Armour Group PLC Replacement Loan Facility (9835J)
24 Julio 2013 - 1:00AM
UK Regulatory
TIDMAMR
RNS Number : 9835J
Armour Group PLC
24 July 2013
Armour Group plc ("Armour" or the "Group")
Replacement Loan facility
Armour, the UK's leading consumer electronics group focused on
the in-car communications and entertainment and home entertainment
markets, announces that Hawk Investment Holdings Limited ("Hawk")
has agreed to lend the Group GBP2.0 million ("New Loan") which will
replace the existing loan of GBP2.0 million from Hawk ("Existing
Loan") which expires on 24 July 2013.
The terms of the New Loan will be the same as the terms of the
Existing Loan, which include Hawk having the right to convert the
New Loan into ordinary shares in the event that the Company issues
equity in a future fundraise. Any conversion would be subject to
consent of the Takeover Panel and approval by shareholders
independent of Hawk, to waive the obligation on Hawk and associated
parties to make a general offer for the Company pursuant to Rule 9
of the Takeover Code which might otherwise arise on such
conversion. Subject to the above, Hawk will have the right to
convert the capital and accrued interest of the New Loan into
equity at the lower of the issue price of any equity at the time of
a fundraise or average mid-market closing price of such ordinary
shares over the five Business Days preceding such fundraise. The
New Loan will expire 364 days following the receipt of funds should
it not be converted.
The Existing Loan will be repaid on 24 July 2013 and the Company
expects to receive the New Loan on or before 6 August 2013. During
the interim period, the Company has agreed a bridging loan
("Interim Loan") of GBP2.0 million from Groundlinks Limited
("Groundlinks"). The Interim Loan carries interest at 12% per annum
based on a 365 day year. The Interim Loan has no conversion rights.
It is expected to be utilised for a maximum of ten business days
from 24 July 2013 and drawdown of the New Loan allows the Interim
Loan to be repaid.
The New Loan carries an interest rate of 1% per month and can be
repaid at any time at the request of the Company with no early
redemption cost. The New Loan will be secured by way of a
debenture, which will rank behind the security in respect of the
funding facilities provided by GE Commercial Finance Limited.
Hawk is an investment vehicle controlled by ALR Morton. Hawk
owns 29.9% of the issued ordinary share capital of Armour and is
deemed to be in concert with various other parties as detailed in
the circular of 28 January 2011. Groundlinks owns 2.1% of the
issued ordinary share capital of Armour and is considered to be a
related party of ALR Morton. In aggregate, ALR Morton and persons
acting in concert with him, hold 39.1% of the issued ordinary share
capital of Armour.
Due to the above shareholding and ALR Morton's position as
Chairman of Armour, the New Loan from Hawk and the Interim Loan
from Groundlinks are deemed to be related party transactions under
Rule 13 of the AIM Rules. The Independent Directors (being all
directors excluding ALR Morton), having consulted with the Group's
nominated adviser finnCap, consider that the proposed transactions
are fair and reasonable insofar as the Group's shareholders are
concerned.
Further Details:
Armour Group plc: Tel: 01892 502700
George Dexter
John Harris
FinnCap: Tel: 020 7220 0500
Geoff Nash
Ben Thompson
Stephen Norcross (Broking)
This information is provided by RNS
The company news service from the London Stock Exchange
END
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