New Loan Notes & Amendment to Existing Facilities

 

TIDMMWH 
 
RNS Number : 4536J 
Millwall Holdings PLC 
30 March 2010 
 
              Millwall Holdings Plc ("Millwall" or the "Company") 
 
  Issue of New Loan Notes & Amendment to Loan Facilities & Existing Loan Notes 
 
The Company has issued loan notes ("New Loan Notes") pursuant to a loan note 
instrument dated 29 March 2010 and constituting GBP300,000 Unsecured 
Non-Convertible Loan Notes 2011. The New Loan Notes are unsecured, 
non-convertible, carry interest at a rate of 15 percent per annum and are due 
for repayment on 31 March 2011.  The New Loan Notes have been issued to the 
following subscribers: 
 
            Jeanne L Press              GBP150,000 
            Constantine Gonticas     GBP100,000 
            Keyse Holdings Limited  GBP50,000 
 
The Company has also completed an amendment to the secured facility agreement 
with Chestnut Hill Ventures LLC ("CHV") originally dated 1 March 2007 (as 
amended and restated on 2 April 2008 and further amended on 30 June 2008 and 17 
December 2009) ("Secured Facility Agreement") to extend the term of the 
facilities provided to the Company under the Secured Facility Agreement until 31 
March 2011. Other than the date of repayment, the terms of the Secured Facility 
Agreement will remain the same. 
 
The Company has also completed an amendment to the GBP300,000 Unsecured 
Non-Convertible Directors' Loan Notes 2010 constituted by an instrument of the 
Company dated 30 June 2008 ("Existing Loan Note Instrument") to extend the date 
of the loan notes issued by the Company under the Existing Loan Note Instrument 
("Existing Loan Notes") to Constantine Gonticas and Keyse Holdings Limited until 
31 March 2011.  Other than the date of repayment, the terms of the Existing Loan 
Notes will remain the same. 
 
The issue of the New Loan Notes and the amendment to the Existing Loan Notes 
each constitute a related party transaction under the AIM Rules due to the fact 
that Constantine Gonticas is a director of the Company, Jeanne Press is the 
spouse of Richard Press, also a director of the Company, and Trevor Keyse, a 
director of the Company, is a director of and has a controlling interest in 
Keyse Holdings Limited. The amendment to the Secured Facility Agreement also 
constitutes a related party transaction under the AIM Rules due to the fact that 
John Berylson and Demos Kouvaris, both directors of the Company, are directors 
of CHV and John Berylson has a controlling interest in CHV and CHV is a 
substantial shareholder in the Company.  The independent directors of the 
Company (which excludes Constantine Gonticas, Richard Press, Trevor Keyse, John 
Berylson and Demos Kouvaris) consider, having consulted with Seymour Pierce 
Limited, that the terms of the transactions are fair and reasonable insofar as 
shareholders of the Company are concerned. 
 
 
 
Contacts: 
 
Millwall:                                     Andy Ambler / Tom Simmons 
                                                020 7232 1222 
 
 
Seymour Pierce:                        Jeremy Porter / Tom Sheldon 
                                                020 7107 8000 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
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