AIQ Limited Issue of Convertible Loan Notes to raise GBP500,000 (5597Z)
January 25 2022 - 4:13AM
UK Regulatory
TIDMAIQ
RNS Number : 5597Z
AIQ Limited
25 January 2022
25 January 2022
AIQ Limited
("AIQ" or the "Company")
Issue of Convertible Loan Notes to raise GBP500,000
The Board of AIQ Limited (LSE: AIQ) announces that it has raised
GBP500,000 through the issue of unsecured convertible loan notes
(the "Loan Notes") to three existing shareholders including an
Executive Director of the Company as set out further below
(together the "Noteholders").
The Loan Notes have been issued to the Noteholders as
follows:
-- GBP250,000 to Li Chun Chung, an Executive Director of the
Company and who, as at the date of this announcement, has an
interest in 1,425,500 ordinary shares in the Company ("Ordinary
Shares"), representing 2.2% of the Company's issued share
capital
-- GBP125,000 to Soon Beng Gee who, as at the date of this
announcement, has an interest in 11,766,650 Ordinary Shares,
representing 18.2% of the Company's issued share capital
-- GBP125,000 to Lee Ching Liang who, as at the date of this
announcement, has an interest in 11,766,650 Ordinary Shares,
representing 18.2% of the Company's issued share capital
The proceeds of the Loan Notes will be used for working capital
purposes as well as widening the Company's offer to new sectors. As
stated previously, the Board undertook significant cost-cutting
measures and a fundamental strategic review. Steps were taken to
preserve cash while seeking to reposition the business by widening
its focus beyond e-commerce. While it is early days, the Company
has received interest in its IT solutions it can provide for
blockchain technology and digital assets.
AIQ is looking to capitalise on a lack of IT solutions providers
specialising in delivery of blockchain platforms in Asia and to
take advantage of the increasing popularity of decentralised
finance and NFTs in the region. Strategically, the Company hopes to
build the AIQ brand as a leading project manager and IT solutions
provider in the Asia Pacific market.
It is proposed that following the successful award of a
contract, announced on 4 October 2021, to project manage a
decentralised finance platform, the focus of the Company will be to
build on this and support the management team and enable them to
develop within this fast-growing sector. The initial step in this
process will be to forge partnerships with key solutions providers
so as to enable the Company to provide a full service, one-stop
solution to potential clients.
For the year ended 31 October 2021, the Company's unaudited
revenues were GBP60,000 (FY 2020: GBP154,000) and unaudited cash
balances at 31 December 2021 were GBP540,000 (31 October 2021:
GBP581,000). The Company's full year audited results are expected
to be announced at the end of February 2022.
Terms of the Loan Notes
On 24 January 2022, the Company entered into an unsecured
convertible loan note agreement with the Noteholders for a total
subscription of GBP500,000.
The Loan Notes have an expiration date of 24 January 2024
("Expiration Date") and can be repaid, in part or in full, by the
Company on 31 December in any year prior to the Expiration Date by
giving not less than 14 days' written notice to the Noteholders.
All outstanding Loan Notes attract interest at a rate of 5% per
annum from the date of issue (24 January 2022) to the date of
repayment or conversion.
The Loan Notes shall be convertible into new Ordinary Shares of
the Company at the lesser of 11 pence per Ordinary Share or the
Volume Weighted Average Price of the Company's Ordinary Shares on
the London Stock Exchange in the seven-day period prior to the date
on which the Loan Note is converted into Ordinary Shares. The Loan
Notes shall be convertible, in part or in full, at any time from
the date of issue until the Expiration Date by the Noteholder
giving to the Company at least one week's written notice (the
"Conversion Notice").
In the event of the Company receiving a Conversion Notice in
circumstances where the Company would be required to publish a
prospectus in relation to the application to trading of such
Ordinary Shares, the Company shall have the sole right to reject
such notice. In addition, a Noteholder shall not be permitted to
issue a Conversion Notice if they are in possession of any
unpublished price sensitive or inside information as such terms are
defined in the UK Criminal Justice Act 1993 and the Market Abuse
Regulation (as in force in the United Kingdom).
Related Party Transaction
The Noteholders are deemed to be related parties by virtue of
their combined shareholdings of 38.6% and Li Chun Chung being an
Executive Director. Graham Duncan and Harry Chathli, being
Independent Non-Executive Chairman and Non-Executive Director of
the Company respectively, consider that the terms of the Loan Notes
are fair and reasonable insofar as the Company's shareholders are
concerned.
Enquiries
AIQ Limited c/o +44 (0)20 7618 9100
Graham Duncan, Chairman
------------------------
VSA Capital Limited (Financial
Adviser & Broker) +44 (0)20 3005 5000
------------------------
Andrew Raca (Corporate Finance)
------------------------
Luther Pendragon (Media Relations) +44 (0)20 7618 9100
------------------------
Claire Norbury
------------------------
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END
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