Cambria Africa PLC Posting of Open Offer Circular (2620Q)
June 05 2018 - 1:00AM
UK Regulatory
TIDMCMB
RNS Number : 2620Q
Cambria Africa PLC
05 June 2018
Cambria Africa Plc
("Cambria" or the "Company")
Posting of Open Offer Circular to raise up to GBP4.28
million
Cambria is pleased to announce that, further to its announcement
of 15 May 2018 it is today posting a circular (the "Circular") to
Qualifying Shareholders regarding an Open Offer of up to GBP4.28
million which will include up to GBP1.60 million through the
conversion of loans into equity by Ventures Africa Limited
("VAL").
The Circular is also available on the Company's website at
www.cambriaafrica.com. All capitalised terms in this announcement
have the same meanings as those given to them in the Circular,
unless the context otherwise requires.
The Open Offer will be open for acceptance from today, 5 June
2018 to its closing date on Friday, 6 July 2018.
The Open Offer is being made to Qualifying Shareholders on the
register as at the Record Date of close of business on 1 June 2018,
for up to 388,678,024 Offer Shares at 1.10 pence per Open Offer
Share. VAL will limit its participation in the Open Offer to
145,000,000 Offer Shares through the conversion into equity of up
to GBP1.60 million of its outstanding loans into Offer Shares
("VAL's Open Offer Participation").
Remaining Cambria shareholders will be entitled to subscribe for
up to 243,678,024 Open Offer Shares in proportion to their current
shareholdings on the basis of:
2 Open Offer Shares for every Existing Ordinary Share held.
Effectively, VAL will be capping its Open Offer Entitlement to
0.625 Open Offer Shares per Existing Ordinary Share held (compared
to 2 for every one for Remaining Shareholders). The higher
Entitlement Ratio will accordingly allow Remaining Shareholders to
proportionally increase their shareholdings through participation
in the Open Offer. Should the Open Offer be fully subscribed, VAL's
shareholding would decrease to 50.8% from 65.6% currently.
Qualifying Shareholders are also being given the opportunity to
apply for additional Open Offer Shares through an Excess
Application Facility, provided that they take up their Open Offer
Entitlements in full. VAL will not participate in the Excess
Application Facility.
As announced on 15 May 2018, the Issue Price of 1.10 pence
represents a discount of 8% to the 30 day volume weighted average
price of 1.19p as at 4 May 2018.
Related Party
VAL is the controlling shareholder of Cambria. VAL's Open Offer
Participation is accordingly a related party transaction 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 VAL's
Open Offer Participation 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 VAL's
Open Offer Participation.
VAL has given WH Ireland an undertaking to continue its support
for Cambria's listing on AIM and has agreed that it would exclude
itself from any vote to delist the Company. VAL will however,
retain its right to vote all the Cambria shares it holds against
any proposal to delist the Company.
Full details of the Open Offer, including terms and conditions
and details on how to accept the Open Offer, are set out in the
Circular posted to Qualifying Shareholders today and available on
the Company's website, http://www.cambriaafrica.com.
If any of the details contained in the timetable above should
change, the revised times and dates will be notified by means of a
further announcement.
All references are to London time.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Record Date for entitlement under 1 June 2018
the Open Offer
Announcement of the Open Offer, 5 June 2018
publication of this document and
the Application Form
Ex-entitlement Date of the Open 8:00am on 5
Offer June 2018
Open Offer Entitlements and Excess asap after 8:00am
CREST Open Offer Entitlements on 6 June 2018
credited to stock accounts of
Qualifying CREST Shareholders
Recommended latest time and date 4:30pm on 2
for requesting withdrawal of Open July 2018
Offer Entitlements from CREST
Latest time and date for depositing 3.00pm on 3
Open Offer Entitlements into CREST July 2018
Latest time and date for splitting 3:00pm on 4
Application Forms (to satisfy July 2018
bona fide market claims only)
Latest time and date for acceptance 11:00am on 6
of the Open Offer and receipt July2018
of completed Non-CREST Application
Forms and payment in full under
the Open Offer or settlement of
relevant CREST instruction (if
appropriate)
Announcement of result of Open 9 July 2018
Offer
Admission and commencement of 16 July 2018
dealings in the Shares on AIM
New Ordinary Shares credited to 16 July 2018
CREST members' accounts
New Ordinary Shares in certificated 19 July 2018
form
This announcement contains inside information for the purposes
of Article 7 of Regulation 596/2014.
Contacts
Cambria Africa Plc: www.cambriaafrica.com
+44 (0) 207 669
Samir Shasha 0115
WH Ireland Limited: www.wh-ireland.co.uk
+44 (0) 20 7220
James Joyce / Alex Bond 1666
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
MSCUGURWQUPRGMC
(END) Dow Jones Newswires
June 05, 2018 02:00 ET (06:00 GMT)
Cambria Africa (LSE:CMB)
Historical Stock Chart
From Apr 2024 to May 2024
Cambria Africa (LSE:CMB)
Historical Stock Chart
From May 2023 to May 2024