TIDMCMB
RNS Number : 6614H
Cambria Africa PLC
17 March 2015
Cambria Africa Plc
("Cambria" or the "Company")
Corrections to previous announcements
In the final paragraph of the section entitled "The conditional
Share Subscription Agreement" in the announcement of 16 February
2015, it was incorrectly stated that the Company will have
216,655,162 ordinary shares in issue following the completion of
the placement. The RNS should have stated that the Company will
have 211,655,162 ordinary shares in issue following the completion
of the placement.
In the first paragraph of the section entitled "Sale of The
Leopard Rock Hotel" in the announcement of 23 October 2014, it was
incorrectly stated that African Ventures Limited had purchased the
hotel. This should have stated that Ventures Africa Ltd was the
purchaser of the hotel.
All other details of the RNSs remain unchanged. Full and correct
versions of the RNSs are shown below.
Corrected Announcements
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 211,655,162 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.
Contacts
Cambria Africa Plc www.cambriaafrica.com
Ian Perkins +44 (0) 796 4908 951
Edzo Wisman +44 (0) 796 4908 950
WH Ireland Limited www.wh-ireland.co.uk
James Joyce / Mark Leonard +44 (0) 207 220 1666
Peterhouse Corporate Finance Limited www.pcorpfin.com
Charles Goodfellow / Duncan Vasey +44 (0) 207 220 9791
FTI Consulting www.fticonsulting.com
Edward Westropp / Adam Cubbage +44 (0) 203 727 1521
23 October 2014
Cambria Africa Plc
("Cambria" or the "Company")
Trading update for the period ending 31 August 2014 and sale of
Hotel
Cambria Africa Plc (AIM:CMB), the Southern Africa focussed
investment company,is pleased to announce a trading update for the
period ending 31 August 2014 in advance of its final results. All
performance figures and comparisons quoted in this statement are
unaudited pending completion of the 2014 audit.
-- During the period ended 31 August 2014, Payserv Africa and
Millchem Holdings organically grew combined revenue and gross
profit by 11% and 11% year-on-year, respectively
-- Millchem completed its acquisition of leading Malawi chemical
distributor C&M, which will be consolidated into Cambria's
results during FY2015
-- Over the period, Millchem also added a significant number of
high profile new suppliers, including Ashland, Clariant, Sealed
Air, Donau Carbon, Celatom, EP Minerals and Centlube / AGIP. This
resulted in revenue growth of 54% in the fourth quarter
year-on-year
-- Payserv saw growth, with particularly strong results being
achieved by Tradanet, which grew loan issuance by 106% in the
fourth quarter of the financial year, when compared to the same
period last year
-- Paynet obtained its National Payment license in Zambia and
commenced processing Paynet transactions and Autopay payslips in
that country. It also launched a variety of new Paynet products
during the period
-- Cambria also announces it has sold the Leopard Rock Hotel,
including its external debt of US$ 0.2 million, for cash
consideration of US$ 2.5m, marking the end of a significant
cash-drain on the Company
Introduction
During a period where the Zimbabwean economy was struggling,
revenues and gross profit of the continuing operations of Cambria,
being the Payserv and Millchem investments, were US$ 9.4 million
(2013: US$ 8.5 million) and US$ 5.1 million (2013: US$ 4.6 million)
respectively, representing corresponding increases of 11% and 11%
to the equivalent prior period.
During the period, the Company also raised US$ 4 million gross
by way of a placing of 32,406,139 new ordinary par value shares of
GBP0.0001 each at 7.5p per share.
Payserv Africa
Payserv's Electronic Data Interchange (EDI) switching service,
'Paynet' provided services to all 21 banks and building societies
in Zimbabwe over the period, as well as to over 1,990 corporates.
It also serviced one bank and 169 corporates in Zambia. Paynet
processed a combined 16.5 million transactions (2013: 15.2 million)
during the period, a 9% increase.
Payserv's payslip processing product, 'Autopay' provided payroll
services to 195 customers and processed over 314,000 payslips
(2013: 303,000) during the period; a 4% increase. This was achieved
through a significant increase in the number of customers against a
backdrop of many companies downsizing and shutting down.
Payserv's payroll based microfinance loan processing product,
'Tradanet' processed approximately 121,000 (2013: 66,000) loans
during the period, representing a value of US$ 154 million (2013:
US$ 131 million), an 83% increase and an 18% increase respectively.
At the end of the period the loan book under management stood at
US$ 134 million (2013: US$ 110 million), an increase of 22%.
Payserv significantly increased its EBITDA over the period.
(US$ '000) 2014 2013 Growth
Revenues 4,595 4,164 10%
Gross profit 4,219 3,811 11%
Gross margin 91% 91% 0%
Millchem Holdings
Milchem, the value-added chemicals distribution subsidiary of
Cambria, regained high growth during the second half of the period.
The fourth quarter in particular saw high year on year revenue
growth of 54%, among others resulting from signing on of
high-profile new suppliers during the period, including Ashland,
Clariant, Sealed Air, Donau Carbon, Celatom, EP Minerals and
Centlube / AGIP.
It also completed the acquisition of C&M, a leading
distributor in Malawi, for 5,500,000 new ordinary shares.
Integration of C&M into MiIlchem is progressing according to
strategy.
Post period end Millchem also made its first sales in
Namibia.
Milchem's investment in geographic expansion has impacted the
bottom line, and saw strongly reduced EBITDA for the period. EBITDA
performance, alongside the achieved rapid sales growth, started
improving again strongly during the fourth quarter of the financial
year.
Millchem also became a full member of both the NACD and the
FECC, the only African chemical distributor to do so.
US$ '000 2014 2013 Growth
Revenues 4,806 4,323 11%
Gross profit 848 770 10%
Gross margin 18% 18% 0%
Sale of The Leopard Rock Hotel
Following the end of the period and a long process, Cambria
announces the sale of the Leopard Rock Hotel to Ventures Africa Ltd
for US$ 2.5 million in cash and US$ 0.2 million in assumed debt.
The Company will use the proceeds to further its remaining
investments and on going working capital.
In the year ended 31 August 2013 the Hotel's EBITDA loss was
approximately US$ 370,000 prior to write downs and costs incurred
in the sale process.
This sale ends a significant cash drain on the Company and
enables capital to be allocated elsewhere in the business for more
profitable operations.
Future operations
The Company will continue to review its remaining investments
and its options to raise further funds for ongoing working capital.
This may include disposal of investments as well as the raising of
additional equity or debt capital.
Contacts
Cambria Africa Plc www.cambriaafrica.com
+44 (0) 796 4908
Ian Perkins 951
+44 (0) 796 4908
Edzo Wisman 950
WH Ireland Limited www.wh-ireland.co.uk
James Joyce / Mark Leonard +44 (0) 207 220 1666
Peterhouse Corporate Finance www.pcorpfin.com
Limited
Charles Goodfellow / Duncan
Vasey +44 (0) 207 220 9791
FTI Consulting www.fticonsulting.com
Edward Westropp / Adam Cubbage +44 (0) 203 727 1521
This information is provided by RNS
The company news service from the London Stock Exchange
END
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