Posting of Open Offer Circular

RNS Number : 8335R

Cambria Africa PLC

14 December 2016

 

             Cambria Africa Plc

("Cambria" or the "Company")

Posting of Open Offer Circular - Offer to raise up to £1.25 million

Cambria is pleased to announce that, further to its announcement of 28 November 2016, it is today posting a circular (the "Circular") to Qualifying Shareholders regarding an Open Offer of up to £1.25 million. 

The Circular is also available on the Company's website at www.cambriaafrica.com.  All capitalised terms in this announcement have the same meanings as those given to them in the Circular, unless the context otherwise requires.

The Open Offer will be open for acceptance from today, 14 December 2016 to its closing date on Wednesday, 1 February 2017.

The Open Offer is being made to Qualifying Shareholders, other than VAL, on the register as at the Record Date of close of business on 12 December 2016, for up to 125 million Offer Shares at 1.00 pence per Open Offer Share (being the same price and the same number of shares as the VAL Loan Conversion, announced 28 November 2016) on the basis of:

1.194 Open Offer Shares for every Existing Ordinary Share held by Qualifying Shareholders.

Qualifying Shareholders are also being given the opportunity to apply for additional Open Offer Shares through an Excess Application Facility, provided that they take up their Open Offer Entitlements in full.

As announced on 28 November 2016, the Issue Price of 1.00 pence represents a premium of 11% to the 10 day volume weighted average price of 0.90p as at 24 November 2016. The Board believes that the Issue Price is underpinned by the value of Cambria's underlying subsidiaries and will result in less dilution for Shareholders at any level of the Open Offer participation, given that all Shareholders are being treated equally.

Full details of the Open Offer, including terms and conditions and details on how to accept the Open Offer, are set out in the Circular posted to Qualifying Shareholders today and available on the Company's website, http://www.cambriaafrica.com.

The VAL Loan Conversion will reduce the Company's total debt obligation by 36% from $4.35 million to $2.8 million and significantly strengthen its balance sheet.  To the extent the Open Offer is accepted, the Company will receive additional funds for growth in its core subsidiaries in Zimbabwe.

Further details of the VAL Loan Conversion and terms of the remaining balance of the VAL Loan ($1.35 million) are available in the Company's announcement of 28 November 2016 and in the Circular.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Record Date for entitlement under the Open Offer	12 December 2016
Announcement of the Open Offer, publication of the Circular and the Application Form	14 December 2016
Ex-entitlement Date of the Open Offer	8am on 15 December 2016
Open Offer Entitlements and Excess CREST Open Offer Entitlements credited to stock accounts of Qualifying CREST Shareholders	asap after 8am on 16 December 2016
Recommended latest time and date for requesting withdrawal of Open Offer Entitlements from CREST	4:30pm on 26 January 2017
Latest time and date for depositing Open Offer Entitlements into CREST	3.00pm on 27 January 2017
Latest time and date for splitting Application Forms (to satisfy bona fide market claims only)	3pm on 30 January  2017
Latest time and date for acceptance of the Open Offer and receipt of completed Non-CREST Application Forms and payment in full under the Open Offer or settlement of relevant CREST instruction (if appropriate)	11am on 1 February 2017
Announcement of result of Open Offer	2 February 2017
Admission and commencement of dealings in the Shares on AIM	8 February 2017
New Ordinary Shares credited to CREST members' accounts	8 February 2017
New Ordinary Shares in certificated form	15 February 2017

If any of the details contained in the timetable above should change, the revised times and dates will be notified by means of a further announcement.

All references are to London time.

This announcement contains inside information for the purposes of Article 7 of Regulation 596/2014.

Contacts
Cambria Africa Plc:	www.cambriaafrica.com
Samir Shasha	[phone]
Email:	[e-mail]
WH Ireland Limited:	www.wh-ireland.co.uk
James Joyce / Nick Prowting	[phone]

 

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