TIDMGINV
RNS Number : 7127W
Global Invacom Group Limited
23 April 2019
GLOBAL INVACOM GROUP LIMITED
(Company Registration No. 200202428H)
(Incorporated in the Republic of Singapore)
MUTUAL TERMINATION OF PROPOSED ACQUISITION OF THE ENTIRE ISSUED
AND PAID-UP SHARE CAPITAL OF TACTILIS SDN. BHD.
CESSATION OF PROPOSED SUBSCRIPTION OF CONVERTIBLE NOTES WITH
5.0% COUPON RATE TO BE ISSUED BY TACTILIS SDN. BHD.
LAPSE OF PROPOSED ISSUANCE OF UNSECURED REDEEMABLE STRUCTURED
CONVERTIBLE NOTES WITH 1.0% COUPON RATE
1. INTRODUCTION
The board of directors ("Board" and each director, a "Director")
of Global Invacom Group Limited ("Company", together with its
subsidiaries, the "Group") refer to the announcements by the
Company dated 24 October 2018 and 31 October 2018 in relation to
the Proposed Acquisition, Proposed Target Convertible Notes
Subscription and Proposed RCN Issuance (collectively, the
"Announcements").
All capitalised terms used in this announcement shall, unless
otherwise defined herein, have the meanings ascribed to them in the
Announcements.
2. MUTUAL TERMINATION OF THE SPA
2.1 Further to the Announcements, the Board wishes to announce
that the Company and the Vendor (collectively, the "Parties") have
decided to mutually terminate the Proposed Acquisition, as there
were difficulties in fulfilling all of the Conditions Precedent in
the SPA.
2.2 Accordingly, the Parties have agreed to terminate the SPA by
entering into a tripartite Termination Agreement dated 18 April
2019 (the "Termination Agreement"), pursuant to which, the
Company's and the Vendor's respective obligations and liabilities
under the SPA shall cease in accordance with the terms and
conditions thereunder.
Pursuant to the Termination Agreement, inter alia:
(a) the SPA shall be mutually terminated with immediate effect;
(b) all fees, costs and expenses incurred in relation to the
Proposed Acquisition shall be borne by the Company and the Vendor
in equal proportions, and the portion to be borne by the Vendor in
respect thereof which had been advanced by the Company on behalf of
the Vendor shall be fully reimbursed by the Vendor on or before 16
July 2019 ("Due Date"), being the last day of the period of ninety
(90) days commencing from (and including) the date of the
Termination Agreement ("90 Days Period"); and
(c) both the Company and the Vendor hereby mutually waive the
Break Fee of US$20,000,000 under the SPA.
3. CESSATION OF THE PROPOSED TARGET CONVERTIBLE NOTES SUBSCRIPTION
3.1 The salient terms of the Termination Agreement include the following:
(a) all fees, costs and expenses incurred in relation to the
Proposed Target Convertible Notes Subscription shall be fully borne
by the Target, and the amount of such fees, costs and expenses to
be borne by the Target which had been advanced by the Company on
behalf of the Target shall be fully reimbursed by the Target on or
before the Due Date;
(b) the Company has waived the obligation of the Target to
redeem all outstanding Target Convertible Notes within three (3)
months from the termination of the Proposed Acquisition at 100% of
their principal amount, together with the payment of all Interest
computed thereon, Provided That the issued Target Convertible Notes
shall continue to be valid and effective in accordance with the
terms and conditions of the Target Convertible Notes Subscription
Agreement, which shall continue to subsist;
(c) the Company's obligations to subscribe for further Target
Convertible Notes shall cease and waived (where applicable) from
the date of the Termination Agreement, notwithstanding any terms
and conditions in the Target Convertible Notes Subscription
Agreement;
(d) in consideration of such waiver by the Company under
paragraph 3(b) above, the Target shall repay to the Company all
Interest on the Target Convertible Notes accrued up to (and
including) the date of the Termination Agreement("Accrued
Interest"), and all Interest on the Target Convertible Notes to be
accrued from the day falling after the date of this Agreement and
up to (and including) 16 July 2019 ("Due Date") at an adjusted
interest rate of 10% per annum commencing from the date of the
Termination Agreement ("Accrued Adjusted Interest"), on or before
the Due Date;
(e) all Interest shall continue to accrue on the outstanding
Target Convertible Notes commencing from (and including) the date
of the Termination Agreement in accordance with the terms and
conditions of the Target Convertible Notes Subscription Agreement
at the adjusted rate of 10% per annum;
(f) in the event:
(i) any petition for liquidation is presented against the Target
or the Vendor, under any applicable bankruptcy, reorganisation or
insolvency law, at any time after the date of this Agreement;
or
(ii) the Vendor and/or the Target shall breach any of its/their
undertaking and covenant set out in the Termination Agreement, the
Target Convertible Notes Subscription Agreement or the Share
Charge,
all outstanding Target Convertible Notes shall be immediately
redeemable by the Target at 100% of their principal amount, and all
Interest at 10% per annum accrued thereon on a retrospective since
the date of the issuance of the respective Target Convertible Notes
shall be immediately paid by the Target to the Company; and
(g) the Target Convertible Notes Subscription Agreement shall
subsist until all outstanding Target Convertible Notes have been
fully redeemed by the Target, and all accrued Interest have been
paid by the Target to the Company, in accordance with the Target
Convertible Notes Subscription Agreement (subject to the terms of
the Termination Agreement), upon the occurrence of which the Target
Convertible Notes Subscription Agreement shall cease.
3.2 The Company reserves its right to enforce the Share Charge
against the Vendor to secure the Target's performance of its
obligations under the Target Convertible Notes Subscription
Agreement (as supplemented or amended by the Termination
Agreement).
4. FURTHER AGREEMENT
4.1 Under the Termination Agreement, it was also agreed that for
a period of three (3) months commencing from (and including) the
date of Termination Agreement ("90 Days Period"), the Company will
not do any of the following:
(a) declare an event of default under the Target Convertible
Notes Subscription Agreement on grounds of insolvency of the
Target; or
(b) take any legal action or proceeding to wind up or commence
bankruptcy action against the Target,
provided that the Target and the Vendor shall submit a plan
concerning the Target Convertible Notes and Tactilis group to the
satisfaction of the Company ("Relevant Planning") before the expiry
of one (1) month from the date of the Termination Agreement, and to
agree upon in writing the Relevant Plan on such terms and
conditions as agreed by all relevant stakeholders, including the
Company, before the expiry of the 90 Days Period.
4.2 Notwithstanding Paragraph 4.1, in the event any petition for
liquidation is presented against the Target or the Vendor, under
any applicable bankruptcy, reorganisation or insolvency law, at any
time during the 90 Days Period, the Company's obligations under
Paragraph 4.1 above shall cease with immediate effect and the
Company shall forthwith be entitled to enforce all its rights and
remedies under the Termination Agreement, the Target Convertible
Notes Subscription Agreement or the Share Charge, without subject
to any further notice or formality, despite any terms under such
agreements.
5. LAPSE OF THE RCN SUBSCRIPTION AGREEMENT
5.1 The RCN Subscription Agreement had lapsed on 22 January
2019, due to non-fulfilment of the conditions precedent to the
closing of the first sub-tranche of the Tranche 1 RCN Notes.
5.2 Pursuant to the Termination Agreement, all fees, costs and
expenses incurred in relation to or in connection with the Proposed
RCN Issuance shall be fully borne by the Company and the Target in
equal proportions, and the portion to be borne by the Target in
respect thereof which had been advanced by the Company on behalf of
the Target shall be fully reimbursed by the Target on or before the
Due Date.
6. FINANCIAL IMPACT
The mutual termination of the SPA, the cessation of the Target
Convertible Notes Subscription Agreement and the lapse of the RCN
Subscription Agreement should not have any material adverse impact
on the consolidated net tangible assets per share and earnings per
share of the Company and the Group for the financial year ending 31
December 2019.
7. DIRECTORS' AND SHAREHOLDERS INTERESTS
Save as disclosed in the Announcements, none of the Directors
has any interest, direct or indirect, in the termination of the
Proposed Acquisition, the cessation of the Target Convertible Notes
Subscription Agreement and the lapse of the RCN Subscription
Agreement and as far as the Directors are aware, none of the
substantial shareholders of the Company has any interest, direct or
indirect, in the termination of any of these transactions (other
than through their respective shareholdings in the Company).
8. DOCUMENTS FOR INSPECTION
A copy of the Termination Agreement will be made available for
inspection during normal business hours at the registered office of
the Company at 8 Temasek Boulevard, #18-02A Suntec Tower Three,
Singapore 038988 for a period of three (3) months from the date of
this Announcement.
9. CAUTION IN TRADING
Shareholders are advised to read this Announcement and any
further announcements by the Company carefully. Shareholders should
consult their stock brokers, bank managers, solicitors or other
professional advisers if they have any doubt about the actions that
they should take.
BY ORDER OF THE BOARD
ANTHONY BRIAN TAYLOR
EXECUTIVE CHAIRMAN
18 April 2019
For further information, please contact:
Global Invacom Group Limited www.globalinvacom.com
Matthew Garner, Chief Financial Officer Tel: +65 6431 0782
Tel: +44 203 053 3523
finnCap Ltd (Nominated Adviser and Joint www.finncap.com
Broker)
Christopher Raggett / Matthew Radley (Corporate Tel: +44 207 220 0500
Finance)
Mirabaud Securities LLP (Joint Broker) www.mirabaud.com
Peter Krens (Equity Capital Markets) Tel: +44 207 878 3362
WeR1 Consultants Pte Ltd (Singapore Investor www.wer1.net
Relations)
Jordan Teo / Ryan del Agua Tel: +65 6737 4844
ginv@wer1.net
Vigo Communications (UK Media & Investor www.vigocomms.com
Relations)
Jeremy Garcia / Fiona Henson / Charlie Tel: +44 207 390 0238
Neish
ginv@vigocomms.com
About Global Invacom Group Limited
Global Invacom is a fully integrated satellite communications
equipment provider with six manufacturing plants across China,
Israel, Malaysia, UK and the US. Its customers include satellite
broadcasters such as BSkyB of the UK and Dish Network of the
USA.
Global Invacom provides a full range of antennas, LNB receivers,
fibre distribution equipment, transmitters, switches and video
distribution components and electronics manufacturing services in
satellite communications as well as manufacturing services in
military, medical, and consumer electronics industries. Following
the acquisition in 2015 of Global Skyware, a leading US-based
designer and supplier of satellite antennas products and services,
the Company became the world's only full-service outdoor unit
supplier.
Global Invacom is listed on the Mainboard of the Singapore
Exchange Securities Trading Limited and its shares are admitted to
trading on the AIM Market of the London Stock Exchange.
For more information, please refer to www.globalinvacom.com
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
ACQCKBDBOBKDNQB
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