Placement of US$2million convertible by subsidiary

RNS Number : 2963E

Cambria Africa PLC

09 May 2013

 

9 May 2013

Cambria Africa plc
("Cambria" or the "Company")

Placement of US$2 million convertible debt by subsidiary

·  Cambria has executed agreements with a subsidiary of Nisela Capital* relating to the placement of US$2 million in convertible debt into Payserv, its investee company

·  The debt carries a 15% coupon, matures in 3 years, and is convertible into 21.3% of Payserv's equity

·  Conversion rights exclude Payserv's property, which serves as security for the loan

·  Half the proceeds remain in Payserv, the other half will be paid to Cambria

·  Proceeds will predominantly be used to execute growth strategies at Payserv and Millchem

Cambria (AIM:CMB) is pleased to announce it has executed agreements with a subsidiary of Johannesburg based Nisela Capital (Nisela) relating to the placement of US$ 2 million in convertible debt into its Payserv subsidiary. 

The debt carries a coupon of 15%, has a maturity of 3 years and offers the opportunity to convert all or part of it into a maximum of 21.3% of Payserv's equity.  The transaction excludes a property held by Payserv, which serves as security for the loan. 

Half the proceeds of the financing will remain with Payserv, the other half will flow to Cambria.

Assuming full conversion by Nisela, the transaction would value Cambria's remaining stake in the Payserv business, in addition to the US$1.0 million immediately extracted by Cambria and the retained full ownership of Payserv's property, at a combined US$ 10.3 million.  The Payserv business and the property currently carry a book value of US$2.2 million.  In comparison, Cambria's market capitalization on AIM is currently US$9.0 million. This transaction provides strong third party evidence of the concrete value within Cambria's portfolio, not fully reflected by the Company's current market capitalisation.

Proceeds of the financing will be used to support the growth of Payserv and Millchem, repay short term debt liabilities at Payserv, as well as for general working capital purposes. 

Payserv Africa, wholly owned by Cambria, provides EDI switching services (Paynet), 'payslip' processing (Autopay), and payroll based microfinance loan processing (Tradanet (51% holding)).  While Payserv continues to generate the vast majority of its revenues in Zimbabwe, it has made significant strides building a presence in the Zambian market.

In its recently published interim results, Cambria disclosed Payserv generated revenues and gross profit during the first half of the present financial year of US$ 2.1 million and US$ 1.9 million, respectively.  This implied that over two years Payserv has grown revenues by over 1.5 times and gross profit by almost 2 times.

Certain regulatory approvals are required before funds can be disbursed and the Company can therefore not be certain the transaction will complete. It will inform shareholders as developments occur.

Cambria's Chief Executive, Edzo Wisman, commented: "This is an exciting transaction for a number of reasons.  Firstly, it evidences Cambria's ability to add, and subsequently realize value from its investments.  Secondly, in Nisela we have found a well-resourced and well-connected partner, sharing our values, and with in-depth knowledge of the Southern Africa payments industry.  Lastly, we are pleased to have secured an innovative financing structure that also brings additional expertise to the table."

Added Ian Perkins, Cambria's Chair: "With this transaction Cambria firmly places Payserv on an accelerated growth path, allowing it to further build its presence in Zimbabwe and Zambia, and with a clear mandate to grow both its payment systems offering as well as its geographic presence."

Comments Tatenda Mutizwa, Executive Director with Nisela: "Paynet is a Zimbabwean success story having been led by a superb management team and benefiting from the foresight, innovation and support of Cambria as its shareholder.  We look forward to supporting Paynet's management as well as Cambria in driving growth in shareholder value."

* Agreements have been executed with Cerulean (Mauritius) PCC, a special purpose vehicle created by a subsidiary of Nisela Capital

Contacts
Cambria Africa plc	www.cambriaafrica.com
Ian Perkins	[phone]
Edzo Wisman	+ 1 (0) 416 358 1910
WH Ireland Limited	www.wh-ireland.co.uk
James Joyce / Nick Field	[phone]

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NOTES TO EDITORS

About Cambria Africa plc

Cambria Africa plc, quoted on the AIM market of the London Stock Exchange, is a long term, active investment company, building a portfolio of investments primarily in Zimbabwe.

About Nisela Capital

Johannesburg based Nisela Capital is a boutique alternative asset management and advisory firm. Since 2011, Nurture Capital Principals, a subsidiary of Nisela, has managed the Nurture African Fund, a Southern African mezzanine fund focusing on Mozambique, Zambia and Zimbabwe. 

 

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