Expiry of Warrants

RNS Number : 7935O

Kuala Limited

01 June 2015

 



1 June 2015

Kuala Limited

("Kuala" or the "Company")

Expiry of Warrants

On 23 April 2015 the Company served a notice to warrant holders (the "Expiry Notice") confirming that warrants granted under the warrant instrument dated 3 May 2012 ("Warrant Instrument") would lapse on 28 May 2015 (the "Lapse Date").

Following service of the Expiry Notice the Company received exercise notices in respect of a total of 1,055,466  ordinary shares ("Exercise Notices") of 1p each ("Ordinary Shares") at an exercise price of 5 pence (£0.05) per Ordinary Share (receiving aggregate gross exercise proceeds of £52,773.30).

Accordingly, the Company will issue, in aggregate, 1,055,466 new Ordinary Shares in settlement of the exercise notices.  The new Ordinary Shares will rank pari passu with the existing Ordinary Shares and application has been made for the new Ordinary Shares to be admitted to trading on AIM ("Admission"). It is expected that Admission will become effective and dealings in the new Ordinary Shares will commence at 8.00 a.m. on 5 June 2015.

Appointment of Trustee and Lapse of Unexercised Warrants

As at the date of the Expiry Notice there were a total of 44,674,283 Warrants outstanding.  Following receipt of the Exercise Notices, following the Lapse Date a total of 43,618,817,Warrants had not been exercised (the "Unexercised Warrants").

Article 1(h) of the Warrant Instrument states:

"1(h)      Within seven days following the end of the Subscription Period, the Company will appoint a Trustee who, provided that in such Trustee's opinion, the net proceeds of sale after deduction of all costs and expenses incurred by him, will exceed the costs of subscription, shall, within the period of 14 days following the end of the Subscription Period, exercise such Subscription Rights as have not been exercised on the terms on which the same could have been exercised on the final day of the Subscription Period and sell in the market the ordinary shares acquired on such subscription. Such Trustee shall distribute, pro rata, the proceeds less such subscription costs and such other cost and expenses to the persons entitled thereto within two calendar months of the end of the Subscription period, provided that entitlements of under £3 will be retained for the benefit of the Company. Subject thereto, all Subscription Rights shall lapse 14 days after the final day of the Subscription Period."

On 29 May 2015 the Company appointed Chamberlain Heritage Services Limited, a regulated fiduciary services company licenced by the Guernsey Financial Services Commission, as the trustee under Articles 1(h) of the Warrant Instrument (the "Trustee").  On 29 May 2015 the Trustee confirmed to the Company in writing that, in its opinion, the net proceeds of sale after deduction of all costs and expenses incurred by the Trustee, WILL NOT exceed the costs of subscription.  Accordingly, all Unexercised Warrants shall irrevocably lapse, and no former Warrant holder shall have any rights whatsoever against the Company or the Trustee in relation thereto.

The Trustee confirmed that its opinion was influenced by a number of factors, most notably the low levels of liquidity of the Ordinary Shares on the AIM Market, and the Company having net asset value as at 22 April 2015 (the date of the last net asset value estimate)  per Ordinary Share of approximately 1.5 pence,

Anti-Dilution Warrants

On 12 November 2014 the Company granted warrants over, in aggregate, 158,400,000 new Ordinary Shares (the "Anti-Dilution Warrants") to various investors as part of a subscription by parties for new Ordinary Shares on the same date (the "November 2014 Subscription").  The terms of the November 2014 Subscription are more fully set out in the circular to shareholders of the Company dated 20 October 2014 available to review on the Company's website.

Each Anti-Dilution Warrant gives the holder the right to subscribe for new Ordinary Shares, pro rata to the number of Warrants exercised. 

Since the date of the November 2014 Subscription, Warrants over, in aggregate, 1,380,466 new Ordinary Shares have been exercised, representing dilution to the November 2014 subscribers of 5.09 per cent.  In light of the minimal dilution, each of the holders of Anti-Dilution Warrants has confirmed to the Company that they do not wish to exercise any of their Anti-Dilution Warrants and these Anti-Dilution Warrants shall lapse irrevocably.

Issued Share Capital and Fully Diluted Share Capital of the Company

As at 29 May 2015, the only outstanding rights over unissued Ordinary Shares of the Company are held by the Company's broker, Peterhouse Corporate Finance Limited ("Peterhouse").  Peterhouse hold warrants over a total of 855,031 new Ordinary Shares, each with an exercise price of 3.32 pence per Ordinary Share.  The warrants held by Peterhouse are valid until 13 November 2016.  There are no other warrants or options granted to management or directors outstanding at 29 May 2015.

Following the issue of the new shares, the Company's issued share capital will consist of 28,501,018 Ordinary Shares with identical voting rights. There are no Ordinary Shares held in treasury. This number 28,501,018 may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company.

-ends-

For further information please visit www.kualalimited.com or contact:

Kuala Limited Elysium Fund Management Limited	Tel:   Tel: [phone]
RFC Ambrian Limited (Nomad and Joint Broker) Samantha Harrison	Tel:  [phone]
Peterhouse Corporate Finance Limited (Joint Broker) Guy Miller / Lucy Williams	Tel:   [phone]

 

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