Silverwood Brands PLC Statement re. Loan facility with Castelnau Group (2960J)
December 12 2022 - 2:01AM
UK Regulatory
TIDMSLWD
RNS Number : 2960J
Silverwood Brands PLC
12 December 2022
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF REGULATION 2014/596/EU WHICH IS PART OF DOMESTIC UK
LAW PURSUANT TO THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS
(SI 2019/310) ("UK MAR"). UPON THE PUBLICATION OF THIS
ANNOUNCEMENT, THIS INSIDE INFORMATION (AS DEFINED IN UK MAR) IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN.
DATE: 12 December 2022
Silverwood Brands plc
("Silverwood" or the "Company")
Loan Facility with Castelnau Group Limited ("Castelnau")
The Company is pleased to announce an additional debt
fundraising amounting to GBP1.5 million from Castelnau Group
Limited further to the facility announced on 13 October 2022.
Castelnau Loan Facility
Pursuant to an agreement entered into on 12 December 2022,
between the Company and Castelnau, the closed-ended investment
company trading on the Specialist Fund Segment of the London Stock
Exchange and managed by Phoenix Asset Management Partners ("PAMP"),
Castelnau has agreed to provide the Company with an unsecured loan
facility of approximately GBP1.5 million ("Loan").
The Loan is to be applied towards general working capital
requirements of the Company and is repayable on the first
anniversary of draw down with an annual interest rate of 15%
accruing daily. The Loan becomes immediately repayable in the event
that Mr Andrew Gerrie is no longer a director of Silverwood. The
Loan includes provisions for usual events of default at which time
Castelnau may by notice declare the Loan and all accrued interest
is immediately due and payable. In addition, the Loan contains
provisions allowing for Castelnau, prior to midnight on 31 May 2023
(Conversion Period), to give notice to convert any or all of the
outstanding Loan and accrued interest into ordinary shares at the
conversion price (being the lower of 70p or the Market Price, as
defined in the Loan, per share) (Conversion Price), subject to the
conditions of the Loan. The Conversion Period is subject to
extension in limited circumstances as set out in the Loan
Agreement, to the extent that Castelnau has not exercised its
conversion rights prior the expiry of the Conversion Period.
Further, the Company also has a right from 1 June 2023 (Long Stop
Date) to, within 10 business days, elect and give notice to convert
any or all of the outstanding loan and accrued interest to ordinary
shares at the Conversion Price.
Related Party Transaction
Due to Andrew Gerrie being a non-executive director of Phoenix
Asset Management Partners, the transaction is deemed to be a
related party transaction pursuant to AQSE Access Rule 4.6 of the
AQSE Rules for Companies. The Company's directors (excluding Andrew
Gerrie, who is indirectly interested in this transaction) having
exercised reasonable care, skill and diligence, consider that the
terms of the facility are fair and reasonable insofar as the
shareholders of the Company are concerned.
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 Raca, Simba Khatai, Alex Cabral (Corporate
Finance)
Andrew Monk, David Scriven, Peter Mattsson
(Corporate Broking)
--------------------------
Citigate Dewe Rogerson
Caroline Merrell, Noémie de Andia, Angharad
Couch
silverwood@citigatedewerogerson.com +44(0)20 7638 9571
--------------------------
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END
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