Wasabi Energy Limited Execution of DOCA (1197B)
27 2월 2014 - 10:15PM
UK Regulatory
TIDMWAS
RNS Number : 1197B
Wasabi Energy Limited
27 February 2014
Wasabi Energy Limited (Subject to Deed of Company
Arrangement)
("Wasabi," "the Group" or "the Company")
27 February 2014
Execution of DOCA
Wasabi Energy Limited (Subject to Deed of Company Arrangement)
is pleased to advise that, further to the announcement on 10
February 2014, the Deed of Company Arrangement ("DOCA") has been
executed by the Administrators and the directors of the
Company.
The DOCA sets out the requirements for settling the debts of the
Company in order that it can continue to operate and, subject to a
fundraising by the Company in order to finance itself and its
projects going forward, re-commence trading on the ASX and AIM.
The keys terms of the DOCA are:
-- The consolidation of the existing issued share capital on the
approximate basis of 1 share ("New Share") for each 860 shares
currently held such that, immediately following the consolidation
and issue of New Shares to creditors as described below, the
creditors will hold 90% of the enlarged issued capital of the
Company;
-- The issue of New Shares to all creditors, including the
Secured Loan Note holders, on the basis of 2 New Shares for each $1
of debt owed to them;
-- Salida Accelerator Fund will be issued 2 New Shares for each
$1 of debt owed to it, up to half of its outstanding amount
(approximately $500,000). The remaining half of the Salida debt
will remain in the Company as a secured debt owing by the Company
with an extension of the maturity date to at least 30 June
2014.
-- A syndicate of lenders will provide $750,000 of secured funds
(the "Loan") to allow the Company to progress through the DOCA
process. Mr John Byrne will participate in this syndicate as set
out below.
-- The shareholders of the Company will be asked to vote on
resolutions necessary to implement the terms of the DOCA.
The capital of the Company post the consolidation and issue of
New Shares to creditors is expected to be approximately:
3,718,761,160
Current Issued shares
4,324,141 New
Consolidated @ 1:860 Shares
Estimated new creditor 39,008,756 New
shares Shares
43,332,897 New
Total Pro-forma Shares
The issued capital of the Company will be finalised once the
formal proof of debt forms, which are required under the
administration process to confirm the debts owed by the Company,
have been received by the Administrators. This is expected to be on
or about 7 March 2014, following which a notice of meeting and
explanatory statement, including an update on the Company's
operations, will be sent to shareholders setting out the
resolutions which shareholders will have to approve in order for
the Company to progress the consolidation of the issued shares and
the debt for equity settlement under the DOCA. Application for the
admission of the consolidated share capital of the Company will be
made so that the New Shares issued to creditors pursuant to the
DOCA and the existing shares, subject to the consolidation, will
re-commence trading on the ASX and AIM at the same time. Trading is
not expected to re-commence until a fundraising by the Company has
been completed.
A further announcement will be made when the notice of meeting
is published.
John Byrne, a director of the Company intends to participate in
the lending syndicate that provides the $750,000 of initial funding
to the Company. This initial funding is to be used to fund the
Company whilst it goes through the DOCA and fundraising
processes.
The proportion of the Loan provided by Mr Byrne is yet to be
determined. However, if Mr Byrne, or his associated entities, were
to provide the full $750,000, this would be classified as a related
party transaction pursuant to the AIM Rules for Companies. The Loan
will be a secured loan, carry interest at 8% per annum and will
convert into New Shares in the Company at the same price and on the
same terms as a proposed fundraising by the Company in the near
future. The conversion may be by way of placing or underwriting of
a rights issue to all shareholders. Further details on this Loan
and proposed fundraising will be announced shortly.
The directors of Wasabi, other than Mr Byrne, having consulted
with Cenkos Securities plc, the Nominated Advisor of Wasabi,
consider that the terms of the Loan are fair and reasonable insofar
as the shareholders are concerned.
For further information, please contact:
Wasabi Energy Limited
John Byrne, Executive
Chairman +61 (0)3 9663 7132
Cenkos Securities - London
Financial Advisor, Broker
& NOMAD
Beth McKiernan/Neil McDonald +44 (0)131 220 6939
This information is provided by RNS
The company news service from the London Stock Exchange
END
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