TIDMCIP
RNS Number : 1821I
CIP Merchant Capital Ltd
13 April 2022
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
(INCLUDING THE UNITED STATES) WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION .
For immediate release
13 April 2022
CIP MERCHANT CAPITAL LIMITED
("CIP" or the "Company")
Update re Final Offer : Release of Irrevocable Undertakings
and
Update re Coro Energy plc
Further to the Company's announcement of 1 April 2022, noting
that, inter alia, Corporation Financière Européenne S.A. ("CFE")
had declared its Final Offer at a price of 60 pence per Ordinary
Share to be wholly unconditional, CIP has agreed to terminate all
irrevocable undertakings entered into in respect of the Final Offer
by certain CIP Shareholders, as detailed below.
By way of background, on 14 February 2022, the Company published
a circular to shareholders in response to the original Offer by CFE
at a price of 55 pence per Ordinary Share. On the same date, each
of Adrian Collins, Carlo Sgarbi, Goldfinch S.A. (a company wholly
owned in equal proportion by Marco Fumagalli and Carlo Sgarbi),
John Falla and Stefano Campanovo (the "Irrevocable Providers")
provided irrevocable undertakings not to accept any offer made by
CFE for the Ordinary Shares in CIP not already held by CFE (or any
persons acting in concert with it) (the "Irrevocable
Undertakings").
As CFE has subsequently declared its Final Offer to be wholly
unconditional, the Company, Strand Hanson and the Irrevocable
Providers have entered into deeds of termination in respect of the
Irrevocable Undertakings and accordingly the Irrevocable Providers
are now free to accept the Final Offer or sell their interests in
the Ordinary Shares representing, in aggregate, 13.27 per cent. of
the Company's issued share capital.
The CIP Board would note that CFE, in its latest Acceptance
Level Update, dated 11 April 2022, stated that it held 27,509,589
CIP Shares, and had received valid acceptances of its Increased
Offer in respect of 3,997,924 CIP Shares, representing 14.54 per
cent. of the CIP Shares to which the Increased Offer relates , such
that, in aggregate, CFE owns or has received valid acceptances in
respect of a total of 31,507,513 CIP Shares, representing 57.29 per
cent. of the issued share capital of CIP.
Coro Energy plc - Completion of Debt Restructuring
The Board also notes the announcement by Coro Energy plc
("Coro") on 11 April 2022 confirming the completion of the
restructuring of its Luxembourg listed Eurobonds, which comprise
EUR11.25 million Tranche A Eurobonds paying an annual cash coupon
of 5 per cent. per annum and EUR11.25 million Tranche B Eurobonds
accruing interest at a rate of 5 per cent. per annum payable in
cash on redemption (together the "Notes"), as previously announced
on 3 March 2022. As a result:
-- the maturity of the Notes will be extended by two years to 12
April 2024 (the "Maturity Date");
-- all cash interest payments on the Notes will be removed prior
to the Maturity Date whilst increasing the coupon to 10 per
cent.;
-- Coro will continue to actively pursue and support Conrad Asia
Energy LTD (the operator of the Duyung PSC) to pursue the sale of
the Duyung PSC asset; and
-- in the event of a sale of the Company's interest in Duyung
PSC, the net cash proceeds of such disposal(s) will be utilised to
first repay the capital and rolled up interest on the Notes and
thereafter to distribute 20 per cent. of remaining net proceed(s)
to holders of the Notes. The remaining net proceeds of any sale(s)
will be retained and/or distributed to Coro's shareholders by the
Company.
CIP currently holds EUR4.05 million (principal amount) of the
Tranche A Eurobonds issued by Coro in April 2019. In addition, CIP
holds 150,684,929 ordinary shares in Coro and 8,524,305 warrants in
Coro, each convertible into 10 ordinary shares in Coro at an
exercise price of 4 pence per warrant.
Unless otherwise defined, terms used in this announcement shall
have the same meanings as those set out in the Company's
announcement of 23 March 2022.
Enquiries :
CIP Merchant Capital Limited
Wikus van Schalkwyk +44 1481 749363
Strand Hanson Limited
(Financial & Nominated Adviser and Broker)
Stuart Faulkner / Matthew Chandler / James Bellman
/ Rob Patrick +44 20 7409 3494
Additional information
The information contained in this announcement is deemed to
constitute inside information as stipulated under the Market Abuse
Regulation (EU) No. 596/2014 (which applies in the United Kingdom
by operation of the European Union (Withdrawal) Act 2018 (as
amended)). The person responsible for arranging release of this
announcement on behalf of CIP is Adrian Collins.
Strand Hanson Limited ("Strand Hanson"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority,
is acting exclusively as financial adviser, nominated adviser and
broker to CIP and no-one else in relation to the Final Offer and/or
other matters described in this announcement and will not be
responsible to anyone other than CIP for providing the protections
afforded to clients of Strand Hanson nor for providing advice in
relation to the Final Offer, the contents of this announcement or
any other matter referred to herein. Neither Strand Hanson nor any
of its subsidiaries, branches or affiliates owes or accepts any
duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise)
to any person who is not a client of Strand Hanson in connection
with the Final Offer, this announcement, any statement contained
herein or otherwise.
Publication on a website
In accordance with Rule 26.1 of the Code, a copy of this
announcement will be made available on CIP's website at:
www.cipmerchantcapital.com (subject to certain restrictions
relating to persons resident in restricted jurisdictions) by no
later than 12 noon (London time) on 14 April 2022. For the
avoidance of doubt, the content of the website referred to in this
announcement is not incorporated into and does not form part of
this announcement.
Availability of hard copies
Shareholders may request hard copies of any document published
on the Company's website in connection with the Final Offer by
contacting the Company's registrar at: Computershare Investor
Services (Guernsey) Limited, 13 Castle Street, St Helier, Jersey
JE1 1ES (telephone number: +44 (0)370 707 4040 or email:
info@computershare.co.je) . Shareholders may also request that all
future documents, announcements and information to be sent to them
in relation to the Final Offer should be in hard copy form.
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END
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