On 20 February 2020, the Company announced that it had entered into an agreement for a zero-coupon, second ranking, unsecured £8 million ($10.5 million) convertible loan note facility (the "Facility"), with a substantial Bahamian based institutional family-office investor (on terms and conditions that are more fully described in the announcement made by the Company on that date).
Pursuant to that Facility, the Company made an initial draw-down of £2.7 million, which under the terms of the Facility saw the Company receive cash proceeds of £2.43 million. The Company has now received a conversion notice in respect of £1.44 million of that initial draw-down, and in accordance with the terms of the Facility, the Company will proceed to issue 48,000,000 new ordinary shares (the "Conversion Shares") to the investor. Thereafter, a remaining amount of £1.26 million of convertible notes will remain on issue, and which remain subject to conversion or redemption in accordance with their terms and conditions. At the Company's option, and as more fully described in the Company's announcement of 20 February 2020, the Company has the ability to draw additional amounts under the Facility in April, May, June and July of 2020.
Application will be made for the Conversion Shares to be admitted to trading on the AIM market of the London Stock Exchange and it is expected that admission will take place on 3 March 2020 ("Admission").
Following Admission, the Company's issued share capital will consist of 2,182,762,786 ordinary shares, with each ordinary share carrying the right to one vote. The Company does not hold any ordinary shares in treasury. This figure of 2,182,762,786 ordinary shares may therefore be used by shareholders in the Company, 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 Guidance and Transparency Rules.
As previously announced, Admission of the 35,337,328 new ordinary shares to BPC Investment Fund Ltd is now expected to take place on or around 13 March 2020, following which the Company's issued share capital will consist of 2,218,100,114 ordinary shares, with each ordinary share carrying the right to one vote.