Change of Articles relating to Conv Pref Shares
1 July 2020
APQ Global Limited
("APQ Global" or the "Company")
Change of Articles relating to Convertible Preference Shares
APQ Global, a company incorporated in Guernsey (company registration number 62008), with its ordinary shares listed on The International Stock Exchange and admitted to trading on AIM, announces a change to the Articles of Incorporation of APQ Capital Services Limited ("APQ Capital"), a wholly owned subsidiary of the Company, which issued 268,000 convertible preference shares of $10 each ("Convertible Preference Shares"), to part fund the acquisition of Parish Group Limited on 29 January 2020. As part of the same announcement, further details were disclosed on the terms of the Convertible Preference Shares.
APQ Capital announces that its Articles of Incorporation have been amended with effect from 30 June 2020.
The amendments are in relation to the rights attaching to the Convertible Preference Shares and alter the conversion ratio at which the Convertible Preference Shares may be converted, in certain circumstances, into ordinary shares issued by the Company ("Ordinary Shares").
The conversion ratio was previously a variable ratio calculated by reference to the relative assets attributable to the Convertible Preference Shares and the Ordinary Shares and, as amended, is a fixed conversion ratio of 11.25 Ordinary Shares for each Convertible Preference Share held at the relevant time (rounded up to the nearest whole number of Ordinary Shares).
While the Convertible Preference Shares may not be converted into Ordinary Shares until at least the fifth anniversary of their issue, being January 2025, the implied conversion ratio based on the previous formula-based ratio, at the time of issue of the Convertible Preference Shares and immediately prior to the Change of Articles, was the same ratio of 11.25 Ordinary Shares for each Convertible Preference Share.
Pursuant to the revised conversion ratio, which is now fixed, the maximum number of Ordinary Shares issued, assuming full conversion of the Convertible Preference Shares, is 3,015,000 Ordinary Shares, being approximately 3.7 per cent. of the issued share capital, as enlarged by the Ordinary Shares issued pursuant to the conversion.
The rights and restrictions attaching to the Convertible Preference Shares are set out in full in APQ Capital's Articles of Incorporation, which are available on the group's website at www.apqglobal.com/investors/aim-rule-26/.
The subject matter of this announcement does not change the rights of holders of the Company's CULS.
For further enquiries, please contact:
APQ Global Limited
Bart Turtelboom 020 3478 9708
N+1 Singer - Nominated Adviser and Broker
James Maxwell / Justin McKeegan 020 7496 3000
Carey Group - TISE sponsor
Claire Torode 01481 737 279
Investor Relations
IR@APQGlobal.com
Notes to Editors
APQ Global Limited
APQ Global (ticker: APQ LN) is a Guernsey-based company with interests predominantly across Asia, Latin America, Eastern Europe, the Middle East and Africa. The Company's objective is to steadily grow earnings to deliver attractive returns and capital growth to shareholders. This objective is achieved through a combination of revenue generating operating activities and investing in growing businesses across emerging markets. APQ Global run a well-diversified and liquid portfolio, take strategic stakes in selected businesses and plan to take operational control of companies through the acquisition of minority and majority stakes in companies with a focus on emerging markets.
For more information, please visit apqglobal.com.
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