Published on 20/7/2020 • Category:
Certain information contained in this announcement would have been deemed inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 until the release of this announcement.
Clean Invest Africa Plc
(“CIA”, the “Company” or the “Group”)
Placing to raise £150,000; Directors' Loan Conversion and Fee Shares; Total Voting Rights
Clean Invest Africa Plc, the AQUIS quoted investment company is pleased to announce the successful completion of a placing (the "Placing"), to raise £150,000 to support the continuing growth of its wholly owned subsidiary CoalTech Limited (“CoalTech”) and Coal Agglomeration South Africa (Pty) Ltd (“CASA”) and to settle creditors and provide limited working capital to the Group.
Placing
A total of 15,000,000 ordinary shares of 0.25p nominal value each ("Placing Shares") have been placed with investors at 1p per share, a premium of approximately 33% to the closing mid?market price on 16th July 2020. Each Placing Share will be issued with two warrants per share exercisable at 2.75p and 5p per share respectively valid for a period of five (5) years from the date of admission of the Placing Shares to the AQSE Growth Market. Further, should the placees validly exercise the 2.75p warrant in full, these will be replaced by a further 5p warrant, on a one warrant per one Placing Share basis, valid for three years from its grant. Application has been for the Placing Shares to trading on the AQSE Growth Market and this is expected to occur on or around 24 July 2020.
Directors' Issued Ordinary Shares in Lieu of Fees
Filippo Fantechi, Noel Lyons and Paul Ryan each a Director of the Company, have agreed to convert all, or substantially all, outstanding directors fees amounting to approximately 114,500, into a total of 11,450,000 Ordinary Shares of 0.25p each (the "Fee Shares") by the issuance of equity on terms that are the same as the Placing. Mr Fantechi has converted 33,000 of fees into 3,300,000 Ordinary Shares, Mr Lyons has converted 21,000 of fees into 2,100,000 Ordinary Shares and Mr Ryan has converted 60,500 of fees into 6,050,000 Ordinary Shares.
Convertible Loan Note
The convertible loan notes issued on 25th July 2019 by the Company to Mr Lyons and Mr Ryan have also been settled (the “CLN Settlement”). The balance amounted to £130,000 plus £10,400 accrued interest and these notes have been redeemed by the issuance of Ordinary Shares on the same terms as the Placing and Fee Shares with Mr Lyons and Mr Ryan being issued with 7,020,000 Ordinary shares and warrants, each, on the same terms as the Placing.
Following the issue of the Fee Shares and the CLN Settlement shares, the following directors will have the following interests in the enlarged issued share capital of the Company:
- Mr Fantechi (through Contax Partners Inc.): 219,244,186 Shares, resenting approximately 18.56% of the enlarged issued share capital
- Mr Lyons will have a beneficial interest in 18,920,000 Shares representing approximately 1.60% of the enlarged issued share capital of the Company; and
- Mr Ryan will have a beneficial interest in 13,070,000 Shares representing approximately 1.11% of the enlarged issued share capital of the Company.
Total Voting Rights
Following the issue of Shares as described above totaling 41,990,000 ordinary shares, the issued share capital of the Company will consist of 1,181,255,301 ordinary shares. No shares were held in treasury at the date of this announcement. The total current voting rights in the Company are therefore 1,181,255,301 .
The above figure of 1,181,255,301 may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FCA's Disclosure and Transparency Rules.
Filippo Fantechi, CEO of Clean Invest Africa plc, commented "The funds raised will be utilised to promote the continuing growth of the Group. The significant participation of the Board in the fundraise confirms our confidence in the future.
Our objective remains to minimise dilution and maximise growth in shareholder value by controlling costs and focusing investment on growing CoalTech and CASA business development whilst we continue to seek further opportunities to enhance CoalTech and CASA and thereby increasing shareholder value."
The directors of the Company accept responsibility for the contents of this announcement.
ENQUIRIES :
Clean Invest Africa plc
Filippo Fantechi – Chief Executive Officer +973 3 9696273
Peterhouse Capital Limited +44 20 7469 0930
Guy Miller
NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM
1. Details of the person discharging managerial responsibilities/person closely
associated
a) Name: Filippo Fantechi
2. Reason for the notification
a) Position/status: Executive Director
b) Initial notification/Amendment: Initial notification
3. Details of the issuer, emission allowance market participant, auction platform,
auctioneer or auction monitor
a) Name: Clean Invest Africa plc
b) LEI: 213800WAVVOPS85N2205
4. Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each place
where transactions have been conducted
a) Description of the financial Ordinary shares of 0.25 pence each
instrument, type of instrument:
Identification code:
GB00BF52QX07
b) Nature of the transaction: Participation in the Placing
c) Price(s) and volume(s): Issue of shares
Price(s) Volume(s)
1p 3,300,000
Issue of warrants
Price(s) Volume(s)
2.75p 3,300,000
5p 3,300,000
5p 3,300,000
d) Aggregated information: Single transaction as in 4 c) above
Aggregated volume:
Price: Issue of shares
Price(s) Volume(s)
1p 3,300,000
Issue of warrants
Price(s) Volume(s)
2.75p 3,300,000
5p 3,300,000
5p 3,300,000
e) Date of the transaction: 20th July 2020
f) Place of the transaction: Outside a trading venue
1. Details of the person discharging managerial responsibilities/person closely
associated
a) Name: Noel Lyons
2. Reason for the notification
a) Position/status: Executive Director
b) Initial notification/Amendment: Initial notification
3. Details of the issuer, emission allowance market participant, auction platform,
auctioneer or auction monitor
a) Name: Clean Invest Africa plc
b) LEI: 213800WAVVOPS85N2205
4. Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each place
where transactions have been conducted
a) Description of the financial Ordinary shares of 0.25 pence each
instrument, type of instrument:
Identification code:
GB00BF52QX07
b) Nature of the transaction: Participation in the Placing
c) Price(s) and volume(s): Issue of shares
Price(s) Volume(s)
1p 9,120,000
Issue of warrants
Price(s) Volume(s)
2.75p 9,120,000
5p 9,120,000
5p 9,120,000
d) Aggregated information: Single transaction as in 4 c) above
Aggregated volume:
Price: Issue of shares
Price(s) Volume(s)
1p 9,120,000
Issue of warrants
Price(s) Volume(s)
2.75p 9,120,000
5p 9,120,000
5p 9,120,000
e) Date of the transaction: 20th July 2020
f) Place of the transaction: Outside a trading venue
1. Details of the person discharging managerial responsibilities/person closely
associated
a) Name: Paul Ryan2. Reason for the notification
a) Position/status: Executive Director
b) Initial notification/Amendment: Initial notification
3. Details of the issuer, emission allowance market participant, auction platform,
auctioneer or auction monitor
a) Name: Clean Invest Africa plc
b) LEI: 213800WAVVOPS85N2205
4. Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each place
where transactions have been conducted
a) Description of the financial Ordinary shares of 0.25 pence each
instrument, type of instrument:
Identification code:
GB00BF52QX07
b) Nature of the transaction: Participation in the Placing
c) Price(s) and volume(s): Issue of shares
Price(s) Volume(s)
1p 13,070,000
Issue of warrants
Price(s) Volume(s)
2.75p 13,070,000
5p 13,070,000
5p 13,070,000
d) Aggregated information: Single transaction as in 4 c) above
Aggregated volume:
Price: Issue of shares
Price(s) Volume(s)
1p 13,070,000
Issue of warrants
Price(s) Volume(s)
2.75p 13,070,000
5p 13,070,000
5p 13,070,000
e) Date of the transaction: 20th July 2020
f) Place of the transaction: Outside a trading venue
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