26
September 2024
PipeHawk
plc
("PipeHawk", "Company" or the "Group")
Update in relation to
Convertible Unsecured Loan Stock
PipeHawk provides the following
update in relation to the Company's £1.0 million convertible
unsecured loan stock issued to Gordon Watt, the Chairman of the
Company.
Background to the CULS
On 13 August 2010, the Company
announced, inter alia, the
issue of £1.0 million of convertible unsecured loan stock to Gordon
Watt (the "CULS"). As part
of the terms and conditions of the CULS, it was agreed that the
CULS may be converted, at the option of Gordon Watt, into new
ordinary shares of 1 pence each in the Company (the "Ordinary Shares") at a price of 7 pence
per Ordinary Share at any time prior to 13 August 2014. In
addition, the interest payable on the CULS was set at 10 per cent.
per annum on the principal amount outstanding until converted,
prepaid or repaid, calculated and compounded on each anniversary of
the issue of the CULS. On conversion of any CULS, any unpaid
interest would be paid within 20 days of such conversion with the
CULS repayable together with accrued interest on 13 August 2014
(together, the "2010
CULS").
On 14 November 2014, the Company
announced that it had extended the repayment date of the 2010 CULS
from 13 August 2014 to 13 November 2018 and changed the conversion
price of the 2010 CULS from 7 pence to 5 pence with all other terms
of the 2010 CULS remaining unchanged (the "2014 Amendments").
On 9 November 2018, the Company
announced that it had agreed to further extend the repayment date
of the 2010 CULS from 13 November 2018 to 13 August 2022 with all
other terms of the 2010 CULS remaining unchanged (the "2018 Amendment").
The issue of the 2010 CULS, the 2014
Amendments and the 2018 Amendment were respectively deemed to be
related party transactions pursuant to Rule 13 of the AIM Rules for
Companies (the "AIM
Rules") at the time.
Accordingly, as disclosed in each respective announcement outlined
above, the independent directors of the Company, having consulted
the Company's nominated adviser at the time, concluded that the
entry into the 2010 CULS, the 2014 Amendments and the 2018
Amendment to be fair and reasonable insofar as the Company's
shareholders are concerned.
2022 amendment to the CULS
On 29 November 2022, it was
announced by the Company in its final results for the year ended 30
June 2022, inter alia,
that on 30 June 2022 the Company further extended the repayment
date of the 2010 CULS from 13 August 2022 to 13 August 2026, and
otherwise on identical terms to the 2018 Amendment (the
"2022 Amendment"),
including the conversion price of 5 pence.
In this regard, the Company has
recently become aware of a clerical error made in:
(i) note 16 to
the financial statements for the year ended 30 June 2022 (announced
by the Company on 29 November 2022);
(ii) note 15
to the financial statements for the year ended 30 June
2021(announced by the Company on 3 November 2021); and
(iii) note 15 to the
financial statements for the year ended 30 June 2020 (announced by
the Company on 21 October 2020),
all of which erroneously referred to
a CULS conversion price of 3 pence. The same erroneous
reference to a 3 pence CULS conversion price was repeated in the
relevant notes to the Company's annual reports for the years ended
30 June 2020, 30 June 2021 and 30 June 2020.
The Company can confirm that the
CULS conversion price remains at 5 pence, noting that the 2022
Amendment was stated, in the announcement made by the Company at
the time, to be on identical terms to the 2018
Amendment.
The entry by the Company into the
2022 Amendment, namely a further extension of the CULS repayment
date to 13 August 2026, is deemed to be a related party transaction
pursuant to AIM Rule 13. However, the Company's nominated adviser,
Allenby Capital, was not consulted at the time of entering into the
2022 Amendment. In this regard, the Company's current directors
independent of the 2022 Amendment, being Robert MacDonnell and
Timothy Williams, consider, having now consulted with the Company's
nominated adviser, Allenby Capital, that the terms of the 2022
Amendment are fair and reasonable insofar as the Company's
shareholders are concerned.
-Ends-
Enquiries:
|
PipeHawk plc
Gordon Watt (Chairman)
|
Tel. No. 01252 338 959
|
|
Allenby Capital Limited (Nomad and Broker)
|
Tel. No. 020 3328 5656
|
David Hart / Vivek
Bhardwaj
For further information on the
Company and its subsidiaries, please visit:
www.pipehawk.com