VAL Loan Conversion, Open Offer and VAL Loan Terms

RNS Number : 3090Q

Cambria Africa PLC

28 November 2016

 

            Cambria Africa Plc

("Cambria" or the "Company")

Ventures Africa Limited ("VAL") Loan Conversion,

Open Offer

and

VAL Loan Terms

VAL Loan Conversion and Open Offer

The Company advises that it has reached agreement with VAL regarding the:

1)    conversion into Cambria ordinary shares of £1.25 million or approximately $1.55 million of its $2.9 million loan to Cambria ("the VAL Loan Conversion"), and

2)    terms of the remaining balance of the VAL Loan.

The VAL Loan Conversion will significantly strengthen Cambria's balance sheet and will further align the interests of its CEO, Mr Samir Shasha, with that of Cambria shareholders. The price of the VAL Loan Conversion will be 1.00p per Cambria share ("the Conversion Price"), representing a premium of 11% to the 10 day volume weighted average price of 0.90p for the 10 days up to 24 November 2016. VAL will receive 125 million ordinary shares in Cambria in return for its £1.25 million VAL Loan Conversion. After the VAL Loan Conversion, the Company's total debt obligation will fall 36% from $4.35 million to $2.8 million.   

Cambria will extend an offer of up to 125 million new ordinary shares to the remaining Cambria shareholders on terms equal to that of the VAL Loan Conversion ("Open Offer"). Cambria shareholders may subscribe for new Cambria shares in proportion to their current shareholdings. Applications for excess allocations, over and above the relevant shareholder's pro-rata entitlements, will be accepted from shareholders to the extent that other shareholders do not take up their full entitlements. For the avoidance of doubt, VAL will not take up any further shares in the Open Offer beyond the 125 million shares it will receive from the VAL Loan Conversion.

Any Open Offer proceeds will be utilised to fund growth in Cambria's core subsidiaries in Zimbabwe.

The Cambria Board believes that the Conversion Price is underpinned by the value of Cambria's underlying subsidiaries, and given that all shareholders are being treated equally, will result in less dilution for shareholders at any level of the Open Offer participation.

The Conversion Price (at a premium) will increase the Net Asset Value ('NAV')per share and will have a greater impact on NAV per share relative to a conversion at the current market price or at a discount. Even before participation by other shareholders in the Open Offer, the increase in NAV will be $1.55 million or 0.46 cents (US) per share. The greater the participation of other shareholders in the Open Offer, the greater this impact will be on NAV per share. It is noted that the Company's consolidated financial statements are presented on the historical cost basis and , in the board's view, reported NAV does not account for the fair value of its investments and proprietary technologies.

The Company will publish a detailed announcement regarding the Open Offer implementation timeline and the publication of an Open Offer circular to be sent to shareholders, in due course.

VAL Loan Terms

In its announcement of 3 May 2016, the Company referred to the VAL Loan and the finalisation of its terms in accordance with AIM Rule 13. The Company is also pleased to advise that it has reached agreement on the terms of the VAL Loan which will fall to a total $1.35 million from $2.9 million after the VAL Loan Conversion, as follows:

1.    The VAL Loan will carry interest at 8% per annum retrospectively from the inception of the VAL Loan. The  cost of this funding is more favourable than the funding costs including fees, previously charged to Cambria by external lenders;

2.    The VAL Loan is repayable after three years on 30 November 2019 with early repayment at the election of VAL, from any proceeds realised from a Liquidity Event. A Liquidity Event shall comprise:

a.    the sale, whether partly or in full, of Cambria's investments; and/or

b.    the proceeds realised from the settlement of or an award of the Company's US$ 1.8 million counterclaim against Consilium;

3.    The VAL Loan will be secured through a pledge and cession over the Company's shares in its subsidiaries.

Related Party

VAL is the controlling shareholder of Cambria. The VAL Loan and the VAL Loan Conversion are accordingly related party transactions under the AIM Rules for Companies. The independent directors, being all the directors with the exception of Mr Samir Shasha, having consulted with WH Ireland its nominated adviser, consider the terms of the VAL Loan and VAL Loan Conversion to be fair and reasonable insofar as shareholders of the Company are concerned. Since Mr Samir Shasha, the CEO of Cambria, is the ultimate beneficial owner of VAL, he was excluded from consideration of the fair and reasonableness of the VAL Loan.

Comment

Commenting on the VAL loan conversion, Mr. Shasha said, "Speaking from VAL's perspective, I believe in Cambria's value proposition and the future of Zimbabwe. VAL's conversion, particularly at a premium to the market, is doubling down on this conviction. The Open Offer provides an opportunity for shareholders to exercise their allocations through orderly access to Cambria shares at a fixed price of 1.00p. I hope our fellow shareholders will use this as an opportunity to send a vote of confidence in Cambria's new management."

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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