Notice of CULS Holder Meeting & Update

APQ Global Limited

06 September 2024

 

6 September 2024

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA, ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA OR ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.

This announcement contains inside information for the purposes of Article 7 of Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 as amended ("MAR"), and is disclosed in accordance with the Company's obligations under Article 17 of MAR.

APQ Global Limited

("APQ Global" or the "Company")

Notice of a Meeting of the CULS Holders

Trading Update

Update on publication of Annual Report & Accounts

APQ Global Limited, a company incorporated in Guernsey, is today publishing a circular (the "Circular") to the holders of the Company's 3.5 per cent. convertible loan stock 2024 (the "CULS") convening a meeting of the holders of CULS ("CULS Holders"). The meeting is to consider proposals for the extension of the settlement date for the CULS, which are due for repayment on 30 September 2024.

The proposals to CULS Holders are set out in the Circular which is available to view on the Company's website at www.apqglobal.com. Capitalised terms in this announcement, unless otherwise defined, have the same meanings given to them in the Circular.

The Company is seeking the approval of CULS Holders for amendments to the Trust Deed constituting the CULS, by way of a Resolution to be proposed at a Meeting of CULS Holders convened for 11.00 a.m. on 30 September 2024. The Company is seeking to amend the terms of payment of the CULS and is offering additional economic benefits to the CULS Holders.

Background to and reasons for the proposals

The CULS were issued in 2017 and 2018. The Maturity Date of the CULS in accordance with the Trust Deed is 30 September 2024, on which the Company has covenanted to repay the outstanding CULS at par value, plus accrued interest. The Company is in the process of raising cash for the purpose of repayment of the CULS as described below, but considers that the costs of raising sufficient cash to satisfy the full redemption payment on the Maturity Date would be disadvantageous to the Company and its future prospects.

The Company is seeking a deferral of its payment obligations to satisfy the full redemption amount of the outstanding CULS on the Maturity Date. The Board is confident that the Company has sufficient resources to satisfy the full redemption amount within six months after the Maturity Date.

The Company is in the process of generating cash from its business operations within the group, in particular the Delphos business (see further below). In addition, the Company has been engaged in negotiations for the refinancing of the group's debt. These negotiations remain ongoing and there can be no guarantee as to when they will be concluded. At present, the cash resources of the Company are not sufficient to pay the outstanding CULS at par in full on the Maturity Date. Whilst the Company could raise such cash through liquidating certain assets, the Board considers that the relative costs of doing so and the time required would be disadvantageous to the longer-term interests of the Company and its stakeholders.

The Company is therefore seeking what is effectively a six-month standstill from CULS Holders to commence on the Maturity Date, such that payment of the outstanding CULS would be made as soon as possible thereafter and by no later than 31 March 2025 (the "Settlement Date"). The Board is confident that full repayment of the outstanding CULS will be made prior to 31 March 2025, and the Company will make such payment as soon as reasonably practicable, likely between three and six months following the Maturity Date.

In consideration of CULS Holders approving the proposed deferral of the full payment of CULS redemption proceeds, the Company is offering to CULS Holders two economic benefits:  

·      On redemption of the CULS, the Company will pay to each CULS Holder a redemption premium on the outstanding principal amount due for repayment of the CULS. The redemption premium is 1.0 (one) per cent. of the principal value of the relevant CULS for each month by which settlement is extended beyond the Maturity Date (pro-rated in respect of partial months).

·      The interest rate applying to the outstanding CULS will be increased from 3.5 per cent. to 6.0 (six) per cent. for the period from the Maturity Date to the Settlement Date.

The amendments to the Trust Deed are set out in full in the text of the Resolution set out in the Notice of Meeting at the end of the Circular.

The Board believes that the proposals set out in the Circular are in the interests of CULS Holders as they should ensure that the full amount due and owing to the CULS Holders at the Maturity Date will still be paid in full, with an uplift in the final amount due. The Board firmly believes that the payment can be made in full by 31 March 2025 and is seeking CULS Holders' support while it is in the process of refinancing negotiations, so as not to endanger the prospects of the Company by liquidating promising assets.

Trading Update

The main support for the CULS repayment comes from Delphos, the financial advisory business for emerging markets private credit that is wholly owned by the Company. The business is growing very rapidly and is, in the Board's opinion, on the verge of generating significant cashflows, in addition to its current cash and short-term third-party receivables position of around USD10,000,000 in various APQ group entities.

Delphos is currently executing around 40 transactions in around 20 countries. The average transaction size is around USD200,000,000 and the portfolio is diversified across geographies (Africa, Central Asia, Middle East, Latin America and South-East Asia) and sectors (infrastructure, renewables, financial services and funds).

In terms of expected cashflows, the table below summarises management estimates, all in USD:

September 2024:                                 500,000

October 2024:                                     4,330,000

November 2024:                                  8,100,000

December 2024:                                  1,450,000

January 2025:                                     7,085,000

February 2025:                                    8,312,500

March 2025:                                        9,865,500

April 2025 - September 2026:               73,840,000

It is important to note that, while management believes these figures are achievable, there is considerable uncertainty on the month-to-month realisation of these cashflows.

The Company has also started discussions with a view to a partial or full refinancing of the CULS. Initial discussions have been productive and, while there is no guarantee that a successful refinancing will be achieved, management believes that the initial momentum is encouraging to achieve a full or partial refinancing in the months ahead.

Update on publication of Annual Report & Accounts

As previously announced, the Company continues to work diligently to support the completion of its audit and expects to publish its FY23 Accounts as soon as practicable. Trading in the Company's ordinary shares remain suspended. The audit process is ongoing and is contingent on the outcome of the Meeting of CULS Holders convened for 30 September 2024.  A further announcement is expected to be made shortly thereafter.

The Circular is available to view on the Company's website at www.apqglobal.com.

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For further enquiries, please contact:

APQ Global Limited Bart Turtelboom, Chief Executive Officer	020 3478 9708
Wayne Bulpitt, Non-Executive Chairman
Singer Capital Markets - Nominated Adviser and Broker James Maxwell	020 7496 3000
Suntera - TISE sponsor Claire Torode	01481 737 277
Investor Relations

                [e-mail]

Notes to Editors

APQ Global Limited

APQ Global (ticker: APQ LN) is an investment company incorporated in Guernsey. The Company focuses its investment activities globally (in Asia, Latin America, Eastern Europe, the Middle East, Africa and the Channel Islands, particularly). The objective of the Company is to steadily grow its earnings to seek to deliver attractive returns and capital growth through a combination of building growing businesses as well as earning revenue from income generating operating activities in capital markets¹. APQ Global run a well-diversified and liquid portfolio, take strategic stakes in selected businesses and plan to take operational control of companies through the acquisition of minority and majority stakes in companies with a focus on emerging markets. For more information, please visit apqglobal.com.

¹ Where we refer to revenue from income generating operating activities this relates to the revenue of our investee companies.

 

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