6
September 2024
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT ARE NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES OF AMERICA
(INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED
STATES AND THE DISTRICT OF COLUMBIA), AUSTRALIA, CANADA, JAPAN, NEW
ZEALAND, THE REPUBLIC OF SOUTH AFRICA, ANY MEMBER STATE OF THE
EUROPEAN ECONOMIC AREA OR ANY OTHER JURISDICTION IN WHICH THE SAME
WOULD BE UNLAWFUL.
This announcement contains inside information for the purposes
of Article 7 of Market Abuse Regulation (EU) 596/2014 as it forms
part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018 as amended ("MAR"), and is disclosed in
accordance with the Company's obligations under Article 17 of
MAR.
APQ Global
Limited
("APQ Global" or the
"Company")
Notice of a Meeting of the
CULS Holders
Trading
Update
Update on publication of
Annual Report & Accounts
APQ Global Limited, a company
incorporated in Guernsey, is today publishing a circular (the
"Circular") to the holders
of the Company's 3.5 per cent. convertible loan stock 2024 (the
"CULS") convening a meeting
of the holders of CULS ("CULS
Holders"). The meeting is to consider proposals for the
extension of the settlement date for the CULS, which are due for
repayment on 30 September 2024.
The proposals to CULS Holders are
set out in the Circular which is available to view on the Company's
website at www.apqglobal.com. Capitalised terms in this
announcement, unless otherwise defined, have the same meanings
given to them in the Circular.
The Company is seeking the approval
of CULS Holders for amendments to the Trust Deed constituting the
CULS, by way of a Resolution to be proposed at a Meeting of CULS
Holders convened for 11.00 a.m. on 30 September 2024. The Company
is seeking to amend the terms of payment of the CULS and is
offering additional economic benefits to the CULS
Holders.
Background to and reasons for the proposals
The CULS were issued in 2017 and
2018. The Maturity Date of the CULS in accordance with the Trust
Deed is 30 September 2024, on which the Company has covenanted to
repay the outstanding CULS at par value, plus accrued interest. The
Company is in the process of raising cash for the purpose of
repayment of the CULS as described below, but considers that the
costs of raising sufficient cash to satisfy the full redemption
payment on the Maturity Date would be disadvantageous to the
Company and its future prospects.
The Company is seeking a deferral of
its payment obligations to satisfy the full redemption amount of
the outstanding CULS on the Maturity Date. The Board is confident
that the Company has sufficient resources to satisfy the full
redemption amount within six months after the Maturity
Date.
The Company is in the process of
generating cash from its business operations within the group, in
particular the Delphos business (see further below). In addition,
the Company has been engaged in negotiations for the refinancing of
the group's debt. These negotiations remain ongoing and there can
be no guarantee as to when they will be concluded. At present, the
cash resources of the Company are not sufficient to pay the
outstanding CULS at par in full on the Maturity Date. Whilst the
Company could raise such cash through liquidating certain assets,
the Board considers that the relative costs of doing so and the
time required would be disadvantageous to the longer-term interests
of the Company and its stakeholders.
The Company is therefore seeking
what is effectively a six-month standstill from CULS Holders to
commence on the Maturity Date, such that payment of the outstanding
CULS would be made as soon as possible thereafter and by no later
than 31 March 2025 (the "Settlement Date"). The Board is
confident that full repayment of the outstanding CULS will be made
prior to 31 March 2025, and the Company will make such payment as
soon as reasonably practicable, likely between three and six months
following the Maturity Date.
In consideration of CULS Holders
approving the proposed deferral of the full payment of CULS
redemption proceeds, the Company is offering to CULS Holders two
economic benefits:
· On
redemption of the CULS, the Company will pay to each CULS Holder a
redemption premium on the outstanding principal amount due for
repayment of the CULS. The redemption premium is 1.0 (one) per
cent. of the principal value of the relevant CULS for each month by
which settlement is extended beyond the Maturity Date (pro-rated in
respect of partial months).
· The
interest rate applying to the outstanding CULS will be increased
from 3.5 per cent. to 6.0 (six) per cent. for the period from the
Maturity Date to the Settlement Date.
The amendments to the Trust Deed are
set out in full in the text of the Resolution set out in the Notice
of Meeting at the end of the Circular.
The Board believes that the
proposals set out in the Circular are in the interests of CULS
Holders as they should ensure that the full amount due and owing to
the CULS Holders at the Maturity Date will still be paid in full,
with an uplift in the final amount due. The Board firmly believes
that the payment can be made in full by 31 March 2025 and is
seeking CULS Holders' support while it is in the process of
refinancing negotiations, so as not to endanger the prospects of
the Company by liquidating promising assets.
Trading Update
The main support for the CULS
repayment comes from Delphos, the financial advisory business for
emerging markets private credit that is wholly owned by the
Company. The business is growing very rapidly and is, in the
Board's opinion, on the verge of generating significant cashflows,
in addition to its current cash and short-term third-party
receivables position of around USD10,000,000 in various APQ group
entities.
Delphos is currently executing
around 40 transactions in around 20 countries. The average
transaction size is around USD200,000,000 and the portfolio is
diversified across geographies (Africa, Central Asia, Middle East,
Latin America and South-East Asia) and sectors (infrastructure,
renewables, financial services and funds).
In terms of expected cashflows, the
table below summarises management estimates, all in USD:
September
2024:
500,000
October
2024:
4,330,000
November
2024:
8,100,000
December
2024:
1,450,000
January
2025:
7,085,000
February
2025:
8,312,500
March
2025:
9,865,500
April 2025 - September
2026:
73,840,000
It is important to note that, while
management believes these figures are achievable, there is
considerable uncertainty on the month-to-month realisation of these
cashflows.
The Company has also started
discussions with a view to a partial or full refinancing of the
CULS. Initial discussions have been productive and, while there is
no guarantee that a successful refinancing will be achieved,
management believes that the initial momentum is encouraging to
achieve a full or partial refinancing in the months
ahead.
Update on publication of Annual Report &
Accounts
As previously announced, the Company
continues to work diligently to support the completion of its audit
and expects to publish its FY23 Accounts as soon as practicable.
Trading in the Company's ordinary shares remain suspended. The
audit process is ongoing and is contingent on the outcome of the
Meeting of CULS Holders convened for 30 September 2024. A
further announcement is expected to be made shortly
thereafter.
The Circular is available to view on
the Company's website at www.apqglobal.com.
- End -
For
further enquiries, please contact:
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APQ
Global Limited
Bart Turtelboom,
Chief Executive Officer
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020 3478
9708
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Wayne Bulpitt, Non-Executive
Chairman
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Singer Capital Markets - Nominated Adviser and
Broker
James Maxwell
|
020 7496
3000
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Suntera - TISE sponsor
Claire Torode
|
01481 737
277
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Investor Relations
|
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IR@APQGlobal.com
Notes to Editors
APQ
Global Limited
APQ Global (ticker: APQ LN) is an
investment company incorporated in Guernsey. The Company focuses
its investment activities globally (in Asia, Latin America, Eastern
Europe, the Middle East, Africa and the Channel Islands,
particularly). The objective of the Company is to steadily grow its
earnings to seek to deliver attractive returns and capital growth
through a combination of building growing businesses as well as
earning revenue from income generating operating activities in
capital markets1. APQ Global run a well-diversified and
liquid portfolio, take strategic stakes in selected businesses and
plan to take operational control of companies through the
acquisition of minority and majority stakes in companies with a
focus on emerging markets. For more information, please visit
apqglobal.com.
1 Where we refer to revenue from income generating operating
activities this relates to the revenue of our investee
companies.