TIDMINX
RNS Number : 4025C
i-nexus Global PLC
19 October 2020
THIS ANNOUNCEMENT, INCLUDING THE APPIX, AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN,
INTO OR FROM THE UNITED STATES, CANADA, JAPAN, THE REPUBLIC OF
SOUTH AFRICA, AUSTRALIA, NEW ZEALAND OR ANY OTHER JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF THAT JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES
AT THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMATION,
OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE
OR DISPOSE OF ANY SECURITIES IN I-NEXUS GLOBAL PLC OR ANY OTHER
ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT
OF ITS DISTRIBUTION, SHALL FORM THE BASIS OF, OR BE RELIED ON IN
CONNECTION WITH ANY INVESTMENT DECISION IN RESPECT OF IN I-NEXUS
GLOBAL PLC.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF EU REGULATION 596/2014 ("MAR").
i-Nexus Global PLC
("i-Nexus", the "Company" or the "Group")
Proposed issue of GBP1.325 million of Fixed Rate Unsecured
Convertible Redeemable Loan Notes
The Company announces that it is proposing to raise in aggregate
GBP1.325 million (before expenses) by way of the issue of GBP1.325
million of Fixed Rate Unsecured Convertible Redeemable Loan Notes
("Convertible Loan Notes") ("the Proposed Transaction"). The
Convertible Loan Notes will be unlisted and non-transferable and no
offer or invitation is being made to Shareholders more generally to
purchase, acquire or subscribe for any of the Convertible Loan
Notes in conjunction with the Proposed Transaction.
Highlights
-- Proposed issue of GBP1.325 million of Fixed Rate Unsecured
Convertible Redeemable Loan Notes
-- The net proceeds of the Proposed Transaction of GBP1.235
million will provide much needed additional working capital to
facilitate the continued implementation of the Company's growth
plan and will be applied entirely towards meeting the Company's
ongoing working capital requirements.
-- The Convertible Loan Notes are unsecured and
non-transferrable and no application will be made for their
admission to trading on any recognised securities exchange.
-- The holders will have the right to convert the Convertible
Loan Notes they hold into ordinary shares of GBP0.10 each in the
capital of the Company ("Ordinary Shares") at a price of 10 pence
per Ordinary Share ("the Conversion Price") at any time on or prior
to 4 November 2023.
-- The Conversion Price represents a premium of approximately 98
per cent. to the closing middle market price of 5.05 pence per
Ordinary Share on 16 October 2020, being the latest practicable
trading day prior to the publication of this Announcement.
-- Richard Cunningham, the Non-Executive Chairman, has agreed to
participate in the Proposed Transaction and has agreed to subscribe
for the Convertible Loan Notes following the passing of the
resolutions by Shareholders at a general meeting of the Company (
"General Meeting" ) ( "Resolutions" ) proposed in a circular, which
will shortly be despatched to Shareholders ( "Circular" ).
-- The Directors other than Richard Cunningham ("the Independent
Board") are strongly of the belief that the Proposed Transaction is
the only viable available option for securing the investment that
is necessary to support the Company in the immediate to medium
term, having regard to its current financial and trading position,
and the need for certainty of funding within a limited
timeframe.
-- The Proposed Transaction is conditional on the passing of the
Resolutions by Shareholders at the General Meeting, including a
special resolution which will give the Directors the required
authority to disapply statutory pre-emption rights in respect of
the potential future issue of new Ordinary Shares upon conversion
of the Convertible Loan Notes.
Simon Crowther, CEO of Solution, commented:
"I would like to take this opportunity to thank shareholders for
their continued support during this period of economic uncertainty.
The Board maintains its conviction that the market opportunity for
enterprise-level strategy execution software is significant. The
pressures COVID-19 has placed on businesses has brought this even
more into focus, as management teams realise they need a more
rigorous approach to organisation-wide strategy execution. The
feedback we have received from customers for our recent major
product release is encouraging and we continue to build positive
momentum in our sales pipeline. The funds now being raised provide
us with much-needed working capital and are expected to allow us
the flexibility to operate throughout this extended period of
uncertainty."
1. Introduction
The Company announces that it is proposing to raise in aggregate
GBP1.325 million (before expenses) by way of the issue of
Convertible Loan Notes to Herald Investment Management Limited
("Herald"), Richard Cunningham, Bury Fitzwilliam-Lay and Partners,
Antrak Limited and Didier Courtois Duverger ("the Investors"). The
Convertible Loan Notes will be unlisted and non-transferable and no
offer or invitation is being made to Shareholders more generally to
purchase, acquire or subscribe for any of the Convertible Loan
Notes in conjunction with the Proposed Transaction.
Richard Cunningham, the Non-Executive Chairman, has agreed to
participate in the Proposed Transaction and is one of the Investors
who has agreed to subscribe for the Convertible Loan Notes
following the passing of the Resolutions by Shareholders at the
General Meeting. Richard Cunningham's participation in the Proposed
Transaction is a related party transaction for the purposes of Rule
13 of the AIM Rules and, as a result, Richard Cunningham has not
been involved in the decisions taken by the Board to proceed with
the Proposed Transaction.
The Board has for several months been exploring the alternative
funding options that are available to the Company, and following
the conclusion of that review, the Independent Board is strongly of
the belief that the Proposed Transaction is the only viable
available option for securing the investment that is necessary to
support the Company in the immediate to medium term, having regard
to its current financial and trading position, and the need for
certainty of funding within a limited timeframe.
The Proposed Transaction is conditional on the passing of the
Resolutions by Shareholders at the General Meeting, including a
special resolution which will give the Directors the required
authority to disapply statutory pre-emption rights in respect of
the potential future issue of new Ordinary Shares upon conversion
of the Convertible Loan Notes.
The Independent Board strongly believes that the Proposed
Transaction is in the best interests of the Company and its
Shareholders as a whole. The Independent Board also stresses that
it is very important that Shareholders vote in favour of the
Resolutions at the General Meeting, as those Directors who hold
Ordinary Shares intend to do. The Independent Board believes that
if the Resolutions are not passed at the General Meeting and so the
Proposed Transaction does not proceed, it is likely that in the
very near future the Company may not be able to meet its
obligations as they fall due, thereby forcing the Board to consider
entering into administration or some other form of insolvency
procedure under which the prospects for recovery of value, if any,
by Ordinary Shareholders would be uncertain.
2. Background to and reasons for the Proposed Transaction, current trading and prospects
As has been the case for businesses of all sizes and across all
sectors, the Company's performance during 2020 has been
overshadowed by the novel coronavirus disease 2019 pandemic
("COVID-19 Pandemic") which, in the Company's case has forced
management to implement drastic measures to preserve cash in
response to a sudden and unprecedented drop-off in its customers'
willingness to engage in new sales activity and existing customers'
willingness to pay invoices in accordance with the agreed payment
terms. The Company entered 2020 with new business generation
already lower than had been anticipated and, as a result, the
Directors implemented a restructuring of the business in January
2020 to preserve cash whilst seeking to maintain the right
structure to support the Company's existing customers, secure new
business and continue the development of its strategy execution
software. Alongside this restructuring the Company implemented a
new sales approach designed to restore momentum. Despite early
positive signs of this change in strategy, the impact of the
COVID-19 Pandemic from March 2020 onwards has caused sales cycles
to extend and made it increasingly difficult to forecast future
sales.
Within the interim results statement released by the Company on
28 May 2020, the Board reported that, in order to address the then
developing situation, it had implemented further measures to reduce
the Company's cost structure and attain a monthly operating
breakeven position whilst acknowledging that the Company's
continuing viability in the longer term would depend on two
factors: securing new sales to existing and potential customers
and, the Company's ability to continue to align its cost base with
revenues as the economy emerged from lockdown.
At the same time, the Board first stated that additional capital
resources would provide the Company with greater security and would
allow flexibility to develop and execute its medium term recovery
and growth plan. As a result, alongside preparing an additional
cost reduction plan that could be implemented, if required, the
Board announced that it was in the early stages of reviewing
strategic options to introduce new capital to the Company and its
subsidiaries ("Group").
On 8 September 2020, the Board released a further update on the
Company's trading and financial position, reporting on operational
progress including the Summer 2020 product release and the securing
of a new customer, launching onto the new platform, along with a
substantial service order for an existing customer.
Within the same announcement an update was provided on the
progress being made in respect of the Board's strategic review of
the Company's options to introduce additional capital. The Company
reported that it had agreed a deferral and repayment plan with HMRC
in respect of Pay As You Earn (PAYE) and National Insurance
payments amounting to approximately GBP430,000 but had otherwise
been unable to secure access to additional capital at that time.
The Directors emphasised that, based on the Company's latest cash
flow projections, they anticipated that the Company was likely to
experience a cash shortfall by the end of the calendar year, albeit
noting their expectation that the Company should return to a
positive cash balance from February 2021 onwards, in line with the
Company's regular seasonal cashflow profile. As a result, the Board
further announced, as a key priority, its intention to scale up its
efforts to source new financing facilities with immediate
effect.
Since that date, the Company has continued to build encouraging
positive momentum within its sales pipeline, but the timing and
size of actual sales remains uncertain and the latest available
financial forecasts continue to show a cash shortfall building
during the current quarter. It is against this background that the
Independent Board is seeking to implement the Proposed Transaction.
The Board has for several months been exploring the alternative
funding options available to the Company (including those
specifically aimed at helping companies adversely affected by the
COVID-19 Pandemic), and following the conclusion of that review
(with all other options having been ruled out or proving not to be
available to the Company), the Independent Board is strongly of the
belief that the Proposed Transaction is the only viable available
option for securing the investment that is necessary to support the
Company in its immediate to medium term, having regard to its
current financial and trading position, and the need for certainty
of funding within a limited timeframe.
3. The Proposed Transaction
The Company has entered into a loan note instrument pursuant to
which the Company has created Convertible Loan Notes up to an
aggregate principal amount of GBP1.325 million ( "Convertible Loan
Note Instrument" ). The issue of the Convertible Loan Notes is
conditional only upon the passing of the Resolutions at the General
Meeting.
The Convertible Loan Notes are unsecured and non-transferrable
and no application will be made for their admission to trading on
any recognised securities exchange.
The Convertible Loan Note Instrument gives the holders of the
Convertible Loan Notes the right to convert the Convertible Loan
Notes they hold into Ordinary Shares at a price of 10 pence per
Ordinary Share (which represents a premium of approximately 98 per
cent. to the closing middle market price of 5.05 pence per Ordinary
Share on 16 October 2020, being the latest practicable trading day
prior to the date of this Announcement) at any time on or prior to
4 November 2023.
The Investors have also entered into irrevocable undertakings
with the Company whereby each of them has agreed to irrevocably
and, save only for the passing of the Resolutions at the General
Meeting, unconditionally to subscribe for the following aggregate
amounts of Convertible Loan Notes:
Subscriber Aggregate issue price
Herald GBP750,000
----------------------
Richard Cunningham GBP250,000
----------------------
Bury Fitzwilliam-Lay and Partners GBP125,000
----------------------
Antrak Limited GBP100,000
----------------------
Didier Courtois Duverger GBP100,000
----------------------
Upon the passing of the Resolutions, the Company shall issue the
Convertible Loan Notes to the Investors in the aggregate amounts as
set out above, and execute and deliver certificates in respect of
the Convertible Loan Notes subscribed for.
A copy of the draft Convertible Loan Note Instrument will be
available for inspection at the Company's registered office from
the date of the Circular until the time and date of the General
Meeting.
4. Related Party Transactions
Richard Cunningham is a Director of the Company and its
Non-Executive Chairman, whilst Herald is currently, prior to the
Proposed Transaction and as at the date of this document,
interested in (in aggregate) 4,082,846 Ordinary Shares,
representing approximately 13.8 per cent. of the existing Ordinary
Share capital of the Company, and is therefore regarded as a
"Substantial Shareholder" for the purposes of the AIM Rules.
Richard Cunningham has agreed to subscribe for Convertible Loan
Notes with an aggregate par value of GBP250,000 and Herald has
agreed to subscribe for Convertible Loan Notes with an aggregate
par value of GBP750,000 pursuant to the Proposed Transaction.
Richard Cunningham's and Herald's respective participations in the
Proposed Transaction constitute related party transactions under
Rule 13 of the AIM Rules.
The Independent Board considers, having consulted with N+1
Singer, that the terms of Richard Cunningham's and Herald's
respective participations in the Proposed Transaction are fair and
reasonable in so far as Shareholders are concerned.
5. Effect of the Proposed Transaction and Use of Proceeds
The net proceeds of the Proposed Transaction of GBP1.235 million
will provide much needed additional working capital to facilitate
the continued implementation of the Company's growth plan and will
be applied entirely towards meeting the Company's ongoing working
capital requirements.
After taking into account the receipt of the proceeds of the
Proposed Transaction, the Directors are of the opinion that the
Group has sufficient working capital for its present requirements
that is, for at least 12 months from the date of this document. The
Directors emphasise however that their central case financial
projections assume a modest increase in monthly recurring revenues
during the remainder of the FY21 financial year, more than
reversing the trend experienced since the onset of the COVID-19
Pandemic and that, whilst the proceeds of the Proposed Transaction
will provide the necessary flexibility in the event that the
expected growth in revenues does not materialise in the near term,
the Company's continuing viability in the longer term remains
critically dependent on its ability to secure new sales to existing
and potential customers. In addition, given the nature of the
COVID-19 Pandemic it is not possible to know the potential impact
of the ongoing crisis on the activities of the Group for the
current financial year and beyond and, in particular, it is
possible that as a direct or indirect result the Company will
continue to experience a slower and/or lower sales conversion rate
than the Directors have modelled within their central case
financial projections. This could in turn have a material adverse
effect on the Group's business, results of operations, financial
condition and prospects.
6. Additional Employee Share Option Awards
At the time of admission of the Company's Ordinary Shares to
trading on AIM, all outstanding existing share options were vested
and the original shareholders and management agreed that no further
share options would be issued for a further 12 month period
thereafter. The Board now believes that it is essential that
Shareholders, debt holders and management's interests are aligned
and that the management of the Company should be incentivised to
drive the business forward during these challenging times.
Currently, the Board is authorised to issue up to 10 per cent.
of the issued share capital of the Company under a long term
incentive programme ("LTIP") and options in respect of Ordinary
Shares. The following total number of options in respect of
Ordinary Shares are currently available to be issued by the
Board:
LTIP 1,774,296 Ordinary Shares (representing
6% of the issued share capital)
Ordinary Share options 1,182,864 Ordinary Shares (representing
4% of the issued share capital)
----------------------------------------
Given there are currently no LTIP's or share options granted,
the Board propose to issue the following LTIP's on completion of
the issue of the Convertible Loan Notes (all of which will vest at
10 pence per Ordinary Share and be subject to the achievement of
agreed performance criteria):
First allocation (to vest on
31 August 2021)
* 369,645
* Simon Crowther
* 266,144
* Alyson Levett
* 251,359
* Other employees (in total)
First allocation (to vest on
31 August 2022)
* 369,645
* Simon Crowther
* 266,144
* Alyson Levett
* 251,359
* Other employees (in total)
---------------------
The vesting of the LTIP options is subject to remaining employed
by the Company at the date of vesting, achieving agreed monthly
recurring revenue targets for the respective years and will require
the approval of the Company's remuneration committee.
7. Potential dilutive effect resulting from the Proposed Transaction
The Convertible Loan Notes are capable of being converted into
new Ordinary Shares at a price of 10 pence per Ordinary Share. In
the circumstances whereby all of the principal amounts of the
Convertible Loan Notes are converted on this basis they will upon
full conversion represent 30.9 per cent. of the issued share
capital as enlarged by such conversion (assuming there has not been
any other share issuances). Accordingly, upon full conversion of
all of the principal amounts of the Convertible Loan Notes,
existing Shareholders will experience dilution of approximately
45.0 per cent. In the circumstances whereby all of the rolled-up
interest attributable to the Convertible Loan Notes is also
converted on this basis they will upon full conversion represent
35.7 per cent. of the issued share capital as enlarged by such
conversion (assuming there has not been any other share issuances).
Accordingly, upon full conversion of all of the principal amounts
of and rolled-up interest attributable to the Convertible Loan
Notes, existing Shareholders will experience dilution of
approximately 55.6 per cent.
8. General Meeting
The Company will shortly dispatch the Circular to Shareholders
convening a General Meeting of the Company at which the Resolutions
summarised below will be proposed:
Resolution one - authority to allot securities
Resolution one is proposed as an ordinary resolution. This means
that, for the Resolution to be passed, more than 50 per cent. of
the votes cast must be in favour of the Resolution. Resolution one
grants the Directors authority to allot Ordinary Shares, or grant
rights to subscribe for or convert any security into Ordinary
Shares, up to an aggregate nominal value of GBP1,643,000. This will
enable the Directors to issue the Convertible Loan Notes to the
Investors. The authority granted by this resolution shall expire on
5 November 2023.
Resolution two - disapplication of pre-emption rights
Resolution two is proposed as a special resolution. This means
that, for the Resolution to be passed, at least 75 per cent. of the
votes cast must be in favour of the Resolution. Resolution two
shall disapply the statutory pre-emption provisions set out in the
Companies Act in respect of the allotment of Ordinary Shares, or
granting of rights to subscribe for or convert any security into
Ordinary Shares, up to an aggregate nominal value of GBP1,643,000.
This disapplication shall expire on 5 November 2023.
Resolution two is conditional on Resolution one being passed so
that, if Resolution one is not passed, neither of the Resolutions
will become effective and the issue of Convertible Loan Notes will
not be implemented.
9. Irrevocable Undertakings
Each of the Directors who hold Ordinary Shares and each of the
Investors have given an irrevocable undertaking to vote in favour
of the Resolutions in respect of their own beneficial holdings of
Ordinary Shares, together totaling 8,727,112, representing in
aggregate 29.46 per cent. of the issued Ordinary Shares.
10. Importance of the vote
IT IS VERY IMPORTANT that Shareholders vote in favour of the
Resolutions at the General Meeting. The Independent Board believes
that if the Resolutions are not passed at the General Meeting and
so the Proposed Transaction does not proceed, it is likely that in
the very near future the Company may not be able to meet its
obligations as they fall due, thereby forcing the Board to consider
entering into administration or some other form of insolvency
procedure under which the prospects for recovery of value, if any,
by Ordinary Shareholders would be uncertain.
11. Recommendation
The Independent Board strongly believes that the Proposed
Transaction is in the best interests of the Company and its
Shareholders as a whole. Accordingly, the Independent Board
recommend that Shareholders vote in favour of the Resolutions to be
proposed at the General Meeting as those members of the Board (and
that of their associates) who hold Ordinary Shares intend to do in
respect of their entire beneficial holdings of 2,675,702 Ordinary
Shares representing 9.03 per cent. of the current issued Ordinary
Share capital.
The person responsible for arranging the release of this
Announcement on behalf of the Company is Alyson Levett, Chief
Financial Officer.
For further information please contact:
i-nexus Global plc Via: Alma PR
Simon Crowther, CEO
Alyson Levett, CFO
N+1 Singer (Nominated Adviser and Tel: +44 (0)207 496
Broker) 3000
Sandy Fraser (Corporate Finance)
Tom Salvesen (Corporate Broking)
Alma PR Tel: +44 (0) 203 405
Caroline Forde / Josh Royston / Robyn 0212
Fisher
Important Notices
N+1 Singer, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting for the
Company and no one else in connection with the Proposed Transaction
and will not be responsible to any person other than the Company
for providing the regulatory and legal protections afforded to
clients of N+1 Singer nor for providing advice in relation to the
contents of this announcement or any matter, transaction or
arrangement referred to in it. N+1 Singer has not authorised the
contents of, or any part of, this document and no liability
whatsoever is accepted by N+1 Singer for the accuracy of
information or opinion contained in this announcement or for the
omission of any information.
A copy of this announcement will be available on the website of
Solution Group plc at (http://www.i-nexus.com) .
Forward-Looking Statements
This announcement includes statements that are, or may be deemed
to be, "forward-looking statements" which reflect the Directors'
current views, interpretations, beliefs or expectations with
respect to the financial performance, business strategy and plans
and objectives of management for future operations of the Group.
These statements include forward-looking statements with respect to
the Group and the sector and industry in which the business
currently operates. Statements which include the words "believes",
"estimates", "plans", "projects", "anticipates", "expects",
"intends", "may", "aims", "targets", "will", "should" or, "future",
"opportunity", "potential" or, in each case, their negatives, and
similar statements of a future or forward-looking nature identify
forward-looking statements. These forward-looking statements
include matters that are not historical facts. They appear in a
number of places throughout this document. Forward-looking
statements may and often do differ materially from actual results.
Any forward-looking statements in this document are based on
certain factors and assumptions, including the Directors' current
view with respect to future events and are subject to risks
relating to future events and other risks, uncertainties and
assumptions relating to the Company's operations, results of
operations, growth strategy and liquidity. While the Directors
consider these assumptions to be reasonable based upon information
currently available, they may prove to be incorrect. Save as
required by law or by the AIM Rules, the Company undertakes no
obligation to publicly release the results of any revisions to any
forward-looking statements in this document that may occur due to
any change in the Directors' expectations or to reflect events or
circumstances after the date of this document.
APPIX
SUMMARY TERMS OF THE CONVERTIBLE LOAN NOTE
The key terms and conditions of the Convertible Loan Note
Instrument are as follows:
a) The issue of the Convertible Loan Notes is conditional only
on the passing of the Resolutions at the General Meeting. There are
no other conditions to the issue of the Convertible Loan Notes.
b) The aggregate nominal value of the Convertible Loan Notes is
GBP1,325,000 and there is a minimum subscription amount of
GBP100,000 by an Investor for Convertible Loan Notes.
c) The Convertible Loan Notes are unsecured and non-transferable
and no application will be made for their admission to trading on
any recognised securities exchange.
d) The Investors have irrevocably agreed to subscribe for the
amount of the Convertible Loan Notes as set out against their names
in part I of this document immediately upon the passing of the
Resolutions at the General Meeting.
e) Following the issue of the Convertible Loan Notes, the
Investors may issue a conversion notice before the date on which
the Convertible Loan Notes are to be redeemed (see g below)
notifying the Company that they wish to convert part or all of
their Convertible Loan Notes into Ordinary Shares at a conversion
price of 10 pence per Ordinary Share.
f) The Investors may convert the Convertible Loan Notes they
hold, in part or all, at their sole discretion, provided that the
conversion will not result in a holder of Convertible Loan Notes,
together with any persons acting in concert with it, being
interested in Ordinary Shares carrying in aggregate more than 29.9
per cent. of the voting rights of the Company.
g) The Company is entitled at any time following the date which
is 12 months after the date of issue of the Convertible Loan Notes
to require the Investors to convert, in part or all, their
Convertible Loan Notes on a pro-rata basis into Ordinary Shares at
the conversion price of 10 pence per Ordinary Share, provided the
closing bid price of an Ordinary Share as shown in the Daily
Official List of the London Stock Exchange for a period of at least
60 consecutive days is equal to or exceeds GBP0.79 per Ordinary
Share.
h) Any Convertible Loan Notes not converted shall be redeemed on 4 November 2023.
i) Interest shall accrue on the Convertible Loan Notes at the
rate of 8 per cent. per annum and shall roll up, but shall not be
compounded, and all accrued interest that is outstanding shall be
payable in full on the date the Convertible Loan Notes are redeemed
or, alternatively, the Investors may choose to convert the rolled
up interest into Ordinary Shares at the same conversion price of 10
pence per Ordinary Share.
j) In the event that the Company is in default of any payment
obligation under the Convertible Loan Note Instrument, default
interest shall accrue (compounded quarterly) at the higher of 10
per cent. per annum and the base rate for the time being of
Barclays Bank plc.
k) The Convertible Loan Note Instrument sets out certain events
of default, on the occurrence of which the holders of Convertible
Loan Notes may, in their sole discretion, require immediate
repayment of the amounts due to them in respect of the Convertible
Loan Notes. These include:
a. the Company failing to make any payment due under the
Convertible Loan Note Instrument within seven days of such payment
becoming due;
b. material breach by the Company of the Convertible Loan Note
Instrument which is not cured within 30 days;
c. a breach of warranty given by the Company pursuant to the Convertible Loan Note Instrument;
d. the Company ceasing or threatening to cease or becoming
unable to pay its debts as they become due or ceasing to carry on
all or substantially all of its business;
e. an encumbrancer taking possession or a receiver,
administrative receiver, administrator or similar officer being
appointed in respect of the whole or any substantial part of the
Company's undertaking, property or assets; or
f. the Company initiating or consenting to bankruptcy, insolvency or composition proceedings.
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