Posting of Open Offer Circular

RNS Number : 2620Q

Cambria Africa PLC

05 June 2018

 

        Cambria Africa Plc

("Cambria" or the "Company")

Posting of Open Offer Circular to raise up to £4.28 million

Cambria is pleased to announce that, further to its announcement of 15 May 2018 it is today posting a circular (the "Circular") to Qualifying Shareholders regarding an Open Offer of up to £4.28 million which will include up to £1.60 million through the conversion of loans into equity by Ventures Africa Limited ("VAL").

The Circular is also available on the Company's website at www.cambriaafrica.com. All capitalised terms in this announcement have the same meanings as those given to them in the Circular, unless the context otherwise requires.

The Open Offer will be open for acceptance from today, 5 June 2018 to its closing date on Friday, 6 July 2018.

The Open Offer is being made to Qualifying Shareholders on the register as at the Record Date of close of business on 1 June 2018, for up to 388,678,024 Offer Shares at 1.10 pence per Open Offer Share. VAL will limit its participation in the Open Offer to 145,000,000 Offer Shares through the conversion into equity of up to £1.60 million of its outstanding loans into Offer Shares ("VAL's Open Offer Participation").

Remaining Cambria shareholders will be entitled to subscribe for up to 243,678,024 Open Offer Shares in proportion to their current shareholdings on the basis of:

2 Open Offer Shares for every Existing Ordinary Share held.

Effectively, VAL will be capping its Open Offer Entitlement to 0.625 Open Offer Shares per Existing Ordinary Share held (compared to 2 for every one for Remaining Shareholders). The higher Entitlement Ratio will accordingly allow Remaining Shareholders to proportionally increase their shareholdings through participation in the Open Offer. Should the Open Offer be fully subscribed, VAL's shareholding would decrease to 50.8% from 65.6% currently.

Qualifying Shareholders are also being given the opportunity to apply for additional Open Offer Shares through an Excess Application Facility, provided that they take up their Open Offer Entitlements in full. VAL will not participate in the Excess Application Facility.

As announced on 15 May 2018, the Issue Price of 1.10 pence represents a discount of 8% to the 30 day volume weighted average price of 1.19p as at 4 May 2018.

Related Party

VAL is the controlling shareholder of Cambria. VAL's Open Offer Participation is accordingly a related party transaction under the AIM Rules for Companies. The independent directors, being all the directors with the exception of Mr Samir Shasha, having consulted with WH Ireland its nominated adviser, consider the terms of VAL's Open Offer Participation to be fair and reasonable insofar as shareholders of the Company are concerned. Since Mr Samir Shasha, the CEO of Cambria, is the ultimate beneficial owner of VAL, he was excluded from consideration of the fair and reasonableness of VAL's Open Offer Participation.

VAL has given WH Ireland an undertaking to continue its support for Cambria's listing on AIM and has agreed that it would exclude itself from any vote to delist the Company. VAL will however, retain its right to vote all the Cambria shares it holds against any proposal to delist the Company.

Full details of the Open Offer, including terms and conditions and details on how to accept the Open Offer, are set out in the Circular posted to Qualifying Shareholders today and available on the Company's website, http://www.cambriaafrica.com.

If any of the details contained in the timetable above should change, the revised times and dates will be notified by means of a further announcement.

All references are to London time.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Record Date for entitlement under the Open Offer	1 June 2018
Announcement of the Open Offer, publication of this document and the Application Form	5 June 2018
Ex-entitlement Date of the Open Offer	8:00am on 5 June 2018
Open Offer Entitlements and Excess CREST Open Offer Entitlements credited to stock accounts of Qualifying CREST Shareholders	asap after 8:00am on 6 June 2018
Recommended latest time and date for requesting withdrawal of Open Offer Entitlements from CREST	4:30pm on 2 July 2018
Latest time and date for depositing Open Offer Entitlements into CREST	3.00pm on 3 July 2018
Latest time and date for splitting Application Forms (to satisfy bona fide market claims only)	3:00pm on 4 July 2018
Latest time and date for acceptance of the Open Offer and receipt of completed Non-CREST Application Forms and payment in full under the Open Offer or settlement of relevant CREST instruction (if appropriate)	11:00am on 6 July2018
Announcement of result of Open Offer	9 July 2018
Admission and commencement of dealings in the Shares on AIM	16 July 2018
New Ordinary Shares credited to CREST members' accounts	16 July 2018
New Ordinary Shares in certificated form	19 July 2018

This announcement contains inside information for the purposes of Article 7 of Regulation 596/2014.

Contacts
Cambria Africa Plc:	www.cambriaafrica.com
Samir Shasha	[phone]
WH Ireland Limited:	www.wh-ireland.co.uk
James Joyce / Alex Bond	[phone]

 

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