Cambria Africa PLC Posting of Open Offer Circular (2620Q)

TIDMCMB

RNS Number : 2620Q

Cambria Africa PLC

05 June 2018

Cambria Africa Plc

("Cambria" or the "Company")

Posting of Open Offer Circular to raise up to GBP4.28 million

Cambria is pleased to announce that, further to its announcement of 15 May 2018 it is today posting a circular (the "Circular") to Qualifying Shareholders regarding an Open Offer of up to GBP4.28 million which will include up to GBP1.60 million through the conversion of loans into equity by Ventures Africa Limited ("VAL").

The Circular is also available on the Company's website at www.cambriaafrica.com. All capitalised terms in this announcement have the same meanings as those given to them in the Circular, unless the context otherwise requires.

The Open Offer will be open for acceptance from today, 5 June 2018 to its closing date on Friday, 6 July 2018.

The Open Offer is being made to Qualifying Shareholders on the register as at the Record Date of close of business on 1 June 2018, for up to 388,678,024 Offer Shares at 1.10 pence per Open Offer Share. VAL will limit its participation in the Open Offer to 145,000,000 Offer Shares through the conversion into equity of up to GBP1.60 million of its outstanding loans into Offer Shares ("VAL's Open Offer Participation").

Remaining Cambria shareholders will be entitled to subscribe for up to 243,678,024 Open Offer Shares in proportion to their current shareholdings on the basis of:

2 Open Offer Shares for every Existing Ordinary Share held.

Effectively, VAL will be capping its Open Offer Entitlement to 0.625 Open Offer Shares per Existing Ordinary Share held (compared to 2 for every one for Remaining Shareholders). The higher Entitlement Ratio will accordingly allow Remaining Shareholders to proportionally increase their shareholdings through participation in the Open Offer. Should the Open Offer be fully subscribed, VAL's shareholding would decrease to 50.8% from 65.6% currently.

Qualifying Shareholders are also being given the opportunity to apply for additional Open Offer Shares through an Excess Application Facility, provided that they take up their Open Offer Entitlements in full. VAL will not participate in the Excess Application Facility.

As announced on 15 May 2018, the Issue Price of 1.10 pence represents a discount of 8% to the 30 day volume weighted average price of 1.19p as at 4 May 2018.

Related Party

VAL is the controlling shareholder of Cambria. VAL's Open Offer Participation is accordingly a related party transaction under the AIM Rules for Companies. The independent directors, being all the directors with the exception of Mr Samir Shasha, having consulted with WH Ireland its nominated adviser, consider the terms of VAL's Open Offer Participation to be fair and reasonable insofar as shareholders of the Company are concerned. Since Mr Samir Shasha, the CEO of Cambria, is the ultimate beneficial owner of VAL, he was excluded from consideration of the fair and reasonableness of VAL's Open Offer Participation.

VAL has given WH Ireland an undertaking to continue its support for Cambria's listing on AIM and has agreed that it would exclude itself from any vote to delist the Company. VAL will however, retain its right to vote all the Cambria shares it holds against any proposal to delist the Company.

Full details of the Open Offer, including terms and conditions and details on how to accept the Open Offer, are set out in the Circular posted to Qualifying Shareholders today and available on the Company's website, http://www.cambriaafrica.com.

If any of the details contained in the timetable above should change, the revised times and dates will be notified by means of a further announcement.

All references are to London time.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

 
 Record Date for entitlement under           1 June 2018 
  the Open Offer 
 Announcement of the Open Offer,             5 June 2018 
  publication of this document and 
  the Application Form 
 Ex-entitlement Date of the Open             8:00am on 5 
  Offer                                        June 2018 
 Open Offer Entitlements and Excess    asap after 8:00am 
  CREST Open Offer Entitlements           on 6 June 2018 
  credited to stock accounts of 
  Qualifying CREST Shareholders 
 Recommended latest time and date            4:30pm on 2 
  for requesting withdrawal of Open            July 2018 
  Offer Entitlements from CREST 
 Latest time and date for depositing         3.00pm on 3 
  Open Offer Entitlements into CREST           July 2018 
 Latest time and date for splitting          3:00pm on 4 
  Application Forms (to satisfy                July 2018 
  bona fide market claims only) 
 Latest time and date for acceptance        11:00am on 6 
  of the Open Offer and receipt                 July2018 
  of completed Non-CREST Application 
  Forms and payment in full under 
  the Open Offer or settlement of 
  relevant CREST instruction (if 
  appropriate) 
 Announcement of result of Open              9 July 2018 
  Offer 
 Admission and commencement of              16 July 2018 
  dealings in the Shares on AIM 
 New Ordinary Shares credited to            16 July 2018 
  CREST members' accounts 
 New Ordinary Shares in certificated        19 July 2018 
  form 
 
 

This announcement contains inside information for the purposes of Article 7 of Regulation 596/2014.

 
 Contacts 
 
 Cambria Africa Plc:        www.cambriaafrica.com 
                            [phone] 
 Samir Shasha                0115 
 
 
 WH Ireland Limited:        www.wh-ireland.co.uk 
                            [phone] 
 James Joyce / Alex Bond     1666 
 

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END

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June 05, 2018 02:00 ET (06:00 GMT)