Graphene NanoChem PLC Issuance of Loan Notes and Resumption of Trading (7050S)
December 23 2016 - 3:15AM
UK Regulatory
TIDMGRPH
RNS Number : 7050S
Graphene NanoChem PLC
23 December 2016
For Immediate Release 23 December 2016
Graphene NanoChem PLC
("Graphene NanoChem" or the "Group")
Issuance of Loan Notes with Warrants,
Resumption of Trading and
Update on Debt Rationalization
Darwin Capital Loan Note Issuance and Lifting of Trading
Suspension
Graphene NanoChem plc. (AIM:GRPH), the international provider of
nanotechnology performance enhancing solutions for global
industries, is pleased to announce the execution of a subscription
agreement for the issuance of up to GBP2.5m of Unsecured
Convertible Loan Notes ("Loan Notes") as detailed below.
Pursuant to entry into the initial tranche of the Loan Notes,
Graphene Nanochem has requested the suspension of trading in the
Company's ordinary shares on AIM to be lifted and trading is
expected to resume at 8:45 a.m. on 23 December 2016.
The proceeds from the Loan Notes will support the working
capital requirements of the Company as it continues to advance the
progress of its business turnaround plan as previously announced,
particularly in crystallizing opportunities in its water and
enhanced polymer divisions. The Company has determined that the
funding by way of Loan Notes is the most prudent method at this
time of its rebuilding period post the approval of the debt
restructuring exercise.
The Loan Notes may be issued to Darwin Capital Limited
("Darwin") in three tranches. The Loan Notes are unsecured, have a
zero coupon attached and are divided into 100 individual notes with
a par value of GBP25,000 each ("Par Value"). Initially a minimum of
30 Loan Notes have been issued and Darwin have the option to
subscribe for an additional 10 Loan Notes at any time over the next
5 business days. Subject to conditions and mutual agreement of the
Company and Darwin, a further 30 Loan Notes may be issued on 17
March 2017 and then a further 30 Loan Notes may be issued on 9 June
2017.
For each GBP25,000 loan note issued, the Company will receive
90% of the Par Value, equivalent to GBP22,500 per individual loan
note. The Company may redeem these Loan Notes at 105% of Par Value
at any point. The Loan Notes are convertible at Darwin's election
into new ordinary shares of 0.01p nominal value each in the Company
("Ordinary Shares") at the conversion price, being the lesser of
18.4375 pence per new Ordinary Share or 90% of the arithmetic
average of five daily volume weighted average share price
calculations selected by Darwin out of the twenty trading days
prior to conversion.
Darwin has also been issued with detachable warrants to
subscribe for 1,016,949 new Ordinary Shares in the Company
("Warrants") at an exercise price of 18.4375 pence per new Ordinary
Share. The Warrants can be exercised over a five-year period from
the date of this announcement. Further, Warrants equal to 25% of
the additional Loan Notes amount will be issued at the point of
issuance of the additional Loan Notes.
The Company has provided customary warranties, indemnities and
undertakings, including customary negative pledges and
anti-dilution protections, to Darwin in connection with the issue
of the Loan Notes and Warrants. The Company has also paid an
arrangement fee for the first tranche to Darwin, together with
legal expenses incurred in connection with the Loan Notes.
As an illustration, if the first tranche of the Loan Notes were
fully converted at 18.4375 pence they would result in the issue of
4,067,797 new Ordinary Shares, representing approximately 3.4% of
the Company's enlarged issued share capital, excluding the Warrants
held. Movement in the share price of Graphene Nanochem may alter
the conversion price of the Loan Notes, potentially significantly.
Further announcements will be made in due course, including upon
conversion.
It is anticipated that Graphene Nanochem will receive net
proceeds of approximately GBP622,500 pursuant to the first tranche
of the Loan Notes.
Update on debt rationalization
The Company expects the successful debt restructuring exercise
it has undertaken to now be unconditional by the end of the 1(st)
quarter 2017 post completion of the administrative process and
other conditions precedent, including non-core asset sales, as
previously announced.
The Group's CEO, Jespal Deol commented: "Having successfully
addressed the issues that led to our shares being suspended, this
return to trading is a significant step in the right direction for
us to build value for our stakeholders. We are continuing to make
good progress in advancing our business in both our water and
enhanced polymer divisions. The funds raised will allow us to
effectively focus on crystallizing the opportunities that we have
been working on and may seek to inject further capital into
accelerating our operations further."
This announcement contains inside information for the purposes
of Article 7 of the Market Abuse Regulation (EU) No 596/2014
("MAR").
For further information:
Graphene NanoChem Tel: +603 2282
3080
Jespal Deol, Chief Executive
Officer
Panmure Gordon (NOMAD and Broker)
Adam James / Tom Salvesen Tel: +44 (0)
20 7886 2500
Yellow Jersey PR Limited (Media) Tel: +44 (0)7544
275 882
Dominic Barretto / Harriet
Jackson
About Graphene NanoChem
Graphene Nanochem plc (AIM: GRPH), is an international provider
of nanotechnology performance enhancing solutions for global
industries. The Group employs nanoprocesses and nanomaterials to
design, engineer and enhance the performance of mainstream products
for a wide range of industrial applications. It has established two
major functional platforms in the energy and water sectors, and the
Group, through partnerships with established industry players, is
focused on building market opportunities in both sectors whilst
continuing its developmental work in other strategic application
areas of nanotechnology.
Headquartered in Malaysia, Graphene Nanochem was admitted to the
AIM of the London Stock Exchange on 26 March 2013, following the
reverse acquisition of Biofutures International plc, and trades
under the symbol GRPH.L. To find out more, please visit
www.graphenenanochem.com.
This information is provided by RNS
The company news service from the London Stock Exchange
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