Silverwood Brands PLC Investment via unsecured Convertible Loan Note (0226L)
May 11 2022 - 2:02AM
UK Regulatory
TIDMSLWD
RNS Number : 0226L
Silverwood Brands PLC
11 May 2022
DATE: 11 May 2022
Silverwood Brands plc
("Silverwood" or the "Company")
Investment in Ginger Teleporter Limited via unsecured
Convertible Loan Note
Silverwood Brands plc, an enterprise company established to
invest primarily in branded consumer businesses, is pleased to
announce that it has made an investment into Ginger Teleporter
Limited ("Ginger"), a leading UK e--mobility company that is
licensed to operate e-scooters and e-bikes in locations across
England. This transaction is a minor investment by the Company
while it is reviewing other opportunities to build a portfolio of
consumer brands. Further information on the Company's progress and
other opportunities will be provided in due course.
Information about Ginger
Ginger was formed to provide a micro-mobility solution for
moving individual travellers over short distances in mid-sized
towns and cities across the United Kingdom. The company was founded
by an experienced team with decades of experience in high-growth
sectors and extensive knowledge of the regulatory and local
government frameworks that oversee the approvals of operators.
Since its launch in 2020, Ginger has successfully secured
operating licences for a number of key locations across England.
The Transport Secretary has recently stated that e-scooter
regulation will be part of legislation announced in the upcoming
Queen's Speech, marking an exciting step forward for full
regulation of e-scooters and micromobility. This comes at a time
when demand for clean, efficient alternatives for local transport
continue to grow, with energy costs and security now added to the
drivers for change.
Investment terms
The Company subscribed for an unsecured convertible loan note
("CLN") with Ginger for a total subscription of GBP200,000. The CLN
has a term of two years and attracts interest at a rate of 15% per
annum, which is payable in one lump-sum payment together with the
principal at the end of the term of the CLN.
The CLN shall be convertible into new ordinary shares of Ginger
at a price of GBP28.94 per ordinary share of Ginger (the
"Conversion Price"). The CLN shall be convertible, in part or in
full, at the option of Silverwood from the date of issuance until
ten business days prior to the final repayment date, being 8 May
2024. Ginger has the option to require mandatory conversion of the
CLN at the Conversion Price on certain agreed events set out in the
CLN such as completion of a future equity fundraising or
merger.
In addition, the director shareholders of Ginger (namely Paul
Hodgins, Andrew Gerrie and Philippe von Stauffenberg) ("Ginger
Significant Shareholders) have agreed to provide specific
protections and return enhancements to Silverwood using their
shares in Ginger.
The protections and enhancements will apply at the earlier of an
Exit (defined as corporate action where the Ginger Significant
Shareholders dispose all or most of their ordinary shares in
Ginger) or 730 days after the date of issuance of the CLN
(collectively a "Trigger Event").
These protections and enhancements are based on a minimum target
valuation of at least two times the original investment within two
years, below which the Ginger Significant Shareholders will sell
additional shares from their holdings, up to the same number of
converted shares pursuant to the CLN, to Silverwood at a nominal
cost to boost the value of Silverwood's holding.
This investment constitutes a related party transaction under
the AQSE Rules for Issuers, as both Paul Hodgins and Andrew Gerrie
are directors of both Silverwood and Ginger. Therefore, both Paul
Hodgins and Andrew Gerrie recused themselves from voting on the
transaction.
For more information, please contact:
Silverwood Brands plc
Andrew Gerrie info@silverwoodbrands.com
--------------------------
VSA Capital - AQSE Corporate Adviser and
Broker +44(0)20 3005 5000
--------------------------
Andrew Monk, CEO ipo@vsacapital.com
Andrew Raca, Head of Corporate Finance
Pascal Wiese, Associate Corporate Finance
--------------------------
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