African Copper PLC Conversion of Loan (2837P)
30 September 2013 - 4:00PM
UK Regulatory
TIDMACU
RNS Number : 2837P
African Copper PLC
30 September 2013
30 September 2013
African Copper Plc
(AIM: ACU, BSE: African Copper)
Conversion of Loan
African Copper Plc ("African Copper" or "the Company") announces
that pursuant to the US$31,129,100 term loan facility agreement
with ZCI Limited ("ZCI"), dated 18 June 2009 ("the Agreement"), ZCI
has today given notice to convert the US$8,379,100 Tranche A Loan
outstanding into Ordinary Shares of 1 pence each in the
Company.
At the Conversion Rate of 1 pence per Ordinary Share and at the
exchange rate as set out in the conversion notice of US$1.5062 to
GBP1, this equates to the issue of 556,307,263 new Ordinary Shares
("the Converted Shares") in the Company for a Conversion Sum of
GBP5,563,072.63.
The Converted Shares will be credited to ZCI as fully paid on 18
October 2013 and an application will be made for them to be
admitted to trading on AIM at 8.00 a.m. on 18 October 2013.
Following the issue of the Converted Shares, under the terms of the
Agreement, the entire amount of the Tranche A Loan shall be
extinguished although the interest outstanding and accrued up to
the Conversion Date will remain payable on the due date.
Immediately following the issue of the Converted Shares to ZCI,
247,575,741 of the Converted Shares will be transferred by ZCI to
iCapital (Mauritius) Limited ("iCapital") in settlement for certain
performance fees set out in an Investment Advisory and Management
Agreement between ZCI and iCapital (the "Transfer"), at a price
equivalent to 1 pence per Ordinary Share. iCapital is a private
company incorporated in Mauritius in which Mr. Jordan Soko, a
director of the Company, indirectly controls a majority stake. The
Investment Advisory and Management Agreementwas entered into
between ZCI and iCapital, dated 11 December 2008, in terms of which
iCapital was engaged to advise ZCI on various prospective
investment targets and, if an investment was approved by the Board,
to provide investment management services to ZCI.
Following the Transfer, Mr Soko will own indirectly or through
entities associated with him 247,575,741 Ordinary Shares (the
"Transfer Shares") equating to 16.67% of the 1,485,106,251 enlarged
issued share capital of the Company (the "Enlarged Share Capital")
and he will own directly 2,500,000 share options convertible into
Ordinary Shares of the Company (the "Share Options"). Including the
Transfer Shares and the Share Options, Mr. Soko would own
indirectly or through entities associated with him 15.0% of the
1,666,977,641 fully diluted share capital of the Company (the
"Fully Diluted Share Capital"). The Fully Diluted Share Capital
includes the Enlarged Share Capital increased for the effects of
18,835,000 outstanding dilutive share options (the "Total Share
Options") and the outstanding 8 June 2012 ZCI US$6 million
convertible loan facility (the "Outstanding Convertible Loan
Facility") which is convertible into Ordinary Shares of 1p each in
the Company at a conversion price of 2.40 pence per Ordinary
Share.
Following the issue of the Converted Shares to ZCI and the
subsequent Transfer, ZCI will hold 1,090,671,510 Ordinary Shares,
equating to 73.44% of the Enlarged Share Capital, and the
Outstanding Convertible Loan Facility. In total ZCI would own
75.21% of the Fully Diluted Share Capital adjusted for the Total
Share Options and the Outstanding Convertible Loan Facility.
For further information please visit www.africancopper.com or
contact:
Brad Kipp, Chief Financial Officer Simon Hudson
African Copper Plc Tavistock Communications (PR
+1 (416) 847 4866 and IR)
bradk@africancopper.com +44 (0) 20 7920 3150
----------------------------------- ------------------------------
Andrew Chubb/Tarica Mpinga
Canaccord Genuity (NOMAD and
Broker)
+44 (0) 20 7523 8000
----------------------------------- ------------------------------
Notes to Editors:
African Copper is an AIM and Botswana listed copper producer and
exploration company, currently focused on Botswana. The Company's
flagship project is the copper producing open pit Mowana Mine. ACU
also owns the rights to the adjacent Thakadu-Makala deposit. Both
deposits are situated on the highly prospective Matsitama belt,
located close to Botswana's second largest city, Francistown, in
the north-eastern part of the country.
-ends-
This information is provided by RNS
The company news service from the London Stock Exchange
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