Arria NLG PLC Convertible loan notes to raise circa US$5.0m (0791T)

TIDMNLG

RNS Number : 0791T

Arria NLG PLC

01 October 2014

1 October 2014

Arria NLG plc

("Arria" or the "Company")

Issue of convertible loan notes to raise circa US$5.0 million

Arria NLG plc (AIM: NLG), a leader in the development and deployment of Natural Language Generation ("NLG") technologies, announces that it has raised approximately US$5.0 million through the issue of unsecured convertible loan notes (the "Notes") to an existing shareholder of the Company.

On 30 September 2014 Arria entered into a subscription agreement with The Ikonic Fund SAC Limited ("Ikonic"), pursuant to which Ikonic has agreed to subscribe for the Notes in three tranches, by the following dates: (i) GBP1.232 million (circa US$2 million) of the Notes by 31 December 2014; (ii) GBP1.232 million (circa US$2 million) of the Notes by 31 December 2015; and (iii) GBP0.616 million (circa US$1 million) of the Notes by 31 March 2016. The issue of the Notes to Ikonic will raise a total of GBP3.08 million (circa US$5.0 million) for the Company.

Ikonic, which is an investment fund affiliated with a real estate, insurance and banking group based in the Bahamas, currently holds 3,125,000 ordinary shares in the capital of the Company (the "Ordinary Shares") representing approximately 3.06 per cent. of the issued share capital of the Company, together with listed warrants to subscribe for an additional 3,125,000 Ordinary Shares, exercisable until 30 September 2017 at GBP1.33 per Ordinary Share ("Warrants").

Once received, the funds raised by the issue of the Notes will be used to fund the Company's operations and expansion of its commercial activities, which are focussed primarily on the oil & gas and financial services sectors.

Under the terms of the subscription agreement, Ikonic has agreed that it (together with any parties to whom it is connected) will not acquire more than 25.0 per cent. of the issued ordinary share capital of the Company prior to 31 October 2019 (being the maturity date of the Notes), such percentage to be calculated on the assumption that Ikonic and any parties to whom it is connected have exercised all conversion rights attached to the Notes and Warrants. Ikonic shall be entitled to appoint an observer to receive Board papers and attend Board meetings of the Company.

Stuart Rogers, Chairman and Chief Executive of Arria NLG plc, commented:

"Since our listing on AIM in December 2013, Arria has made exciting progress with both our existing clients and new clients and we are in discussions with a number of parties in the oil & gas and financial services sectors about revenue earning contracts. It is now appropriate for the Company to raise additional funding to enable it to continue its commercial progress. The issue of the Notes to Ikonic is the start of this process and we are continuing our fundraising activities. As a result I anticipate that the Company will be raising additional equity or debt funding in the near future.

Terms of the Loan Notes

The Notes are constituted by a loan note instrument dated 30 September 2014 (the "Instrument") which creates GBP3,080,000 (circa US$5,000,000) of Notes.

The Notes have a maturity date of 31 October 2019 (the "Maturity Date") and accrue interest at a rate of five per cent. above the Bank of England base rate as at 31 October of each year (the "Interest Payment"). Interest Payments begin on 31 October 2015 and will be payable annually on 31 October each calendar year thereafter (the "Interest Payment Date") until the Maturity Date.

The Company can redeem the Notes, without penalty or fee, at any time upon 10 business days' notice to the holders of the Notes (the "Noteholders"). The Noteholders will be entitled to convert the Notes and any accrued but unpaid interest into new Ordinary Shares at a price of GBP0.40 per share (subject to adjustment in certain customary circumstances) during the first 10 business days of each calendar year and also following receipt of notice that the Company intends to redeem the Notes.

The Interest Payments shall be calculated with interest accruing on the principal amount of the Notes outstanding, compounding on an annual basis. Interest payments can be paid (and Noteholders can require them to be paid) through the issue of payment in kind notes of equal nominal value in full or partial satisfaction of any interest that has accrued but which remains unpaid in respect of the Notes up to that date.

For further information, please visit www.arria.com or contact:

 
 Arria NLG plc                                     Tel +44 (0) 20 7100 
  Stuart Rogers, Chairman and Chief Executive                     4540 
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 Allenby Capital Limited, Nominated Adviser        Tel: +44 (0)20 3328 
  and Joint Broker                                                5656 
  Jeremy Porter 
  Nick Naylor 
  James Reeve 
---------------------------------------------  ----------------------- 
 Westhouse Securities, Joint Broker               Tel: +44 (0) 20 7601 
  Antonio Bossi                                                   6100 
  Robert Finlay 
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 Walbrook, Financial PR and IR                      Tel: 44 (0)20 7933 
  Bob Huxford                                                     8792 
  Guy McDougall                                   arria@walbrookpr.com 
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This information is provided by RNS

The company news service from the London Stock Exchange

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