20th Dec 2013 14:16
For immediate release: 20 December 2013
Verdes Management PLC
Amendment to Westminster Convertible Loan Agreement
20 December 2013
Verdes Management PLC
Amendment to Westminster Convertible Loan Agreement
("Verdes" or the "Company")
Further to the announcement dated 5 March 2013 concerning the convertible loan agreement ("Agreement") signed by the Company with Westminster Asset Management Limited ("Westminster"), under which the Company agreed (and has since drawn down) a loan of £125,000 under the Agreement, the Company has agreed with Westminster to make an amendment to the Agreement to set a maximum number of ordinary shares in the Company into which the Loan is able to convert.
Under the Agreement the Loan is convertible at 0.055p per ordinary share ("Conversion Price") at the option of Westminster, equating to 227,272,727 ordinary shares. However in the event that theprevailing share price is less than 0.055p at the time of conversion, the Conversion Price will be reduced to be the average of the closing mid-market share price for the 10 business days preceding the date of conversion.
The only substantive amendment to the Agreement is that the Conversion Price shall be no lower than 0.05p per new ordinary share, in the event that the 10 day average price falls below 0.05p, which in effect sets the maximum number of shares issuable upon conversion at 250,000,000 new ordinary shares. This term is in line with the Conversion Price under the Newick Convertible Loan (announced on 4 October 2013), the RAB Convertible Loan (announced on 26 November 2013) and the Wildey Convertible Loan (announced on 27 November 2013.)
Since Westminster is a related party under the AIM Rules, and the Agreement was originally a related party transaction, the amendments to the Agreement are also classified as a related party transaction. Daan van den Noort, the Company's Chairman is not considered independent, and therefore Sarah Bertolotti and Joep van den Aker ("the Independent Directors") have negotiated and considered the amendments to the Agreement, together with the Company's Nominated Adviser, SPARK Advisory Partners Limited.
The Independent Directors, having consulted with the Company's Nominated Adviser, consider the Loan and the terms of the amendment to the Agreement to be fair and reasonable insofar as the Company's shareholders are concerned.
All previously announced terms of the Agreement remain the same.
For further information, please contact:
Verdes Management PLC (Independent Directors)
Joep van Den Aker - Non Executive Director +31 6222 476 975
Sarah Bertolotti - Finance Director 07932 569404
SPARK Advisory Partners Limited
Neil Baldwin 0113 370 8974
Mark Brady 0113 379 8971
Related Shares:
React Group