Loan Note Instrument

RNS Number : 5278U

Tanfield Group PLC

30 July 2020

 

The information contained within this announcement is deemed by the Company to constitute inside information under the Market Abuse Regulation (EU) No. 596/2014. Upon the publication of this announcement via a Regulatory Information Service ("RIS"), this inside information is now considered to be in the public domain

Tanfield Group Plc

("Tanfield" or the "Company")

Loan Note Instrument

Background

· Tanfield is a 49% shareholder in the equity of Snorkel International Holdings LLC ("Snorkel") following the joint venture between the Company and Xtreme Manufacturing LLC ("Xtreme") (the "Contemplated Transaction"), a company owned by Don Ahern of Ahern Rentals Inc, relating to Snorkel, in October 2013.

· The Snorkel investment is valued at £19.1m.  The outcome of the US and UK Proceedings referenced below could have an impact on this valuation.

· On 22 October 2019, the Company announced that it had received a Summons and Complaint, filed in Nevada (the "US Proceedings") by subsidiaries of Xtreme, relating to the Contemplated Transaction.

· On 24 October 2019, the Company announced it had become necessary to issue and serve a claim in the English High Court against Ward Hadaway (the "UK Proceedings"), the solicitor acting for the Company at the time of the Contemplated Transaction, in order to fully protect the Company's rights pending the outcome of the US Proceedings. 

· On 30 March 2020, the Company announced that it had put in place a loan note instrument of up to £700,000, with £500,000 being subscribed to.

· On 19 May 2020, the Company announced that the Board was reassessing the longer-term funding requirements.

The Board of Tanfield (the "Board") is pleased to announce that the Company has put in place a second loan note instrument (the "Loan") of up to £1,000,000.  The Loan will be used for the purpose of providing the necessary funding for the ongoing US and UK Proceedings and other day to day costs. 

The Loan is unsecured, carries annual interest of 10% which is to accrue and is repayable on the earlier of (i) 28 February 2025 or (ii) receipt of sufficient funds relating to either the US Proceedings or the UK Proceedings.

A number of existing shareholders have subscribed to the Loan and have collectively committed to provide an initial sum of £500,000.  The Loan constitutes a related party transaction under Rule 13 of the AIM Rules as a result of OTK Holding A/S and Zoar Invest Aps, which each hold approximately 14% of the issued shares of the Company, subscribing £300,000 and £100,000 respectively to the Loan.  The Directors of the Company, having consulted with WH Ireland Limited, the Company's nominated adviser, consider the terms of the transaction to be fair and reasonable.

Following discussions with the existing shareholders, the Board are of the opinion that further subscriptions to the Loan will take place as necessary to ensure the Company can continue to protect its investment in Snorkel. 

As outlined in the update on 10 July 2020, both the US and UK Proceedings are continuing to progress, with the Board continuing to seek advice, and further updates will be provided to shareholders as and when appropriate.

For further information:

Tanfield Group Plc     020 7220 1666

Daryn Robinson   

WH Ireland Limited - Nominated Advisor / Broker

James Joyce / Lydia Zychowska     020 7220 1666

 

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