Everest Global Plc - £3.0 million received from subscription of New Convertible Loan Notes
(“ Company ”)
£3.0 million received from subscription of New Convertible Loan Notes
The directors of the Company refer to the announcement of
The Company announced that it had issued 14 unsecured CLNs to
SPC is wholly owned and controlled by Mr
The Company is issuing the CLNs to fund the Company's working capital and capital expenditure requirements for the time being and in order to work towards executing its strategy to undertake one or more further acquisitions of businesses (either shares or assets) in the beverage distribution and production sector in the
The material terms of the CLNs are:
- the aggregate principal amount of the CLNs is limited to £50m and they will be issued in integral multiples of £250,000;
- the CLNs issued pursuant to the Loan Notes Instrument are unsecured;
- the term of each tranche of CLNs is 3 years from the date of the certificate of the applicable CLNs;
- they are convertible into ordinary shares of £0.02 each in the issued share capital of the Company (“Ordinary Shares”);
- the Noteholder will not be able to convert CLNs in the first 12 months from the date of issue of such CLNs;
- the Noteholder will not be able to convert CLN if in any rolling 12-month period Everest has already issued 20% of its entire issued share capital, unless:
o a prospectus is published by the Company which includes a disclosure referring to the conversion of such CLNs and admission of the new Ordinary Shares to the Official List of theFinancial Conduct Authority and to trading on theLondon Stock Exchange’s main market for listed securities; and o the issue of such new Ordinary Shares will not result in such noteholder, together with any persons acting in concert with it, holding 30 per cent. or more of the voting rights of the Company at any time;
-
the Noteholder will not be able to convert CLNs to the extent that such noteholder, together with anyone acting in concert with them, will hold 30% or more of the voting rights in Everest, unless independent shareholders have given their approval and the
- the Noteholder may request the payment of interest on the anniversary date of the issue of the CLNs to them or request that the interest is rolled up and capitalised;
- the interest rate that will be applied to outstanding CLNs s is 6% per annum;
- the conversion price of the CLNs is a price per Ordinary Share of £0.04;
- at the end of the term of each tranche of CLNs (or such other date that the Company notifies the relevant noteholders in writing in respect of such tranche of CLNs), Everest will repay the principal amount of such tranche of CLNs not converted, plus accrued interest, by issuing new ordinary shares or cash (at the Company’s election) ; and
- the CLNs can only be transferred to a party approved by the Directors.
As at today’s date, excluding any accrued interest, £254,450 of previously issued convertible loan notes remain outstanding pursuant to convertible loan note deeds (all of which are held by
Convertible Number of Old Redemption Loan Note Date of Convertible Date/ New Conversion Issue Instrument Loan Notes Redemption Date Price outstanding 1 October 2018 £250,000 (as amended on unsecured 5 October 2020 30 September £0.05 per convertible and on 29 July £162,500 3,250,000 2023/ 31 March Ordinary Share loan notes of 2022 and 29 2025 £0.05 each September 2023) 31 March 2021 £750,000 (as amended on unsecured 29 July 2022 30 September £0.05 per convertible and 24 January £91,950 1,839,000 2023/ 31 March Ordinary Share loan notes of 2023 and 29 2025 £0.05 each September 2023) Total: £254,450 5,089,000
This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014 (which forms part of domestic
The directors of the Company accept responsibility for the content of this announcement.
For further information please contact:
Everest Global plc Andy Sui , Chief Executive Officer +44 (0) 776 775 1787Rob Scott , Non-Executive Director +27 (0)84 6006 001Cairn Financial Advisers LLP Jo Turner / Emily Staples +44 (0) 20 7213 0885 / +44 (0)20 7213 0897