Cambria Africa PLC Subscription Agreement (0566F)
16 Februar 2015 - 6:45PM
UK Regulatory
TIDMCMB
RNS Number : 0566F
Cambria Africa PLC
16 February 2015
Cambria Africa Plc
("Cambria" or the "Company")
Update regarding the Proposed Delisting, Proposed Subscription
and Suspension of Trading
On 23 January 2015 the Company sent a circular to Shareholders
(the "Circular") together with a notice convening a General Meeting
of the Company to seek Shareholders' approval to cancel the
admission of the Company's ordinary shares of 0.01 pence each
("Shares") to trading on AIM ("Cancellation" or "Delisting").
The Company today announces that it no longer intends to seek
Shareholders' approval for the Delisting as it has entered into a
conditional share subscription agreement with Ventures Africa Ltd
(the "SSA"), further details of which are provided below. Ventures
Africa Ltd wishes Cambria to maintain its quotation on AIM. The
Company believes that the access to the funding under the SSA
overrides the reasons given for its original intention to
delist.
As such, at the General Meeting to be held at 9.00 am on 18
February 2015, prior to any of the Resolutions set out in the
Circular being put to the Shareholders, the Chairman of the meeting
shall, with the consent of the meeting and in accordance with
article 61 of the Company's articles of association, adjourn the
meeting indefinitely (sine die).
The conditional Share Subscription Agreement
The SSA with Ventures Africa Ltd (VAL) provides for the
subscription of 107,000,000 ordinary shares ("Subscription Shares")
at a price of 0.85p per Share (the "Subscription Price") in the
Company, payable in cash on completion (the "Allotment").
Under the terms of the SSA entered into between the Company and
VAL, VAL will subscribe for the Subscription Shares at the
Subscription Price, conditional, inter alia, upon:
-- The Takeover Panel agreeing, subject to the approval of
independent shareholders as set out in the Takeover Code (the
"Code"), to waive the obligation of VAL to make a general offer for
the shares of the Company pursuant to Rule 9 of the Code (a
"Whitewash");
-- The independent shareholders, as set out in the Code, voting
in favour of the Whitewash; and
-- Shareholders voting to dis-apply pre-emption rights to enable the Allotment to complete.
The parties have targeted a completion date of 1 April 2015,
with a long stop date of 15 June 2015. Should all conditions of the
SSA be met and the agreement therefore entered into, VAL would own
50.55 per cent of the voting rights of the Company. The proceeds of
the placement will be used to provide general working capital for
the Company's existing investments.
In the event that such conditions are not satisfied, or waived
by VAL where capable of waiver, or become incapable of fulfilment,
before the Long Stop Date, the Subscription Agreement will
terminate.
Following the completion of the placement of 107,000,000
Subscription Shares, the Company will have 216,655,162 ordinary
shares in issue. The Subscription Shares will rank pari passu in
all respects with the Company's existing ordinary shares.
General Meeting
In order to satisfy the conditions of the Subscription
Agreement, it is intended that a circular convening a general
meeting will be sent to shareholders in due course and a further
announcement made at that time.
Suspension of Trading
Under the AIM Rules for Companies, the Company is required to
publish its audited annual accounts for the period to 31 August
2014 (the "Accounts") by 28 February 2015 which would not have been
the case if the Company was to be delisted as initially intended.
The Accounts will not be ready for publication by this date and as
a consequence the trading in the Company's shares will be suspended
from 7.30am on 17 February 2015 until it can publish its Accounts.
The Company expects to publish its Accounts by the end of May
2015.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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