Result of Open Offer and Issue of Shares to VAL

RNS Number : 1308X

Cambria Africa PLC

17 February 2017

 

            Cambria Africa Plc

("Cambria" or the "Company")

Result of Open Offer and Issue of Ordinary Shares to Ventures Africa Limited ("VAL") in terms of the VAL Loan Conversion

Further to the Company's announcements of 28 November 2016, 14 December 2016 and 31 January 2017, Cambria is pleased to announce the result of its Open Offer and the conversion of VAL's loan into Cambria Ordinary Shares.

Result of Open Offer

Cambria announced on 28 November 2016 an Open Offer to Qualifying Shareholders raising up to £1.25 million (before expenses) by way of the issue of 125,000,000 Offer Shares at 1.00 pence per share to Qualifying Shareholders.

The Open Offer closed for applications at 11.00 a.m. on 15 February 2017 and the Company announces that valid applications under the Open Offer were received from Qualifying Shareholders for 15,918,606 New Ordinary Shares raising £159,186.06.

Applications under Open Offer Entitlements totalled 11,575,434 while 4,343,172 applications were received under the Excess Application Facility, with an aggregate participation ratio of 12.73%. The Company is especially encouraged by support from its individual investors. All applications were from shareholders holding less than 3% of the Company's shares. Cambria is committed to improving liquidity in its shares by expanding its base of individual investors and creating value for all stakeholders.

This announcement should be read in conjunction with the full text of the Circular posted to Shareholders on 14 December 2016, a copy of which is available on the Company's website at (http://www.cambriaafrica.com/investors/shareholder-documents).

Capitalised terms in this announcement have the same meaning as given in the Circular.

Issue of Ordinary Shares in terms of the VAL Loan Conversion

Cambria also confirms that it has applied to AIM for the admission of 125,000,000 Ordinary Shares of 0.01p each in the Company in respect of the conversion into Cambria Ordinary Shares of £1.25 million, or approximately $1.55 million, of VAL's loans to Cambria.

It is anticipated that trading in the shares issued under the Open Offer and in respect of the VAL Loan Conversion will commence on 22 February 2017 ("Admission"). Following Admission, the Company will have 352,573,768 total shares in issue. Cambria has no shares in Treasury, therefore this figure may be used by shareholders, from Admission, 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.

Following Admission, as a result of converting its loan to the company of $1.55 million into equity, VAL will own 232,000,000 Ordinary Shares in the Company, representing 65.8% of the issued share capital of the Company.  As the ultimate beneficial owner of VAL, Samir Shasha, CEO of the company, has further aligned his interest in Cambria by increasing his beneficial ownership from 50.55% to 65.8%.

This announcement includes inside information as defined in Article 7 of the Market Abuse Regulation No. 596/2014 and is disclosed in accordance with the Company's obligations under Article 17 of those Regulations.

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]

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	Samir Shasha
2	Reason for the notification
a)	Position/status	Chief Executive Officer, Cambria Africa Plc
b)	Initial notification/ Amendment	Initial Notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Cambria Africa Plc
b)	LEI	N/A
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 instrument, type of instrument Identification code	Ordinary Shares of 0.01p each IM00B28CVH58
b)	Nature of the transaction	Conversion of loan from ultimate beneficially owned company, Ventures Africa Limited
c)	Price(s) and volume(s)	Price(s) Volume(s) 1p 125,000,000
d)	Aggregated information -     Aggregated volume -     Price	125,000,000 1p
e)	Date of the transaction	15 February 2017
f)	Place of the transaction	London Stock Exchange, AIM

 

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