hale Limited ("Hargreave Hale") on 24th October 2018 ("CLN Repayment") and the proposed subscription by Hargreave Hale for 10,444,444 new ordinary shares of no par value in the Company ("New Ordinary Shares") for a price of 9 pence per share in cash ("Subscription Price") (the "Subscription"). Hargreave Hale will retain £60,000 principal of Convertible Loan Notes and in aggregate £660,000 of Convertible Loan Notes will remain in issue after this transaction.
The CLN Repayment and Subscription are expected to complete on or around 18th March 2019 and are conditional, inter alia, upon completion of the acquisition of 1,103,770 common shares in JHI Associates Inc. by the Company ("JHI Investment") as announced earlier today. The CLN Repayment shall be offset against the proceeds of the Subscription.
Hargreave Hale has agreed to waive the payment of all accrued interest on the Convertible Loan Notes the subject of the CLN Repayment, and the holders of the remaining £600,000 principal of Convertible Loan Notes issued by the Company on 24th October 2018 have waived their rights to early repayment.
Details of the Subscription
Subject to completion of the JHI Investment, the New Ordinary Shares will represent 16.1% of the enlarged issued ordinary share capital of the Company, and the Subscription Price represents a discount of approximately 7.7% to the closing mid-market price of 9.75 pence per ordinary share on 26th February 2019, being the last dealing day prior to this announcement.
The New Ordinary Shares are being allotted on a non-pre-emptive basis, and the Subscription is therefore neither a rights issue nor an open offer. Such action has been taken to avoid potential costs for the Company and the requirement for use of management resources, in the short to mid-term, that the Directors believe would be a hindrance to implementing Westmount's strategy.
Related Party Transaction
Hargreave Hale currently holds approximately 15.2% of the Company's existing issued ordinary share capital, and is therefore deemed to be a related party pursuant to Rule 13 of the AIM Rules for Companies. The CLN Repayment and Subscription therefore constitute related party transactions.
The independent directors of the Company (namely Thomas O'Gorman, Dermot Corcoran and David King) consider, having consulted with Cenkos Securities plc, the Company's nominated adviser, that the terms of the CLN Repayment and Subscription are fair and reasonable insofar as the Company's shareholders are concerned.
Following completion of the above transactions, Hargreave Hale will hold an interest in 18,487,927 ordinary shares in Westmount, representing approximately 28.5% of the enlarged share capital of the Company.
Total Voting Rights
An application will be made for admission of the New Ordinary Shares to trading on AIM, which is expected to occur on or around 21st March 2019. Following admission, the Company's issued share capital will comprise 64,766,745 ordinary shares, which may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in the Company under the FCA's Disclosure Guidance and Transparency Rules.
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For further information, please contact:
Westmount Energy Limited www.westmountenergy.com
David King, Director Tel: +44 (0) 1534 823133
Jane Vlahopoulou
Cenkos Securities plc (Nomad and Broker) Tel: +44 (0) 20 7397 8900
Nicholas Wells / Harry Hargreaves (Corporate Finance)