Fragrant Prosperity Holdings Ltd Issue of Convertible Loan Notes&Change of Director (9160W)
16 Diciembre 2019 - 1:00AM
UK Regulatory
TIDMFPP
RNS Number : 9160W
Fragrant Prosperity Holdings Ltd
16 December 2019
16 December 2019
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, WITHIN, INTO OR IN THE UNITED STATES, AUSTRALIA,
CANADA, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND OR
JAPAN.
Fragrant Prosperity Holdings Limited
("FPP" or the "Company")
Issue of Convertible Loan Notes for GBP210,000, option for
further Convertible Loan Notes and change of Directors
Fragrant Prosperity Holdings Limited (the "Company"), announces
it has issued convertible loan notes raising gross cash proceeds of
GBP210,000, in order to fund general working capital purposes and
to continue its chosen strategy of seeking suitable acquisition
targets and/or investments.
Convertible Loan Notes
The Company has created a convertible loan note instrument of
GBP420,000 of which GBP210,000 has been issued to Mr. Stanley
Hutton Rumbough on 13 December 2019. Notes issued under this
instrument ("Notes") carry an interest rate of 5% per annum, which
is to be rolled up and added to principal quarterly until the
earlier of conversion or repayment of the relevant Notes. The Notes
are repayable at the option of the Company at any time after 3
months following issue and all the Notes must be repaid as a bullet
payment on the second anniversary of issue. The Notes can be
converted into ordinary shares of the Company ("Shares") at a price
of 2p by a noteholder at any time on notice provided that the
Company is able to issue the relevant Shares under the Prospectus
Regulation. Pursuant to the susbcription agreement the Company
provided a number of warranties and undertakings in respect of the
Company.
The Company has also issued an option to Mr. Stanley Hutton
Rumbough to subscribe for further Notes with a principal value of a
further GBP110,000 on or before 30 April 2020.
Mr. Stanley Hutton Rumbough's family founded the US brokerage
firms EF Hutton in 1904. EF Hutton went on to become one of the
largest brokerage firms in US history and was ultimately sold to
American Express
Change of Directors
The Company has also appointed the following directors to the
Board of Directors with immediate effect:
Craig Marshak - Chairman
Mr. Marshak has a track record of over twenty years of
investment banking experience at bulge bracket firms including
Schroders and Nomura Securities, where he was responsible for
managing a $300 million principal investment and merchant banking
fund focusing on growth and technology companies. Mr. Marshak has
personally advised on some of the leading and most complex
investment banking transactions from Israel, including
Privatisations, and complex Initial Public Offerings. Mr. Marshak
is a graduate of Duke University, London School of Economics and
Harvard Law School.
Richard Samuel - Non-Executive Director
Mr. Samuel has over 25 years in the global financial buyout
market and has deep experience in raising debt and equity financing
for privately held companies. Previous roles include senior
executive positions at leading European financial institutions,
including Alcentra limited (investment subsidiary of Bank of New
York Mellon), Intermediate Capital Group and Deutsche Bank/Morgan
Grenfell. Mr Samuel currently holds several Non-Executive board
positions which include: Simplisim Group Limited, PR Facilities
Management Limited and SGC Wine Limited; was a graduate of the
University of Toronto (B. Comm), and is a Chartered Financial
Analyst.
Robin Rice has resigned from the board with immediate effect
from 13 December 2019 to make way for the newly appointed directors
and to focus on other business interests. The Company would like to
thank Robin Rice for his service over the last 18 months and to
wish him every success for the future.
Following the appointments noted above the board will comprise
the following: Craig Marshak Chairman, Simon Retter Executive
Director, with Richard Samuel and Mahesh Pulandaran holding the
positions of Non-Executive Directors.
New Website and change of name
The Company has a new website www.fragrantprosperityholdings.com
which will become live in the coming days and will contain all up
to date regulatory and corporate information. The Board is
currently in the process of reviewing the Company's corporate
identity and is considering whether to change the name of the
Company. A further announcement will be made in due course.
Issue of Options
For services in respect of the above transaction the Company has
awarded Stonedale Management and Investments Limited (a company
controlled by Simon Retter) a cash fee of GBP10,000 and GBP50,000
of options over new Shares at a strike price of 0 pence. The number
of new shares issued upon the exercise of this option be calculated
at an issue price of the lower of (i) 2p or (ii) the weighted
average closing market mid-price for a period of 10 trading days
(if the Shares are admitted to the Official List); or the most
recent price at which Shares were issued and allotted (if the
Shares are not admitted to the Official List)
The information contained within this announcement is deemed to
constitute inside information as stipulated under the Market Abuse
Regulations (EU) No. 596/2014. Upon the publication of this
announcement, this inside information is now considered to be in
the public domain.
*Ends*
For more information:
Fragrant Prosperity Holdings Limited
Simon Retter/Craig Marshak +44 (0) 20 3137 1902
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END
IODEAAAKFALNFEF
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