2nd Mar 2007 07:30
Hot Tuna (International) plc02 March 2007 Press Release 2 March 2007 Hot Tuna (International) PLC ("Hot Tuna" or "the Company") Hot Tuna announces innovative new funding arrangement with Cornell Capital Partners Hot Tuna International PLC (AIM:HTT), a lifestyle apparel brand with authenticsurf heritage, announces today that it has agreed the terms of an equity line ofcredit facility of up to £2,500,000 with Cornell Capital Partners, L.P.("Cornell") and that Cornell have also agreed to subscribe for US$450,000 ofconvertible loan notes. An Equity Line of Credit Facility (the "Credit Facility") is a financingstructure which enables a company to draw down cash as it requires it by theissue of new ordinary shares, the flexibility of which is attractive for HotTuna. Cornell is a U.S.-based private equity fund launched in 2001. The fund isheadquartered in New Jersey, with offices in California, Florida and London.Cornell has committed over US$3,000 million in capital to over 300 companieslisted in the US, UK, Asia and Australia and has remained among the leaders ofthe US league table in structured equity financing for 3 years in a row, beingone of the most active financiers in the small-cap sector. Key features of the arrangements between Hot Tuna and Cornell are as follows: Equity Line of Credit Facility 1. Pursuant to the terms of the Credit Facility, Cornell has committed to subscribe for up to £2,500,000 worth of the Company's ordinary shares ("Ordinary Shares") over the course of the next 5 years (the "Facility Term"). 2. The Company has the option during the course of the Facility Term to issue Cornell with notices ("Advance Notices") requiring them to subscribe for Ordinary Shares (the subscription monies for each such purchase of Advance Shares being an "Advance" and the Ordinary Shares so purchased being "Advance Shares"). Certain pre-conditions have to be met by the Company before it gives an Advance Notice and there are prescribed terms for the maximum amount of each Advance each of which can in any event never be greater than £100,000. 3. The subscription price for the Advance Shares is set at 97% of the lowest of the daily volume weighted average prices of the Ordinary Shares during the 10 consecutive trading day period beginning on the first trading day after the date of the relevant Advance Notice, although the Company can set a minimum price below which it will not accept subscriptions. 4. The Company is obliged to pay Cornell 5% commission on each Advance. Convertible Loan Notes 1. Cornell has also separately agreed to subscribe for US$450,000 of convertible loan notes (the "Loan Notes") subject to certain conditions, including that the Company shall have completed one Advance under the Credit Facility of not less than £5,000 prior to such subscription. The Loan Notes are to be repaid in full within 540 days of closing (the "Loan Term") and shall bear interest whilst outstanding at a rate of 7% per annum (payable monthly). 2. The Company has agreed to repay the Loan Notes in cash by instalments of US$30,000 on prescribed dates at thirty-five day intervals throughout the Loan Term. In the event that the Company does not make any such cash repayment in accordance with the terms of the subscription letter for the Loan Notes then it shall be treated as having issued an Advance Notice under the Credit Facility on the relevant payment date and repayment of the relevant amount of the Loan Notes shall take place by setting off the subscription monies on the relevant Advance against the Company's obligation to repay the Loan Notes. 3. Cornell has the option at any time during the Loan Term of converting part or the whole of the outstanding Loan Notes into Ordinary Shares (at a price which is 130% of the average volume weighted average price of the Ordinary Shares in the 20 trading day period immediately prior to Cornell subscribing for the Loan Notes). However, the Company has the option upon Cornell exercising its conversion rights of paying cash to Cornell in lieu of such Ordinary Shares (the amount of such cash to be calculated by reference to the volume weighted average price of the Ordinary Shares at the relevant time). 4. The Company has agreed to pay an implementation fee equal to 5% of the principal of the Loan Notes, by way of deduction from the subscription for the Loan Notes. 5. The Loan Notes can be repaid by the Company (in full but not in part) at any time during the Loan Term with accrued interest but no early repayment penalty. Warrants 1. The Company has also agreed to issue to Cornell non-transferable warrants each of which will entitle Cornell to subscribe for one Ordinary Share (the "Warrants"). 2. The Warrants have been granted in tranches exercisable at different prices, as follows: (i) 50,000 Warrants with an exercise price of 25 pence per Warrant; (ii) 375,000 Warrants with an exercise price of 30 pence per Warrant; (iii) 200,000 Warrants with an exercise price of 40 pence per Warrant; and (iv) 100,000 Warrants with an exercise price of 50 pence per Warrant. 3. The Warrants are exercisable at any time up to the fifth anniversary of grant. The Warrants will not be admitted to trading on the AIM market. The net receivable proceeds of the Credit Facility and the Loan Notes will beavailable to fund the Company's continuing expansion. Commenting on the Credit Facility and Loan Notes, Ranjit Murugason, ExecutiveChairman of Hot Tuna, said: "I am delighted to announce this new innovative dealwith Cornell. This new funding arrangement, in addition to the £4.2 million thatthe Company raised in December 2006, places Hot Tuna in a strong financialposition as we seek to expand the Company's business. The support of aninternationally renowned private equity fund such as Cornell further validatesour business plan and we are confident that our expansion in the fast-growingsurf apparel industry will deliver increased returns to shareholders in thefuture. "The new five-year £2,500,000 credit facility affords Hot Tuna with a dynamicand flexible financing option to grow the Company. However, to ensureshareholders are not diluted at the current share price, the Directors currentlyhave no intention of drawing down funds in the near future." - Ends - For further information:Hot Tuna (International) PLCRanjit Murugason, Executive Chairman Tel: +44 (0) 20 7372 [email protected] Seymour Pierce LimitedSarah Wharry / Parimal Kumar Tel: +44 (0) 20 7107 [email protected] www.seymourpierce.com Media enquiries:AbchurchHenry Harrison-Topham / Chris Lane Tel: +44 (0) 20 7398 [email protected] www.abchurch-group.com Notes to Editors Hot Tuna International PLC (AIM:HTT) owns the rights to the Hot Tuna brand, aprogenitor of global youth fashion, born in Australia with a heritage ofauthentic surf culture. Hot Tuna is one of the world's most iconic names in surf lifestyle and can traceits roots back to 1969 when it was founded by a surfer and his fashion designerwife. Though the label had not been actively marketed over for the lastdecade, it retained an organic cult status among core action sports enthusiasts. In June 2005, Hot Tuna International PLC purchased the 'Hot Tuna' brand fromFrontier International (Holdings) Pty Ltd, listed on AIM in September 2005, andhas since started to aggressively market the brand and reinvigorate thebusiness. The Company now owns all intellectual property rights to its name andrelated iconography, and has put in place key management drawn from theexecutive ranks of Quiksilver, O'Neill and Ocean Pacific, among others. Headquartered in the UK, Hot Tuna operates design, marketing and distributionhubs in the USA, Australia and the UK. In its core markets, Hot Tuna sellsproducts, which are directly manufactured in facilities in North America, Europeand in China. Hot Tuna offices are maintained in Sydney, Los Angeles and London. For moreinformation, visit www.hottunaplc.com This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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