Stellar Diamonds PLC Convertible Loan Notes and Warrants (8482N)
August 14 2017 - 1:01AM
UK Regulatory
TIDMSTEL
RNS Number : 8482N
Stellar Diamonds PLC
14 August 2017
NOT FOR DISTRIBUTION IN THE UNITED STATES OR FOR DISSEMINATION
TO US NEWS WIRE SERVICES.
14 August 2017
AIM: STEL
Stellar Diamonds plc
("Stellar" or the "Company")
Repayment and issue of Convertible Loan Notes and Warrants
Stellar Diamonds plc (AIM: STEL), the London listed diamond
development company focused on West Africa, announces that it has
repaid the existing $1.24 million Convertible Loan Note ("$1.24
million CLN") to its noteholders being Deutsche Balaton, Steven
Poulton and Creditforce (the "Noteholders") by way of entering into
a new $1.34 million Convertible Loan Note ("$1.34 million CLN")
agreement with the Noteholders. The terms of the $1.24 million CLN
and accompanying warrants are described in the announcements of the
Company of 6 October 2016, 24 February 2017 and 5 July 2017. The
$1.34m CLN and accompanying warrants has the same terms as the
$1.24 million CLN and accompanying warrants, other than the
following amendments:
- An increase in the aggregate principal amount of the convertible loan by $0.1 million;
- Change in the definition of the "Transaction" (or "Potential
Transaction") for the purposes of the $1.34 million CLN to the
completion of the Tribute Mining Agreement with Octea Mining
Limited over the Tonguma kimberlite project in Sierra Leone and the
raising of at least US$35,000,000 in debt or equity finance;
- Change in the conversion period for the $1.34 million CLN to
the period commencing on the later of i) the earlier of the date on
which the Transaction completes (or the date on which the Company
makes an announcement that the Transaction will not proceed) and
ii) the date of obtaining the necessary shareholder authorisations
which are needed to enable the Company to issue new Ordinary Shares
pursuant to conversion of the CLN and ending on 5 June 2018 (the
Maturity Date);
- Change in the definition of "Transaction Default" to being
upon the occurrence of the earlier of the Transaction failing to
complete or upon the Company announcing the termination of the
Transaction on or before 31 December 2017;
- Change in the definition of "Subscription Price" of the CLN
Warrants (as such warrants are defined in the 6 October 2016
announcement) to the lower of: 5 pence or the Transaction Price (as
defined below).
- The Transaction Price is defined as the lower of:
a) the VWAP of the next US$2 million in equity raised; or
b) the VWAP of the first US$10 million in equity raised after 1 February 2017; or
c) the VWAP of equity raisings from the date of this agreement
until at least US$35 million in debt financing has been raised for
the Tongo-Tonguma Project;
- Change in the definition of the "Default Subscription Price"
(or "Alternative Subscription Price") (being the conversion price
and subscription price in respect of the $1.24 million CLN and CLN
Warrants respectively in the event of Transaction Default) to the
lower of 70% of: 5 pence or the 3 or 45 day VWAP prior to notice of
exercise of the warrants.
- Amendment of Subscription Price of the Repayment Warrants (as
such warrants are defined in the announcement dated 6 October 2016)
to 70 percent of the Transaction Price or, in the event that a
Transaction Default has occurred the Default Subscription
Price.
As per the existing CLN warrants, the new CLN warrants
(including the Repayment Warrants) will have an 18 month exercise
period from the date of issue. The quantum of the CLN warrants
(including the Repayment Warrants) remains as set out in the
announcement dated 6 October 2016). For the avoidance of doubt, the
conversion price of the $1.34 million CLN is 70% of the Transaction
Price or in the event of the Transaction Default, the Default
Subscription Price.
The $1.34 million CLN consists of $0.60 million from Steven
Poulton, $0.45 million from Creditforce and $0.29 million from
Deutsche Balaton. The $0.1 million additional capital provided from
the $1.34 million CLN following repayment of the $1.24 million CLN
will be used for working capital purposes.
By virtue of Deutsche Balaton being a substantial shareholder of
the Company and Steven Poulton being a Director of the Company,
agreements relating to the $1.34 million CLN and accompanying
warrants constitute related party transactions under the AIM Rules
for Companies. The Directors who are independent of the $1.34
million CLN and warrants consider, having consulted with the
Company's Nominated Adviser, that the terms of the $1.34 million
CLN and the warrants are fair and reasonable in so far as the
Company's shareholders are concerned.
This announcement contains inside information for the purposes
of Article 7 of Regulation (EU) 596/2014.
About Stellar Diamonds plc
Stellar is an AIM listed (AIM: STEL) diamond development company
focused on the 4.5 million carat high-grade and high value
Tongo-Tonguma kimberlite diamond project in the world famous
diamond fields of eastern Sierra Leone. An independently generated
mine plan, based on over 66,000m of drilling that has been
completed to date, envisages the production of over 4 million
carats, generating gross revenues of more than US$1.2 billion, over
a 21 year life of mine. Initial production at Tongo-Tonguma is
scheduled to occur in the first year of development, building up to
over 200,000 carats per annum, with a weighted average modelled
diamond value of $229 per carat. The Tongo-Tonguma mine is
estimated to give Stellar an attributable a Post-tax NPV(8) of
US$104 million and IRR of 31%.
** ENDS **
For further information contact the following or visit the
Company's website at www.stellar-diamonds.com.
Karl Smithson, Stellar Diamonds plc Tel: +44 (0) 20
CEO Stellar Diamonds plc 7164 6371
Philip Knowles,
CFO
Emma Earl Cairn Financial Advisers Tel: +44 (0) 20
Sandy Jamieson (Nominated Adviser) 7213 0880
Jon Bellis Beaufort Securities Tel: +44 (0) 20
Limited (Joint Broker) 7382 8300
Martin Lampshire Peterhouse Corporate Tel: +44 (0) 20
Finance (Joint Broker) 7469 0930
Rory Scott Mirabaud Securities
(Financial Advisers) Tel: +44 (0) 20
7878 3360
Tim Blythe Blytheweigh Tel: +44 (0) 20
Nick Elwes (Financial PR) 7138 3204
This information is provided by RNS
The company news service from the London Stock Exchange
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