Westmount Energy Limited Proposed Repayment of Loan Notes & Subscription (2030R)
February 27 2019 - 1:01AM
UK Regulatory
TIDMWTE
RNS Number : 2030R
Westmount Energy Limited
27 February 2019
The information contained within this announcement (the
"Announcement") is deemed by the Company to constitute inside
information as stipulated under the Market Abuse Regulations (EU)
No. 596/2014. Upon the publication of this Announcement via
Regulatory Information Service ("RIS"), this inside information is
now considered to be in the public domain.
27(th) February 2019
WESTMOUNT ENERGY LIMITED
("Westmount" or the "Company")
Proposed Partial Early Repayment of Convertible Loan Notes
and
Proposed Subscription for New Ordinary Shares at 9 pence per
share
The Board of Westmount is pleased to announce the proposed early
repayment of GBP940,000 principal of the GBP1,000,000 principal of
10% p.a. convertible unsecured loan notes 2021 ("Convertible Loan
Notes") issued to Hargreave Hale Limited ("Hargreave Hale") on
24(th) October 2018 ("CLN Repayment") and the proposed subscription
by Hargreave Hale for 10,444,444 new ordinary shares of no par
value in the Company ("New Ordinary Shares") for a price of 9 pence
per share in cash ("Subscription Price") (the "Subscription").
Hargreave Hale will retain GBP60,000 principal of Convertible Loan
Notes and in aggregate GBP660,000 of Convertible Loan Notes will
remain in issue after this transaction.
The CLN Repayment and Subscription are expected to complete on
or around 18(th) March 2019 and are conditional, inter alia, upon
completion of the acquisition of 1,103,770 common shares in JHI
Associates Inc. by the Company ("JHI Investment") as announced
earlier today. The CLN Repayment shall be offset against the
proceeds of the Subscription.
Hargreave Hale has agreed to waive the payment of all accrued
interest on the Convertible Loan Notes the subject of the CLN
Repayment, and the holders of the remaining GBP600,000 principal of
Convertible Loan Notes issued by the Company on 24(th) October 2018
have waived their rights to early repayment.
Details of the Subscription
Subject to completion of the JHI Investment, the New Ordinary
Shares will represent 16.1% of the enlarged issued ordinary share
capital of the Company, and the Subscription Price represents a
discount of approximately 7.7% to the closing mid-market price of
9.75 pence per ordinary share on 26(th) February 2019, being the
last dealing day prior to this announcement.
The New Ordinary Shares are being allotted on a non-pre-emptive
basis, and the Subscription is therefore neither a rights issue nor
an open offer. Such action has been taken to avoid potential costs
for the Company and the requirement for use of management
resources, in the short to mid-term, that the Directors believe
would be a hindrance to implementing Westmount's strategy.
Related Party Transaction
Hargreave Hale currently holds approximately 15.2% of the
Company's existing issued ordinary share capital, and is therefore
deemed to be a related party pursuant to Rule 13 of the AIM Rules
for Companies. The CLN Repayment and Subscription therefore
constitute related party transactions.
The independent directors of the Company (namely Thomas
O'Gorman, Dermot Corcoran and David King) consider, having
consulted with Cenkos Securities plc, the Company's nominated
adviser, that the terms of the CLN Repayment and Subscription are
fair and reasonable insofar as the Company's shareholders are
concerned.
Following completion of the above transactions, Hargreave Hale
will hold an interest in 18,487,927 ordinary shares in Westmount,
representing approximately 28.5% of the enlarged share capital of
the Company.
Total Voting Rights
An application will be made for admission of the New Ordinary
Shares to trading on AIM, which is expected to occur on or around
21(st) March 2019. Following admission, the Company's issued share
capital will comprise 64,766,745 ordinary shares, which may be used
by shareholders as the denominator for the calculations by which
they will determine if they are required to notify their interest
in, or a change to their interest in the Company under the FCA's
Disclosure Guidance and Transparency Rules.
For further information, please contact:
Westmount Energy Limited www.westmountenergy.com
David King, Director Tel: +44 (0) 1534 823133
Jane Vlahopoulou
Cenkos Securities plc (Nomad and Broker) Tel: +44 (0) 20 7397 8900
Nicholas Wells / Harry Hargreaves (Corporate Finance)
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
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