Petards Group PLC Proposed Loan Note Conversion (3713X)
November 23 2017 - 6:04AM
UK Regulatory
TIDMPEG
RNS Number : 3713X
Petards Group PLC
23 November 2017
23 November 2017
PETARDS GROUP PLC
AIM: PEG
("Petards" or the "Group")
Proposed Conversion of Loan Notes
Petards, the AIM quoted developer of advanced security and
surveillance systems is pleased to announce that it will be posting
a circular to Noteholders tomorrow convening a general meeting of
Noteholders at which approval for the conversion of the Loan Notes
into New Ordinary Shares will be sought.
Approval of the Loan Note Conversion would result in the Company
issuing 18,498,400 New Ordinary Shares in exchange for all of the
Company's outstanding GBP1,479,872 Loan Notes in issue.
All capitalised terms in this announcement are as defined in the
Circular to Noteholders to which will be available on the Company's
website: www.petards.com.
1. Background to and reasons for Modification of Noteholder Rights
The Loan Notes were issued in 2013 in connection with the
Company's acquisition of the entire share capital of Water Hall
Group plc. The Loan Notes are unsecured and are convertible into
New Ordinary Shares at a price of GBP0.08 per New Ordinary Share.
Since the Loan Notes were issued, the closing mid-market price of
the Ordinary Shares has been consistently above GBP0.08. As at
close of business on 23 November 2017, the mid-market price of the
Ordinary Shares was GBP0.225.
At the present time the Company requires its cash reserves to
finance its on-going working capital and investment activities. The
Loan Notes mature in September 2018 and the Board does not wish to
enter 2018 with the outstanding Loan Notes of GBP1,479,872 showing
as current liabilities as it believes this may have an adverse
effect on the perception of the Company from both a commercial and
investment perspective. Therefore the Company is seeking the
approval of Noteholders to convert all outstanding Loan Notes in
issue into Ordinary Shares prior to the end of the current
financial year.
The Board believes this to be in the best interests of the
Company.
2. Loan Note Conversion
Pursuant to the Loan Note Instrument, a meeting of Noteholders
has the power, exercisable by Special Resolution, to sanction any
abrogation, modification or compromise of the Noteholders' rights
which has been approved by the Company in accordance with the Loan
Note Instrument. Accordingly the Resolution is being proposed at
the Noteholder Meeting to approve the Modification of Noteholder
Rights.
If the Resolution is approved by the Noteholders:
(a) New Ordinary Shares (rounded down to the nearest whole
number of New Ordinary Shares) will be allotted fully paid to each
Noteholder on the register of Noteholders on the Record Date in
exchange for and in satisfaction of the whole of the principal
amount of Loan Notes held by that Noteholder at the rate of one New
Ordinary Share for each GBP0.08 in nominal amount of Loan Notes
held by that Noteholder;
(b) an amount equal to all interest accrued but unpaid up to and
including the Conversion Date in respect of the Loan Notes will be
paid to each Noteholder; and
(c) no further action is required by Noteholders in relation to
the Loan Note Conversion and the Resolution shall be binding on all
Noteholders whether or not they are present at the Noteholder
Meeting.
The Loan Note Conversion will take effect on 15 December
2017.
The New Ordinary Shares issued and allotted pursuant to the Loan
Note Conversion shall rank pari passu with all other Ordinary
Shares of the Company in issue on the date of the Loan Note
Conversion.
Application will be made to the London Stock Exchange for all of
the New Ordinary Shares to be admitted to trading on AIM. It is
expected that Admission will take effect on 15 December 2017.
3. The Noteholder Meeting
The Circular will contain a notice convening the Noteholder
Meeting to be held on 14 December 2017 at the offices of Simmons
& Simmons LLP, CityPoint, One Ropemaker Street, London EC2Y 9SS
at 11.30 a.m. at which the Resolution will be proposed as a Special
Resolution.
4. Undertakings to vote at the Noteholder Meeting
As at the latest practicable date prior to the publication of
the document (being close of business on 21 November 2017), each of
El Khereiji Financial Company WLL, Rashid Abdullah, Water Hall
Group PLC, Joan Margaret Abdullah and Osman Abdullah (who together
hold legally or beneficially approximately 49.84% in nominal amount
of the outstanding Loan Notes) have irrevocably undertaken to vote
in favour of the Resolution to be proposed at the Noteholder
Meeting.
TIMETABLE OF PRINCIPAL EVENTS
Publication of Noteholder 24 November 2017
Circular
Latest time and date for 11.00 a.m. on 12
receipt of Form of Proxy December 2017
Noteholder Meeting 11.00 a.m. on 14
December 2017
Announcement of result of 14 December 2017
the Noteholder Meeting
Record Date 6.00 p.m. on 14 December
2017
Admission and commencement 8.00 a.m. on 15
of dealings of the New Ordinary December 2017
Shares
**ENDS**
Contacts:
Petards Group plc www.petards.com
Raschid Abdullah, Chairman Mb: 07768 905 004
WH Ireland Limited, Nomad www.whirelandcb.com
and Joint Broker
Mike Coe / Ed Allsopp Tel: 0117 945 3470
Hybridan LLP, Joint Broker www.hybridan.com
Claire Louise Noyce Tel: 020 3764 2341
claire.noyce@hybridan.com
This information is provided by RNS
The company news service from the London Stock Exchange
END
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