African Medical Investments PLC Convertible Loan Note Instrument (4193A)
March 20 2013 - 3:15AM
UK Regulatory
TIDMAMEI
RNS Number : 4193A
African Medical Investments PLC
20 March 2013
African Medical Investments plc / Index: AIM / Epic: AMEI /
Sector: Healthcare
20 March 2013
African Medical Investments plc ('African Medical' or 'the
Company')
Convertible Loan Note Instrument
African Medical Investments plc, the AIM listed company
operating in the African healthcare sector, announces that the
Company has raised US$1.5 million by way of a subscription for
convertible loan notes ('March 2013 Convertible Loan Notes') by
Harbinger Capital Partners Master Fund I, Ltd ('Harbinger') under a
newly constituted loan note instrument.
The March 2013 Convertible Loan Notes are unsecured and carry a
10% per annum coupon, compounded annually, which is repayable with
the principal. The March 2013 Convertible Loan Notes are
convertible (subject to passing the shareholder resolutions
referred to below) at Harbinger's option into African Medical
shares at 0.3p per share (or any lower price if shares are
subsequently issued at such lower price). In the absence of
conversion, the March 2013 Convertible Loan Notes are repayable, at
the latest, on 19 March 2017 or earlier in other limited
circumstances including (i) certain events of default, and (ii) if
the Company or any member of its group leases, sells, disposes of
or otherwise realises any assets other than in the ordinary course
of business for an aggregate consideration of US$5 million or more.
In addition, the March 2013 Convertible Loan Notes are also
redeemable, subject to certain conditions (including passing of the
shareholder resolutions referred to below), and assuming that the
relevant holder of the March 2013 Convertible Loan Notes has not
exercised its rights of conversion at any time at the option of the
Company.
In accordance with the conditions to Harbinger's subscription
for the March 2013 Convertible Loan Notes:
1. the Company has agreed to amend the terms of the outstanding
US$1.645 million of convertible loan notes (together with accrued
interest) previously issued by the Company to Harbinger (pursuant
to a loan note instrument entered into on 2 February 2011 as
amended and restated on 15 August 2011 and 29 August 2012 and as
subsequently amended on 1 October 2012 and on 18 October 2012
('February 2011 Convertible Loan Notes')) to bring them into line
with those of the March 2013 Convertible Loan Notes. These changes
include:
Original key commercial terms Revised key commercial terms
------------------------------ ------------------------------------
Conversion price of 1.125p Conversion price of 0.3p per
per African Medical share. African Medical share.
------------------------------ ------------------------------------
Conversion or redemption Conversion or redemption is
at any time at the Company's only possible once the shareholder
option. resolutions referred to below
have been passed.
------------------------------ ------------------------------------
2. the Company has issued Harbinger with warrants ('Warrants')
to subscribe for 133,900,648 African Medical shares at any time
between the shareholder resolutions referred to below and 19 March
2020 for an aggregate subscription price of 1p.
In order to fulfil its obligations to issue and allot shares to
Harbinger pursuant to the March 2013 Convertible Loan Notes, the
February 2011 Convertible Loan Notes and the Warrants, the Company
will propose to shareholders at the Company's next annual general
meeting resolutions permitting the Company to issue sufficient
ordinary shares to effectuate the conversion of the March 2013
Convertible Loan Notes and the February 2011 Convertible Loan Notes
and issue of shares pursuant to the Warrants. Harbinger has agreed
to vote in favour of such resolutions.
As Harbinger is a substantial shareholder in African Medical,
the issue of the March 2013 Convertible Loan Notes and the Warrants
and the amendments to the terms of the February 2011 Convertible
Loan Notes constitute a related party transaction under the AIM
Rules for Companies. The Board, other than Joseph Cleverdon and
Altaf Mackeen the Harbinger nominated directors, having consulted
with Cantor Fitzgerald Europe, the Company's nominated adviser,
consider the terms of the March 2013 Convertible Loan Notes, the
Warrants and the amendments to the terms of the February 2011
Convertible Loan Notes to be fair and reasonable insofar as
shareholders are concerned.
African Medical Chief Executive Officer, Peter Botha said, "I am
pleased to report the issue of these convertible loan notes to
Harbinger. The funds will support the working capital and the
continued implementation of the turnaround and stabilisation
strategy of the business."
** ENDS **
For further information please visit www.amiplc.com or
contact:
Peter Botha African Medical Investments Tel: +27 833 269 564
Plc
David Foreman Cantor Fitzgerald Europe Tel: +44 (0) 20 7107
8000
Rick Thompson Cantor Fitzgerald Europe Tel: +44 (0) 20 7107
8000
Susie Geliher St Brides Media & Finance Tel: +44 (0) 20 7236
Ltd 1177
Notes
African Medical Investments plc (AIM:AMEI) provides
international standard healthcare through private hospitals across
Africa, targeting the expanding African middle classes and the
expatriate, non-governmental organisations, diplomatic and tourist
markets. The Company currently has hospitals in Dar es Salaam
(Tanzania), Maputo (Mozambique) and Harare (Zimbabwe). Its current
focus is on improving occupancy rates and optimising the space of
these facilities, however expansion remains a longer term focus
either through the construction of new hospitals or investments in
existing facilities.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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