Published on 5/4/2022 • Category:
Clean Invest Africa Plc
(“CIA” or the “Company")
Clean Invest Africa plc (AQUIS: CIA) renegotiates GBP5.2m Facility Agreement and converts majority of this debt to equity at 1p per share.
Directors Holding in Company
Clean Invest Africa Plc (CIA or the Company) is pleased to announce that it has successfully renegotiated the Facility Agreement as set out in paragraph 8.13, Part VI of its Admission Document dated 14 June 2019.
As at 31st December 2018, the Company had a loan facility agreement with Contax Partners Inc. (beneficially owned by Filippo Fantechi) and Shaikh Mohamed Abdulla Khalifa AlKhalifa, (together the Lenders) (“Directors”) with an outstanding balance of US$5,758,598 and it was provided that the balance would increase by any further amounts that are advanced to CoalTech, as agreed by the parties. As at the date hereof the balance has increased to US$6,851,347.55 or approximately GBP5,234,311.65. The Company and the Lenders have agreed as follows:
o That the balance outstanding be renegotiated to a total amount of GBP5,000,000.
o That all debt currently owed to the Lenders be fully and immediately settled by the issuance of a convertible loan note (“CLN”), with a zero percent coupon for a 5-year term and repayable only in Ordinary shares of the Company at a price of 1p per share.
o The CLN is in an amount of GBP2,718,342.35 for Contax Partners Inc and GBP2,281,657.65 for Shaikh Mohamed Abdulla Khalifa AlKhalifa.
o Either of the Lenders can request an immediate conversion, subject only to them not impacting the waiver granted by the Takeover Panel, approved Shareholders at the General Meeting held on 4th July 2019 (further details of which are set out in paragraph 15 of Part I of the Admission Document). The waiver waives the obligations on the Concert Party or any member thereof to make a general offer under Rule 9 of the Takeover Code which may arise as a consequence of the transaction contemplated by the Admission Document.
o All conversion shares issued under the CLN shall be subject to a 12-month lock-in period and thereafter to an orderly market agreement for a further period of 12 months.
Contax Partners have notified the immediate conversion of all of their CLN, in an amount of GBP2,718,342.35 and accordingly the Company shall issue 271,834,235 new Ordinary Shares to Contax Partners Inc. The Contax Partners CLN terminates on the issue of these new Ordinary Shares.
Shaikh Mohamed Abdulla Khalifa AlKhalifa has notified the immediate conversion of an amount of GBP1,750,000.00 and accordingly the Company shall issue 175,000,000 new Ordinary Shares to Shaikh Mohamed Abdulla Khalifa AlKhalifa. After conversion the CLN remains at GBP531,657.65 and if converted would lead to the issuance of 53,165,765 new Ordinary Shares.
In addition, the Company has agreed to issue 10,000,000 new Ordinary shares to Mr Ramin Salsali, an adviser and shareholder in lieu of professional fees of GBP75,000, for business development activities, being an equivalent of 0.75p per share.
Application has been made for the ordinary shares to trading on the AQSE Growth Market and this is expected to occur on or around 8 April 2022.
Following the CLN conversions, the following Directors will hold:
Director Ordinary Shares % of Enlarged Share
Capital
Shaik Mohamed Abdulla Khalifa 518,827,294 29.60
AlKhalifa
Contax Partners Inc. 507,878,421 28.97
Noel Lyons 35,720,000 2.04
Paul Ryan 33,398,000 1.91
Following the issue of the 446,834,235 new ordinary shares to the Lenders and the issue of 10,000,000 new Ordinary Shares Mr Ramin Salsali, the Company will have 1,753,103,402 Ordinary Shares of 0.25 pence each in issue, which also represents the total number of voting rights in the Company. This figure should be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure and Transparency Rules.
CIA Chief Executive Officer Filippo Fantechi remarked that “these agreements announced today show the increasing confidence in our Company prospects, substantially enhance the Company balance sheet and I hope that this confidence is shared by all shareholders as we re-position the Company and look to the future opportunities.
The Directors of the Company accept responsibility for the content of this
announcement.
ENQUIRIES :
Clean Invest Africa plc
Filippo Fantechi – Chief Executive Officer: +973 3 9696273
Peterhouse Capital Limited
Guy Miller: +44 20 7469 0930
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
instrument, type of instrument: each
Identification code:
GB00BF52QX07
b) Nature of the transaction: Conversion of loan to shares.
c) Price(s) and volume(s): Issue of shares
Price(s) Volume(s)
1p 271,834,235
Issue of warrants
Price(s) Volume(s)
N/A N/A
d) Aggregated information: Single transaction as in 4 c)
Aggregated volume: above
Price:
Issue of shares
Price(s) Volume(s)
Issue of warrants
Price(s) Volume(s)
N/A N/A
e) Date of the transaction: 4 April 2022
f) Place of the transaction: AQSE Growth Market
1. Details of the person discharging managerial responsibilities/person closely associated
a) Name: Shaikh Mohamed Abdulla Khalifa
AlKhalifa
2. Reason for the notification
a) Position/status: Non-Executive Chairman
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
instrument, type of instrument: each
Identification code:
GB00BF52QX07
b) Nature of the transaction: Conversion of loan to shares
c) Price(s) and volume(s): Issue of shares
Price(s) Volume(s)
1p 175,000,000
Issue of warrants
Price(s) Volume(s)
N/A N/A
d) Aggregated information: Single transaction as in 4 c)
Aggregated volume: above
Price:
Issue of shares
Price(s) Volume(s)
Issue of warrants
Price(s) Volume(s)
N/A N/A
e) Date of the transaction: 4 April 2022
f) Place of the transaction: AQSE Growth MarketAll Announcements