Grafenia plc Bond Issue (8701A)
September 27 2022 - 7:56AM
UK Regulatory
TIDMGRA
RNS Number : 8701A
Grafenia plc
27 September 2022
Prior to publication, the information contained within this
announcement was deemed by the Company to constitute inside
information as stipulated under the UK Market Abuse Regulation.
With the publication of this announcement, this information is now
considered to be in the public domain.
27 September 2022
Grafenia plc
("Grafenia", the "Company" or the "Group")
Bond Issue
Grafenia plc (AIM: GRA) is pleased to announce that the Company
has issued further bonds (the "Bonds") via the perpetual bond
facility put in place in July 2020. The Company has issued GBP5.0
million of the Bonds, at nominal value, to investors, raising
approximately GBP4.25 million before expenses. The key terms of the
Bonds that have been issued are:
-- amount issued - GBP5.0 million;
-- issued at 85% of their nominal value;
-- no interest until July 2023;
-- thereafter, interest of 6% per annum payable annually in arrears;
-- trade date of 27 September 2022 and settlement date of 29 September 2022;
-- redeemable by the Company on 19 July 2023 or any anniversary thereafter;
-- admitted to trading in the Open Market on the Frankfurt Stock
Exchange with ISIN DE000A28ZF69 and stock exchange abbreviation
PF5A;
-- non-convertible;
-- unsecured - to rank pari passu with any past and future bonds.
The Bond was arranged by the Company's Settlement and Paying
Agent Quirin Privatbank AG ("Quirin").
The net proceeds of the Bonds issued will be used to support the
Company's acquisition strategy.
Related party transaction
Investmentaktiengesellschaft für langfristige Investoren TGV
("InvAG") is a Mutual Fund organised as an umbrella investment
company with sub-funds and has subscribed for Bonds to the value of
GBP800,000 at nominal value (a "Related Party Transaction"). InvAG
is a related party of the Company for the purposes of the AIM Rules
as it holds more than 10 per cent. of the ordinary shares of the
Company, being 29.20 per cent.
JMX Capital GmbH, which is wholly owned by Jan-Hendrik Mohr the
Company's Chairman, provides investment advice to Fiducia Treuhand
AG, which in turn advises InvAG. As such, Mr Mohr is not considered
independent for the purposes of the opinion required under the AIM
Rules for the Related Party Transactions.
The Directors, excluding Jan Mohr, having consulted with the
Company's Nominated Adviser, Allenby Capital, consider that the
terms of the Related Party Transaction with InvAG are fair and
reasonable insofar as the Shareholders are concerned.
Gavin Cockerill , Acting CEO of Grafenia commented "The funds
being raised via the bond placing are for the acquisition of
Vertical Plus Limited and other potential acquisitions we currently
have in the pipeline, with a combined Turnover of cGBP4.0m,
adjusted EBIT of cGBP1.3m and valuations typically between 4 and 5
times adjusted EBIT. It's an important first step in our
acquisition strategy, now focussed on software businesses."
Market Abuse Regulation (MAR)
MAR came into effect from 3 July 2016. Market soundings, as
defined in MAR, were taken in respect of the Bonds with the result
that certain persons became aware of inside information, as
permitted by MAR. That inside information was disclosed as soon as
possible in accordance with paragraph 7 of article 17 of MAR and
was set out in the Company's announcement on 22 September 2022.
Therefore, those persons that received inside information in a
market sounding are no longer in possession of inside information
relating to the Company and its securities.
For further information:
Grafenia plc
Gavin Cockerill (Acting CEO) 07968 510 662
Allenby Capital Limited (Nominated Adviser and broker) 0203 328 5656
David Hart / Piers Shimwell
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END
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