Cambria Africa PLC Result of Open Offer and Issue of Shares to VAL (1308X)
17 February 2017 - 6:00PM
UK Regulatory
TIDMCMB
RNS Number : 1308X
Cambria Africa PLC
17 February 2017
Cambria Africa Plc
("Cambria" or the "Company")
Result of Open Offer and Issue of Ordinary Shares to Ventures
Africa Limited ("VAL") in terms of the VAL Loan Conversion
Further to the Company's announcements of 28 November 2016, 14
December 2016 and 31 January 2017, Cambria is pleased to announce
the result of its Open Offer and the conversion of VAL's loan into
Cambria Ordinary Shares.
Result of Open Offer
Cambria announced on 28 November 2016 an Open Offer to
Qualifying Shareholders raising up to GBP1.25 million (before
expenses) by way of the issue of 125,000,000 Offer Shares at 1.00
pence per share to Qualifying Shareholders.
The Open Offer closed for applications at 11.00 a.m. on 15
February 2017 and the Company announces that valid applications
under the Open Offer were received from Qualifying Shareholders for
15,918,606 New Ordinary Shares raising GBP159,186.06.
Applications under Open Offer Entitlements totalled 11,575,434
while 4,343,172 applications were received under the Excess
Application Facility, with an aggregate participation ratio of
12.73%. The Company is especially encouraged by support from its
individual investors. All applications were from shareholders
holding less than 3% of the Company's shares. Cambria is committed
to improving liquidity in its shares by expanding its base of
individual investors and creating value for all stakeholders.
This announcement should be read in conjunction with the full
text of the Circular posted to Shareholders on 14 December 2016, a
copy of which is available on the Company's website at
(http://www.cambriaafrica.com/investors/shareholder-documents).
Capitalised terms in this announcement have the same meaning as
given in the Circular.
Issue of Ordinary Shares in terms of the VAL Loan Conversion
Cambria also confirms that it has applied to AIM for the
admission of 125,000,000 Ordinary Shares of 0.01p each in the
Company in respect of the conversion into Cambria Ordinary Shares
of GBP1.25 million, or approximately $1.55 million, of VAL's loans
to Cambria.
It is anticipated that trading in the shares issued under the
Open Offer and in respect of the VAL Loan Conversion will commence
on 22 February 2017 ("Admission"). Following Admission, the Company
will have 352,573,768 total shares in issue. Cambria has no shares
in Treasury, therefore this figure may be used by shareholders,
from Admission, as the denominator for the calculations by which
they will determine if they are required to notify their interest
in, or a change in their interest in, the share capital of the
Company under the FCA's Disclosure and Transparency Rules.
Following Admission, as a result of converting its loan to the
company of $1.55 million into equity, VAL will own 232,000,000
Ordinary Shares in the Company, representing 65.8% of the issued
share capital of the Company. As the ultimate beneficial owner of
VAL, Samir Shasha, CEO of the company, has further aligned his
interest in Cambria by increasing his beneficial ownership from
50.55% to 65.8%.
This announcement includes inside information as defined in
Article 7 of the Market Abuse Regulation No. 596/2014 and is
disclosed in accordance with the Company's obligations under
Article 17 of those Regulations.
Contacts
Cambria Africa Plc: www.cambriaafrica.com
Samir Shasha +44 (0) 207 669 0115
Email: info@cambriaafrica.com
WH Ireland Limited: www.wh-ireland.co.uk
James Joyce / Nick Prowting +44 (0) 20 7220 1666
NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS
DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY
ASSOCIATED WITH THEM
1 Details of the person discharging managerial responsibilities/person closely associated
---- ----------------------------------------------------------------------------------------------------------------
a) Name Samir Shasha
---- -------------------------------------------------------- ------------------------------------------------------
2 Reason for the notification
---- ----------------------------------------------------------------------------------------------------------------
a) Position/status Chief Executive Officer, Cambria Africa Plc
---- -------------------------------------------------------- ------------------------------------------------------
b) Initial notification/ Amendment Initial Notification
---- -------------------------------------------------------- ------------------------------------------------------
3 Details of the issuer, emission allowance market participant, auction platform, auctioneer
or auction monitor
---- ----------------------------------------------------------------------------------------------------------------
a) Name Cambria Africa Plc
---- -------------------------------------------------------- ------------------------------------------------------
b) LEI N/A
---- -------------------------------------------------------- ------------------------------------------------------
4 Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii)
each type of transaction; (iii) each date; and (iv) each place where transactions have been
conducted
---- ----------------------------------------------------------------------------------------------------------------
a) Description of the financial instrument, type of Ordinary Shares of 0.01p each
instrument
Identification code IM00B28CVH58
---- -------------------------------------------------------- ------------------------------------------------------
b) Nature of the transaction Conversion of loan from ultimate beneficially owned
company, Ventures Africa Limited
---- -------------------------------------------------------- ------------------------------------------------------
c) Price(s) and volume(s) Price(s) Volume(s)
-------------- -----------------------
1p 125,000,000
-------------- -----------------------
---- -------------------------------------------------------- ------------------------------------------------------
d) Aggregated information
* Aggregated volume 125,000,000
1p
* Price
------------------------------------------------------------- ------------------------------------------------------
e) Date of the transaction 15 February 2017
---- -------------------------------------------------------- ------------------------------------------------------
f) Place of the transaction London Stock Exchange, AIM
---- -------------------------------------------------------- ------------------------------------------------------
This information is provided by RNS
The company news service from the London Stock Exchange
END
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