Update on Sale of DTU & Kansas Nitrogen Assets
8 July 2020
Zoetic International plc
("Zoetic" or the "Company")
Update on Sale of DT Ultravert ("DTU") Interest and Kansas Nitrogen Assets
Zoetic International plc (LSE: ZOE), the London-listed vertically integrated CBD and natural resources company, notes the announcement made by Path Investments plc ("Path") on the afternoon of 7 July 2020 regarding the variance of the terms of the proposed disposal previously announced on 27 May 2020 (the "Transaction").
The Company has agreed to the variation in the terms of the Transaction, which remain an important element in Zoetic's strategy to exit from its historic natural resources business and transition to a focused CBD and hemp business. The Company believes the increase in the royalty rate from 5% to 6% offers good long-term value for the Company. The Company is also pleased to announce that Path has agreed to pay the Company's legal and technical costs in relation to completing the Transaction. In combination, the Company believes that these two changes are a reasonable basis for the change from an immediate issue to ordinary shares in Path to an increased allocation of warrants. To confirm, the amended consideration for the Transaction is as follows:
· The issue by Path to Zoetic of 15,000,000 warrants to subscribe for new ordinary shares of 0.1 pence each in Path ("Path Shares") at any time from the first to the third anniversaries following completion at an exercise price of 0.75 pence per Path Share;
· The issue by Path to Zoetic 15,000,000 warrants to subscribe for Path Shares at any time from the first to the third anniversaries following completion at an exercise price of 1.5 pence per Path Share;
· Path has agreed to pay, in perpetuity, to Zoetic a royalty equal to 6% of all gross revenues derived from DTU, accruing from receipt of first revenues, although not payable until 12 months thereafter. Royalty payments will be settled quarterly, with payments being made at the end of the quarter in which Path earns revenue. For the avoidance of doubt, Path has no obligation to make a payment to Zoetic unless it has received the revenue payment from its own customers. Royalty payments due until the fifth anniversary of completion, at Path's discretion, may be settled as to 50 per cent. by the issue of new Path Shares, in which case the value of those Path Shares will be based on the volume weighted average price over the 10 business days prior to the date of issue. Thereafter payments due will be settled in cash; and
· Path will pay Zoetic's professional and technical costs in relation to the Transaction in cash.
Zoetic will enter into an orderly marketing agreement in respect of any exercise of warrants for a period of 12 months from the date of completion which will have been issued as consideration for the Transaction.
Completion of the Transaction is expected to occur during the next week, and a further announcement will be made when completion occurs. All other aspects remain as per the announcement of 27 May 2020.
Enquiries
Zoetic International plc c/o IFC Advisory
Trevor Taylor, Co-CEO
Allenby Capital Limited (Financial Adviser and Broker) +44 (0) 20 3328 5656
Nick Harriss
Nick Naylor
IFC Advisory Ltd (Financial PR and IR) +44 (0) 20 3934 6630
Tim Metcalfe
Graham Herring
Florence Chandler
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