Ncondezi Energy Limited Loanholders Agreement Until November 2022 (0122E)
November 03 2020 - 2:00AM
UK Regulatory
TIDMNCCL
RNS Number : 0122E
Ncondezi Energy Limited
03 November 2020
News Release
Loanholders Agreement Until November 2022
3 November 2020: Ncondezi Energy Limited ("Ncondezi" or the
"Company") (AIM: NCCL) provides the following update on its
Shareholder Loan (the "Loan") restructuring process.
Highlights :
-- Certain Board and management who represent 39.6% of the Loan
have signed a binding Undertaking (the "Undertaking") not to call
in the Shareholder Loan before the later of 30 November 2022 or
when the Restructuring is completed ("Undertaking Period")
-- Undertaking prevents the Loan from being called as a majority
agreement representing 66.67% of Loan holders is required
-- Undertaking enables the Company to focus on delivering key
milestones at its flagship 300MW Ncondezi Project
-- Company Chairman, Michael Haworth, and Company Chief
Executive Officer, Hanno Pengilly, were signatories to the
Undertaking. The parties to the Undertaking have also agreed that
during the Undertaking Period they will not transfer their loan or
convert it into shares without the consent of the other signatories
to the Undertaking or at all if it would cause them to hold less
than 34% of the then outstanding principal.
-- The Loan matured on 30 November 2019 and has been undergoing
a restructuring negotiation with loan holders ("Lenders")
-- Ncondezi received "in principle" support from all Lenders for the Restructuring in May 2020
-- The Undertaking also reconfirms parties "in principle"
support to enter the Loan restructuring proposal as set out below
(the "Restructuring"):
o Extension on existing terms, including 12% annual interest
rate and ability for Lenders to swap debt for equity in part or in
full at a conversion price of 10.0p per share
o Minimum 12 month extension from the future Restructuring
approval date
o A right for Ncondezi to pay off the original principal amount
of the Loan along with conversion of all interest into Ncondezi
shares on AIM at a 25% to 30% premium to the 30 day volume weighted
average price ("VWAP")
-- The Restructuring is subject to all Lenders agreeing to the
documentation and the necessary AIM Rules related party transaction
fair and reasonable opinion being considered and approved by the
Company's Independent Directors
-- A further announcement will be made once definitive
documentation to effect the Restructuring has been entered
into.
Ncondezi Chief Executive Officer, Hanno Pengilly said: "Today's
announcement gives clarity that the Shareholder Loan will not be
called for the next 2 years. We are still working to complete the
Restructuring but in the meantime this agreement between loan
holders removes the uncertainty for shareholders that the loan
could be called in. It again demonstrates the support for the
Company from key stakeholders and allows the Company to focus its
resources on the Ncondezi Power Project whilst also giving it more
flexible fundraising options in the short term."
Related Party Transaction
The proposed Restructuring would likely constitute a related
party transaction for the purposes of AIM Rule 13 for Companies.
Accordingly, should the Restructuring be agreed by all Lenders and
before signing, the Company's Independent Directors would need to
consider that the terms of the Restructuring are fair and
reasonable insofar as the Company's shareholders are concerned.
There can be no certainty that the transactions contemplated by
this announcement will occur.
Enquiries
For further information please visit www.ncondezienergy.com or
contact:
Ncondezi Energy Hanno Pengilly +27 (0) 71 362 3566
Liberum Capital Limited Scott Mathieson, Edward Thomas, +44 (0) 20 3100
NOMAD & Joint Broker Kane Collings 2000
Novum Securities
Limited +44 (0) 20 7399
Joint Broker Colin Rowbury 9427
Pimlico Advisory
Ltd +44 (0) 777 56 55
Investor Relations Elizabeth Johnson 927
Note:
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulation ("MAR"). Upon the publication of this
announcement via Regulatory Information Service ("RIS"), this
inside information is now considered to be in the public domain. If
you have any queries on this, then please contact Hanno Pengilly,
Chief Executive Officer of the Company (responsible for arranging
release of this announcement) on +27 (0) 71 362 3566.
About Ncondezi Energy
Ncondezi is an African power development company with an
advanced staged, integrated 300MW thermal coal power plant and mine
project located in the Tete Province, Northern Mozambique.
The Company is focused on providing reliable, affordable and
accessible baseload energy to Mozambique and secure against the
effects of water drought and intermittency of new renewables. This
project supports Mozambique's energy strategy of universal
electricity access by 2030. According to the World Bank, only 30%
of the Mozambican population had access to energy in 2017. The
Ncondezi Project would provide 300MW of reliable and available
power helping to close the infrastructure gap of the region and
serving as a catalyst for economic development.
The power plant will be designed to be equipped with
state-of-the-art emissions controls technologies that will reduce
local air pollutants, minimizing the plant's impact on the
environment and ensuring its compliance with the most stringent
emission standards
In 2019, the Company entered into the Commercial and Industrial
("C&I") renewable and battery storage sector and in October
2019 announced its first investment in an off grid solar battery
project. The Company has also secured the right to fund a US$5.5m
C&I project development pipeline in Mozambique through a
Relationship Agreement with a C&I developer. The move into the
C&I solar and battery storage sector offers a significant
opportunity for the Company to complement the existing large-scale
baseload power project and access near-term low-risk annuity income
streams which have significant growth potential.
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