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Cambria Africa PLC (CMB)

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Tuesday 10 July, 2018

Cambria Africa PLC

Open Offer raises £2.1 million Equity

RNS Number : 2006U
Cambria Africa PLC
10 July 2018
 

Cambria Africa Plc

("Cambria" or the "Company")

 

Open Offer raises £2.1 million Equity

 

Result of Open Offer

 

Cambria announced on 15 May 2018 an Open Offer to Qualifying Shareholders which has raised a total equity investment of £2.1 million (US$2.8 million) as a result of issuing 191 million ordinary shares.  A total of £503,102.50 was raised in cash from minority shareholders and £1,595,000 was raised through conversion of its loans into equity by Ventures Africa Limited (VAL).  VAL is the controlling and majority shareholder of the Company.

 

Including VAL's Open Offer Participation, the aggregate participation ratio was 81%.   Of minority shareholders, 45% participated in the Open Offer. Excluding Consilium, and funds under their management or influence, 60% of minorities participated in the Open Offer.  Cambria signed a deed of settlement with Consilium in October 2017.

 

The Open Offer closed for applications at 11.00 a.m. on Friday, 6 July 2018. Applications under Open Offer Entitlements totalled 190,288,648, being 145,000,000 from VAL and 45,288,648 from remaining shareholders, while 447,945 applications were received under the Excess Application Facility.

 

Comment on Open Offer

 

Commenting on the Open Offer Result, Mr. Shasha said,

 

"I spoke to many investors who participated in the Open Offer. Like myself, they were businesspeople and entrepreneurs for whom this investment is a significant part of their portfolio.  This is a vote of confidence by my co-shareholders for Cambria Africa and most importantly our explicit strategy of investing in Zimbabwe.

 

"The Company is now holding over $2.8 million cash following completion of the Open Offer and from operations, allowing us to identify and act on investment opportunities in Zimbabwe. Our balance sheet is stronger than it has been in a long time , with net equity per share up 64% at 0.85 cents per share debt down 71%."

 

Issue of New Ordinary Shares

 

It is anticipated that trading in the shares issued under the Open Offer will commence on 16 July 2018 ("Admission"). Following Admission, the Company will have 544,575,605 total shares in issue. Cambria has no shares in Treasury, therefore this figure may be used by shareholders from Admission 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 and Transparency Rules.

 

Following Admission, VAL will own 377,000,000 Ordinary Shares in the Company, representing 69.2% of the issued share capital of the Company. Prior to the Open Offer, VAL owned 232,000,000 Ordinary Shares (65.6%).  

 

Financial Effects and Pro Forma Balance sheet

 

As a result of the Open Offer, Cambria's Net Asset Value ('NAV') per share increases by 0.33 cents (US) per share to 0.85 cents (US) per share from 0.52 cents (US) per share, a 64% improvement. Debt will fall by 71% from $2.96 million to $846,000 as a result of VAL's Open Offer Participation.

 

Set out below is the unaudited pro forma statement of financial position illustrating the impact of the Open Offer on the most recently published Statement of Financial Position of the Company as at 28 February 2018:

 

 

BEFORE

Adjustment 1

Adjustment 2

AFTER

 

Consolidated & unaudited

Open Offer: VAL's Entitlement

Balance of Open Offer

Pro forma consolidated & unaudited

 

28-Feb-18

 

 

 28-Feb-18

 

US$'000

US$'000

US$'000

US$'000

 

 

 

 

 

Property, plant and equipment

2,802

 -

 -

 2,802

Goodwill

717

 -

 -

717

Intangible assets

20

 -

 -

20

Total non-current assets

3,539

 -

 -

3,539

Inventories

225

 -

 -

225

Financial assets at fair value

99

 -

 -

99

Trade and other receivables

1,004

 -

 -

 1,004

Cash and cash equivalents

1,518

 -

668

 2,186

Discontinued operation

2

 -

 -

2

Total current assets

2,848

 -

668

3,516

Total assets

6,387

 -

668

7,055

 

 

 

 

 

Equity

 

 

 

 

Issued share capital

51

19

6

76

Share premium account

85,686

 2,099

662

88,447

Revaluation reserve

438

 -

 -

438

Foreign exchange reserve

(10,625)

 -

 -

(10,625)

Non distributable reserves

 1,905

 -

 -

 1,905

Retained losses

(75,613)

 -

 -

(75,613)

Equity attributable to owners

1,842

2,118

668

4,628

Non-controlling interests

60

 -

 -

60

Total equity

1,902

2,118

668

4,688

 

 

 

 

 

Liabilities

 

 

 

 

Loans and borrowing

1,464

(1,464)

 -

 -

- VAL Loan

1,464

(1,464)

 -

 -

- CABS Loan

 -

 -

 -

 -

Trade and other payables

90

 -

 -

90

Provisions

195

 -

 -

195

Deferred tax liabilities

184

 -

 -

184

Total non-current liabilities

1,933

(1,464)

 -

469

Current tax liabilities

313

 -

 -

313

Loans and borrowings

1,500

 (654)

 -

846

- VAL Loan

972

 (654)

 -

318

- CABS Loan

528

 -

 -

528

Trade and other payables

714

 -

 -

714

Discontinued operations

25

 -

 -

25

Total current liabilities

2,552

 (654)

 -

1,898

Total liabilities

4,485

(2,118)

 -

2,367

Total equity and liabilities

6,387

 -

668

7,055

 

 

 

 

 -

Number of shares in issue ('000s)

353,839

145,000

45,737

544,576

NAV (cps)

0.52

 

 

0.85

 

 

Notes to adjustments:

1.            VAL's Open Offer Participation of 145,000,000 Ordinary Shares and accordingly, converting £1.595 million (approximately $2.12 million) of the VAL Loans into Equity.

2.            Open Offer participation by Qualifying Shareholders other than VAL, of 45,736,593 Ordinary Shares raising £503,102.50 (approximately $668,000).

 

Definitions

 

This announcement should be read in conjunction with the full text of the Circular posted to Shareholders on 5 June 2018, a copy of which is available on the Company's website at (http://www.cambriaafrica.com/investors/shareholder-documents).

 

Capitalised terms in this announcement have the same meaning as given in the Circular.

 

This announcement includes inside information as defined in Article 7 of the Market Abuse Regulation No. 596/2014 and is disclosed in accordance with the Company's obligations under Article 17 of those Regulations.

 

 

Contacts

 

 

 

Cambria Africa Plc:

www.cambriaafrica.com

Samir Shasha

+44 (0) 207 669 0115

Email:

[email protected]

 

 

WH Ireland Limited:

www.wh-ireland.co.uk

James Joyce / Alex Bond

+44 (0) 20 7220 1666

 

 

 

 

NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM

1

Details of the person discharging managerial responsibilities/person closely associated

a)

Name

Samir Shasha

2

Reason for the notification

a)

Position/status

Chief Executive Officer, Cambria Africa Plc

b)

Initial notification/ Amendment

Initial Notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

Cambria Africa Plc

b)

LEI

N/A

4

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

a)

Description of the financial instrument, type of instrument

 

Identification code

Ordinary Shares of 0.01p each

 

 

IM00B28CVH58

b)

Nature of the transaction

Conversion of loan from ultimate beneficially owned company, Ventures Africa Limited

c)

Price(s) and volume(s)

Price(s)

Volume(s)

1.10p

145,000,000

 

d)

Aggregated information

-     Aggregated volume

-     Price

 

145,000,000
1.10p

e)

Date of the transaction

6 July 2018

f)

Place of the transaction

London Stock Exchange, AIM

 


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