TIDMINX
RNS Number : 4843L
i-nexus Global PLC
13 September 2021
THIS ANNOUNCEMENT, INCLUDING THE APPIX, AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN,
INTO OR FROM THE UNITED STATES, CANADA, JAPAN, THE REPUBLIC OF
SOUTH AFRICA, AUSTRALIA, NEW ZEALAND OR ANY OTHER JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF THAT JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES
AT THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMATION,
OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE
OR DISPOSE OF ANY SECURITIES IN I-NEXUS GLOBAL PLC OR ANY OTHER
ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT
OF ITS DISTRIBUTION, SHALL FORM THE BASIS OF, OR BE RELIED ON IN
CONNECTION WITH ANY INVESTMENT DECISION IN RESPECT OF IN I-NEXUS
GLOBAL PLC.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF EU REGULATION 596/2014 ("MAR").
i-nexus Global PLC
("i-nexus", the "Company" or the "Group")
Proposed issue of up to GBP0.65 million of Fixed Rate Unsecured
Convertible Redeemable Loan Notes
The Company announces that it is proposing to raise up to
GBP0.65 million (before expenses) by way of the issue of up to
GBP0.65 million of Fixed Rate Unsecured Convertible Redeemable Loan
Notes ("2021 Convertible Loan Notes") ("the Proposed Transaction").
The 2021 Convertible Loan Notes will be unlisted and
non-transferable and no offer or invitation is being made to
Shareholders more generally to purchase, acquire or subscribe for
any of the Convertible Loan Notes in conjunction with the Proposed
Transaction.
Highlights
-- Proposed issue of up to GBP0.65 million of Fixed Rate
Unsecured Convertible Redeemable Loan Notes.
-- The net proceeds of the Proposed Transaction of up to GBP0.62
million will provide much needed additional working capital to
allow the emerging sales and pipeline momentum to be reflected
within operating results and cashflow and will be applied entirely
towards meeting the Company's ongoing working capital
requirements.
-- The Convertible Loan Notes are unsecured and
non-transferrable and no application will be made for their
admission to trading on any recognised securities exchange.
-- The holders will have the right to convert the 2021
Convertible Loan Notes they hold into ordinary shares of GBP0.10
each in the capital of the Company ("Ordinary Shares") at a price
of 10 pence per Ordinary Share ("the Conversion Price") at any time
on or prior to 29 September 2024.
-- The Conversion Price represents a premium of approximately 55
per cent. to the closing middle market price of 6.45 pence of an
Ordinary Share on 10 September 2021, being the latest practicable
trading day prior to the publication of this Announcement.
-- Richard Cunningham, the Non-Executive Chairman, has agreed to
participate in the Proposed Transaction and has agreed to subscribe
for the Convertible Loan Notes following the passing of the
resolutions by Shareholders at a general meeting of the Company (
"General Meeting" ) ( "Resolutions" ) proposed in a circular, which
will shortly be despatched to Shareholders ( "Circular" ).
-- The Directors other than Richard Cunningham ("the Independent
Board") are strongly of the belief that the Proposed Transaction is
the only viable available option for securing the investment that
is necessary to support the Company in the near term, having regard
to the need to restore certainty of funding within a limited
timeframe.
-- The Proposed Transaction is conditional on the passing of the
Resolutions by Shareholders at the General Meeting, including a
special resolution which will give the Directors the required
authority to disapply statutory pre-emption rights in respect of
the potential future issue of new Ordinary Shares upon conversion
of the 2021 Convertible Loan Notes.
Simon Crowther, CEO of i-nexus, commented:
"The recent traction we have seen in our sales pipeline has
given us much cause for optimism, however this positive progress
will take time to flow through into our financial results. We are
therefore grateful for the continued support of our investors,
providing us with the funding to execute on our strategy in the
near term. We see growing interest in enterprise level strategy
execution and the i-nexus offering, with pre-pipeline activity in
the form of inbound enquiries reaching record levels during August,
a traditionally quiet month for us, and are confident we have the
right technology platform to deliver on this growing
opportunity."
1. Introduction
On 2 September 2021, the Company provided an update on its
trading and financial position, which included a statement that the
Board had concluded that a modest injection of additional capital
would provide the Group with the necessary financial flexibility to
allow management to build upon the positive pipeline momentum that
the Group has recently experienced. It was also announced that the
Board had opened discussions with existing holders of convertible
loan notes to establish if they were willing to provide the
additional capital needed.
The Company announces that it has concluded those discussions
and is proposing to raise in aggregate up to GBP0.65 million
(before expenses) by way of the issue of 2021 Convertible Loan
Notes to the Investors. The 2021 Convertible Loan Notes will be
unlisted and non-transferable and no offer or invitation is being
made to Shareholders more generally to purchase, acquire or
subscribe for any of the 2021 Convertible Loan Notes in conjunction
with the Proposed Transaction. The Company completed a previous
issue of convertible loan notes in November 2020 and the 2021
Convertible Loan Notes now proposed to be issued carry
substantially equivalent terms to those previously issued.
Richard Cunningham, the Non-Executive Chairman, has agreed to
participate in the Proposed Transaction and is one of the Investors
who has agreed to subscribe for the 2021 Convertible Loan Notes
following the passing of the Resolutions by Shareholders at the
General Meeting. Richard Cunningham's participation in the Proposed
Transaction is a related party transaction for the purposes of Rule
13 of the AIM Rules and, as a result, Richard Cunningham has not
been involved in the decisions taken by the Board to proceed with
the Proposed Transaction.
The Independent Board is strongly of the belief that the
Proposed Transaction is the only viable available option for
securing the investment that is necessary to support the Company in
the near term, having regard to the need to restore certainty of
funding within a limited timeframe.
The Proposed Transaction is conditional on the passing of the
Resolutions by Shareholders at the General Meeting, including a
special resolution which will give the Directors the required
authority to disapply statutory pre-emption rights in respect of
the potential future issue of new Ordinary Shares upon conversion
of the 2021 Convertible Loan Notes.
The Independent Board strongly believes that the Proposed
Transaction is in the best interests of the Company and its
Shareholders as a whole. The Independent Board also stresses that
it is very important that Shareholders vote in favour of the
Resolutions at the General Meeting, as those Directors who hold
Ordinary Shares intend to do. The Independent Board believes that
if the Resolutions are not passed at the General Meeting and so the
Proposed Transaction does not proceed and in the absence of
immediately available alternative sources of funding, it is likely
that in the very near future the Company may not be able to meet
its obligations as they fall due, thereby forcing the Board to
consider entering into administration or some other form of
insolvency procedure under which the prospects for recovery of
value, if any, by Ordinary Shareholders would be uncertain.
2. Background to and reasons for the Proposed Transaction, current trading and prospects
The ongoing risks to the Company's recovery plan of the effects
of the COVID-19 Pandemic were highlighted within the opening
statement to the Chief Executive's report on the interim results
announced at the end of May 2021. It was reported then that the
challenges experienced in the prior financial year had continued
into the first half of this financial year, with new business
generation impacted by continued enterprise budgetary restrictions.
The adverse impact of the COVID-19 Pandemic has continued to be
observed since, in the form of extended sales lead times and less
predictable customer behaviours. In response, management's
priorities have been to exploit the growing sales pipeline, to
continue to focus on cash conservation, and to further reduce the
operating cost base as necessary.
On 2 September 2021 the Company issued an update on the Group's
trading and financial position. Within that statement the Board
reported that the business is now enjoying an increasingly positive
engagement with its prospects and customers, demonstrated by the
winning of three contracts in recent months, including two new
logos, with two further deals nearing completion. These are the
first new contracts to have been won by the Company for over nine
months. Pipeline activity and in particular the number of prospects
that are undertaking trials or pilots is also encouraging; and
pre-pipeline activity in the form of inbound enquiries reached
record levels during August 2021, a traditionally quiet month for
the Company. Taken together these developments suggest that
momentum is building.
Whilst welcome, this recent pick up in sales has taken longer to
emerge than anticipated and, as is typical with new contract wins,
initial MRR generated from those contracts is modest. During the
same period, revenue foregone as a result of unbudgeted
non-renewing contracts within our existing accounts has proven to
be higher than we anticipated. In recent months, four existing
accounts with a combined cash value of approximately GBP500k have
decided not to renew. In response, the monthly operating cost base
has been further reduced to GBP270k, from GBP360k at the beginning
of the calendar year and a peak of over GBP800k in 2019. As a
result, operating performance has been restored to EBITDA breakeven
from June 2021 onwards.
More than offsetting the impact of the new contract wins, the
unbudgeted non-renewal of existing accounts identified above has
seriously eroded our short-term working capital and represents a
substantial cash loss compared to our cash flow scenario planning.
The latest available financial forecasts show a cash shortfall
building during the next quarter, before reversing in line with our
typical seasonal trading profile. We have also deferred GBP120k of
PAYE/NI payments by arrangement with HMRC. It is against this
background that the Independent Board is seeking to implement the
Proposed Transaction to provide the necessary near term financial
headroom to allow the emerging sales and pipeline momentum to be
reflected within operating results and cashflow.
At the time of the interim results update, the Board noted that
whilst the injection of funds received in November 2020 had
provided the flexibility to satisfy the Group's near-term funding
requirements, there could be no guarantee that these funds would
provide sufficient working capital in the longer term in light of
the risks the Group still faced. In view of the sudden
deterioration in the Group's current and near term forecast cash
position during the current quarter, the Independent Board is
strongly of the belief that the Proposed Transaction is the only
viable option for securing the investment that is necessary to
support the Company in the near term, having regard to the need to
restore certainty of funding within a limited timeframe.
3. The Proposed Transaction
The Company has entered into a loan note instrument in
connection with the 2021 Convertible Loan Notes ("Convertible Loan
Note Instrument") pursuant to which the Company has created 2021
Convertible Loan Notes up to an aggregate principal amount of
GBP0.65 million. The issue of the 2021 Convertible Loan Notes is
conditional only upon the passing of the Resolutions at the General
Meeting.
The 2021 Convertible Loan Notes are unsecured and
non-transferrable and no application will be made for their
admission to trading on any recognised securities exchange.
The Convertible Loan Note Instrument gives the holders of the
2021 Convertible Loan Notes the right to convert the 2021
Convertible Loan Notes they hold into Ordinary Shares at a price of
10 pence per Ordinary Share (which represents a premium of
approximately 55 per cent. to the closing middle market price of
6.45 pence an Ordinary Share on 10 September 2021, being the latest
practicable trading day prior to the date of this document) at any
time on or prior to 29 September 2024.
The Investors have entered into irrevocable undertakings with
the Company whereby each of them has agreed irrevocably and, save
only for the passing of the Resolutions at the General Meeting,
unconditionally to subscribe for an aggregate amount of GBP600,000
of 2021 Convertible Loan Notes and discussions are ongoing with a
view to procuring a subscription commitment or commitments for the
balance of GBP50,000:
Subscriber Aggregate amount of Convertible
Loan Notes
Herald Investment Management GBP500,000
Limited ("Herald")
--------------------------------
Richard Cunningham GBP37,500
--------------------------------
Antrak Limited GBP25,000
--------------------------------
Financiere de L'Audiovisuel GBP37,500
--------------------------------
Upon the passing of the Resolutions, the Company shall issue the
2021 Convertible Loan Notes to the Investors and any further
subscribers and execute and deliver certificates in respect of the
2021 Convertible Loan Notes in the aggregate amounts finally
subscribed for.
A copy of the draft Convertible Loan Note Instrument will be
available for inspection at the Company's registered office from
the date of this document until the time and date of the General
Meeting.
4. Related Party Transactions
Richard Cunningham is a Director of the Company and its
Non-Executive Chairman, whilst Herald is currently, prior to the
Proposed Transaction and as at the date of this document,
interested in (in aggregate) 4,031,490 Ordinary Shares,
representing approximately 13.6 per cent. of the existing Ordinary
Share capital of the Company, and is therefore regarded as a
"Substantial Shareholder" for the purposes of the AIM Rules.
Richard Cunningham has agreed to subscribe for 2021 Convertible
Loan Notes with an aggregate par value of GBP37,500 and Herald has
agreed to subscribe for 2021 Convertible Loan Notes with an
aggregate par value of GBP500,000 pursuant to the Proposed
Transaction. Richard Cunningham's and Herald's respective
participations in the Proposed Transaction constitute related party
transactions under Rule 13 of the AIM Rules.
The Independent Board considers, having consulted with Singer
Capital Markets, that the terms of Richard Cunningham's and
Herald's respective participations in the Proposed Transaction are
fair and reasonable in so far as Shareholders are concerned.
Herald's participation in the Proposed Transaction along with their
participation in the previous convertible loan note issue in
November 2020, would, if the total number of shares in issue remain
the same, represent a fully diluted holding in excess of 29.9 per
cent should all of the loan notes they hold and the accrued
interest thereon under both instruments be converted. However,
there is a contractual provision in both convertible loan note
instruments that neither Herald nor the Company can invoke a
conversion of such number of loan notes held by Herald that could
result in Herald's shareholding exceeding 29.9 per cent.
5. Effect of the Proposed Transaction and Use of Proceeds
The net proceeds of the Proposed Transaction of up to GBP0.62
million will provide much needed additional working capital to
allow the emerging sales and pipeline momentum to be reflected
within operating results and cashflow and will be applied entirely
towards meeting the Company's ongoing working capital
requirements.
After taking into account the receipt of the minimum net
proceeds of the Proposed Transaction of GBP0.57 million, the
Directors are of the opinion that the Group has sufficient working
capital for its present requirements, that is for at least the next
12 months. In reaching this conclusion the Directors have modelled
a downside scenario under which they assume a further slight
decrease in monthly recurring revenues during the FY22 financial
year. Whilst their internal modelling demonstrates continuing cash
headroom in the event that this revenue profile occurs, the
Company's viability in the longer term remains critically dependent
on its ability to capitalize on current positive momentum by
securing a modest level of new sales to existing and potential
customers. Given the nature of the COVID-19 Pandemic it is not
possible to know the potential impact of the ongoing crisis on the
activities of the Group for FY22 and beyond and, in particular, it
is possible that as a direct or indirect result the Company will
continue to experience a slower and/or lower sales conversion rate
than the Directors have modelled within their downside case
financial projections. This could in turn have a material adverse
effect on the Group's business, results of operations, financial
condition and prospects.
6. Potential dilutive effect resulting from the Proposed Transaction
The 2021 Convertible Loan Notes are capable of being converted
into new Ordinary Shares at a price of 10 pence per Ordinary Share.
In the circumstances whereby all of the principal amounts of the
2021 Convertible Loan Notes are converted and all of the rolled-up
interest attributable to the 2021 Convertible Loan Notes is also
converted on the same basis they will upon full conversion
represent an increase in the issued ordinary share capital of the
Company (assuming there has not been any other share issuance in
the meantime) of a minimum of approximately 25.2 per cent. and a
maximum of approximately 27.3 per cent.
The previous issue of convertible loan notes concluded in
November 2020 are also capable of being converted into new Ordinary
Shares at a price of 10 pence per Ordinary Share. In the
circumstances whereby all of the principal amounts of the previous
issue of convertible loan notes are converted and all of the
rolled-up interest attributable to such notes is also converted on
the same basis they will upon full conversion represent an increase
in the issued ordinary share capital of the Company (assuming there
has not been any other share issuance in the meantime) of
approximately 55.6 per cent.
Accordingly, when the effect of the Proposed Transaction is
added to the effect of the previous issue of convertible loan
notes, then the maximum number of new Ordinary Shares issued to
satisfy full conversion of both tranches of convertible loan notes,
including rolled-up interest, would represent an increase in the
issued ordinary share capital of the Company of a minimum of
approximately 80.7 per cent. and a maximum of approximately 82.8
per cent., and so existing Shareholders would experience aggregate
dilution of between 44.7 per cent. and 45.3 per cent.
7. General Meeting
The Company will shortly dispatch the Circular to Shareholders
convening the General Meeting of the Company to be held at 10.00
a.m. on 29 September 2021 at Saffery Champness, 71 Queen Victoria
Street, London, EC4V 4BE, at which the Resolutions summarised below
will be proposed:
Resolution one - authority to allot securities
Resolution one is proposed as an ordinary resolution. This means
that, for the Resolution to be passed, more than 50 per cent. of
the votes cast must be in favour of the Resolution. Resolution one
grants the Directors authority to allot Ordinary Shares, or grant
rights to subscribe for or convert any security into Ordinary
Shares, up to an aggregate nominal value of GBP806,000. This will
enable the Directors to issue the 2021 Convertible Loan Notes to
the Investors and any further subscribers. The authority granted by
this resolution shall expire on 29 September 2024.
Resolution two - disapplication of pre-emption rights
Resolution two is proposed as a special resolution. This means
that, for the Resolution to be passed, at least 75 per cent. of the
votes cast must be in favour of the Resolution. Resolution two
shall disapply the statutory pre-emption provisions set out in the
Companies Act in respect of the allotment of Ordinary Shares, or
granting of rights to subscribe for or convert any security into
Ordinary Shares, up to an aggregate nominal value of GBP806,000.
This disapplication shall expire on 29 September 2024.
Resolution two is conditional on Resolution one being passed so
that, if Resolution one is not passed, neither of the Resolutions
will become effective and the issue of 2021 Convertible Loan Notes
will not be implemented.
8. Irrevocable Undertakings
Each of the Directors and each of the Investors have given an
irrevocable undertaking to vote in favour of the Resolutions in
respect of their own beneficial holdings (and that of their
associates) of Ordinary Shares, together totalling 8,990,805,
representing in aggregate 30.40 per cent. of the issued Ordinary
Shares.
9. Importance of the vote
IT IS VERY IMPORTANT that Shareholders vote in favour of the
Resolutions at the General Meeting. The Independent Board believes
that if the Resolutions are not passed at the General Meeting and
so the Proposed Transaction does not proceed and in the absence of
immediately available alternative sources of funding, it is likely
that in the very near future the Company may not be able to meet
its obligations as they fall due, thereby forcing the Board to
consider entering into administration or some other form of
insolvency procedure under which the prospects for recovery of
value, if any, by Ordinary Shareholders would be uncertain.
10. Recommendation
The Independent Board strongly believes that the Proposed
Transaction is in the best interests of the Company and its
Shareholders as a whole. Accordingly, the Independent Board
recommend that Shareholders vote in favour of the Resolutions to be
proposed at the General Meeting as those members of the Board (and
that of their associates) intend to do in respect of their entire
beneficial holdings of 2,827,631 Ordinary Shares representing 9.56
per cent. of the current issued Ordinary Share capital.
The person responsible for arranging the release of this
Announcement on behalf of the Company is Alyson Levett, Chief
Financial Officer.
For further information please contact:
i-nexus Global plc Via: Alma PR
Simon Crowther, CEO
Alyson Levett, CFO
Singer Capital Markets (Nominated Tel: +44 (0)207 496
Adviser and Broker) 3000
Sandy Fraser / Alaina Wong (Corporate
Finance)
Tom Salvesen (Corporate Broking)
Alma PR Tel: +44 (0) 203 405
Caroline Forde / Josh Royston / Robyn 0212
Fisher
Important Notices
Singer Capital Markets, which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority, is acting for
the Company and no one else in connection with the Proposed
Transaction and will not be responsible to any person other than
the Company for providing the regulatory and legal protections
afforded to clients of Singer Capital Markets nor for providing
advice in relation to the contents of this announcement or any
matter, transaction or arrangement referred to in it. Singer
Capital Markets has not authorised the contents of, or any part of,
this document and no liability whatsoever is accepted by Singer
Capital Markets for the accuracy of information or opinion
contained in this announcement or for the omission of any
information.
A copy of this announcement will be available on the website of
i-nexus Global plc at (http://www.i-nexus.com) .
Forward-Looking Statements
This announcement includes statements that are, or may be deemed
to be, "forward-looking statements" which reflect the Directors'
current views, interpretations, beliefs or expectations with
respect to the financial performance, business strategy and plans
and objectives of management for future operations of the Group.
These statements include forward-looking statements with respect to
the Group and the sector and industry in which the business
currently operates. Statements which include the words "believes",
"estimates", "plans", "projects", "anticipates", "expects",
"intends", "may", "aims", "targets", "will", "should" or, "future",
"opportunity", "potential" or, in each case, their negatives, and
similar statements of a future or forward-looking nature identify
forward-looking statements. These forward-looking statements
include matters that are not historical facts. They appear in a
number of places throughout this document. Forward-looking
statements may and often do differ materially from actual results.
Any forward-looking statements in this document are based on
certain factors and assumptions, including the Directors' current
view with respect to future events and are subject to risks
relating to future events and other risks, uncertainties and
assumptions relating to the Company's operations, results of
operations, growth strategy and liquidity. While the Directors
consider these assumptions to be reasonable based upon information
currently available, they may prove to be incorrect. Save as
required by law or by the AIM Rules, the Company undertakes no
obligation to publicly release the results of any revisions to any
forward-looking statements in this document that may occur due to
any change in the Directors' expectations or to reflect events or
circumstances after the date of this document.
APPIX
SUMMARY TERMS OF THE CONVERTIBLE LOAN NOTE
The key terms and conditions of the Convertible Loan Note
Instrument are as follows:
a) The issue of the 2021 Convertible Loan Notes is conditional
only on the passing of the Resolutions at the General Meeting.
There are no other conditions to the issue of the 2021 Convertible
Loan Notes.
b) The aggregate nominal value of the 2021 Convertible Loan
Notes is up to GBP650,000 and there is a minimum subscription
amount of GBP2,500 by an Investor or a subscriber for 2021
Convertible Loan Notes.
c) The 2021 Convertible Loan Notes are unsecured and
non-transferrable and no application will be made for their
admission to trading on any recognised securities exchange.
d) The Investors have irrevocably agreed to subscribe for the
amount of the 2021 Convertible Loan Notes as set out against their
names above immediately upon the passing of the Resolutions at the
General Meeting.
e) Following the issue of the 2021 Convertible Loan Notes, the
Investors and any further subscribers may issue a conversion notice
before the date on which the 2021 Convertible Loan Notes are to be
redeemed (see h below) notifying the Company that they wish to
convert part or all of their 2021 Convertible Loan Notes into
Ordinary Shares at a conversion price of 10 pence per Ordinary
Share.
f) The Investors and any further subscribers may convert the
2021 Convertible Loan Notes they hold, in whole or in part, at
their sole discretion, provided that the conversion will not result
in a holder of 2021 Convertible Loan Notes, together with any
persons acting in concert with it, being interested in Ordinary
Shares carrying in aggregate more than 29.9 per cent. of the voting
rights of the Company and, in the event of any election to convert
being made following an offer that is made to all holders of
Ordinary Shares in the Company to acquire such number of Ordinary
Shares that would give an offeror (and those acting in concert with
them) to cast more than 50 per cent. of the votes, then this
limitation shall continue to apply, but any 2021 Convertible Loan
Notes held in excess of 29.9 per cent. on conversion can be
redeemed at the higher of their par value and the highest offer
price made by the offeror during an offer period.
g) The Company is entitled at any time following the date which
is 12 months after the date of issue of the 2021 Convertible Loan
Notes to require the Investors and any further subscribers to
convert, in whole or in part, their 2021 Convertible Loan Notes on
a pro-rata basis into Ordinary Shares at the conversion price of 10
pence per Ordinary Share, provided the closing bid price of an
Ordinary Share as shown in the Daily Official List of the London
Stock Exchange for a period of at least 60 consecutive days is
equal to or exceeds GBP0.79 per Ordinary Share.
h) Any 2021 Convertible Loan Notes not converted shall be redeemed on 29 September 2024.
i) Interest shall accrue on the 2021 Convertible Loan Notes at a
fixed rate of 8 per cent. per annum and shall roll up, but shall
not be compounded, and all accrued interest that is outstanding
shall be payable in full on the date the 2021 Convertible Loan
Notes are redeemed or, alternatively, the Investors and any further
subscribers may choose to convert the rolled up interest into
Ordinary Shares at the same conversion price of 10 pence per
Ordinary Share.
j) In the event that the Company is in default of any payment
obligation under the Convertible Loan Note Instrument, default
interest shall accrue (compounded quarterly) at the higher of 10
per cent. per annum and the base rate for the time being of
Barclays Bank plc.
k) The Convertible Loan Note Instrument sets out certain events
of default, on the occurrence of which the holders of 2021
Convertible Loan Notes may, in their sole discretion, require
immediate repayment of the amounts due to them in respect of the
2021 Convertible Loan Notes. These include:
a. the Company failing to make any payment due under the
Convertible Loan Note Instrument within seven days of such payment
becoming due;
b. material breach by the Company of the Convertible Loan Note
Instrument which is not cured within 30 days;
c. a breach of warranty given by the Company pursuant to the Convertible Loan Note Instrument;
d. the Company ceasing or threatening to cease or becoming
unable to pay its debts as they become due or ceasing to carry on
all or substantially all of its business;
e. an encumbrancer taking possession or a receiver,
administrative receiver, administrator or similar officer being
appointed in respect of the whole or any substantial part of the
Company's undertaking, property or assets; or
f. the Company initiating or consenting to bankruptcy, insolvency or composition proceedings.
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END
IODVLLFFFKLLBBK
(END) Dow Jones Newswires
September 13, 2021 02:00 ET (06:00 GMT)
I-nexus Global (LSE:INX)
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I-nexus Global (LSE:INX)
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