Increase of Convertible Loan Amount
24/03/2009 12:30pm
UK Regulatory
TIDMHIG
RNS Number : 3781P
Hertford International Group PLC
24 March 2009
24 March 2009
Hertford International Group Plc
("Hertford" or "Company")
Increase of Convertible Loan Amount
Hertford (ticker: HIG.L), an AIM listed company which provides cheque cashing,
money transfer and pre-paid debit card services, announces that it has agreed
with Dexapoint United Corporation ("Dexapoint") to increase the amount of a
convertible loan agreement from GBP1,250,000 to GBP1,750,000. The original
convertible loan agreement was described in Hertford's most recent Admission
Document as "Loan II" and the excerpt from the admission document describing the
original loan agreement can be found below.
As part of the agreement to increase the loan amount the numbers of warrants
attached to the loan have been increased proportionally. The new number of
warrants outstanding amount to (i) 500,000 shares at a price of 20 pence per
share, and (ii) 2,916,666 shares at a price of 15 pence per share, and (iii) one
share for every four shares converted pursuant to Loan II at price of 15 pence
per share, but limited to a maximum number of 3,365,385 shares. The warrants are
exercisable from 1 August 2009.
This facility will allow Hertford to accelerate the pursuit of various business
opportunities in the short-run, whilst ensuring the company can continue to meet
its liabilities; specifically this facility would need to be drawn down at the
end of July to settle the second instalment for the purchase of CEL.
The loan is now repayable on the following basis;
* The lower of GBP238,889 or the total amount of the facility drawn down on or
before 31 July 2010,
* The lower of GBP238,889 or the balance of the facility outstanding on or before
31 December 2010,
* The lower of GBP377,778 or the balance of the facility outstanding on or before
31 July 2011,
* The lower of GBP377,778 or the balance of the facility outstanding on or before
31 December 2011,
* And any amount remaining outstanding from the drawn amount by 31 July 2012
Dexapoint has given an undertaking to the Company not to exercise any rights to
acquire shares under this agreement nor any of the other agreements referred to
in Hertford's most recent admission document, if as a result of such acquisition
and/or any relevant allotment of shares in the capital of the Company, it,
together with persons acting in concert with it, as defined in the City Code,
would hold 30 per cent. Or more of the entire issued share capital of the
Company unless the issue of the said shares has received prior approval in
general meeting by a vote of independent shareholders in the manner described in
paragraph 3 of Note 10 to Rule 9 of the City Code
For further information contact:
Hertford International Group Plc:
Paul Marks Non-Executive Chairman Tel: +44 (0) 20 3178 4440
Paul Seakens Company Secretary
www.hertfordinternationalgroup.com
Zimmerman Adams International Limited
Thilo Hoffman Tel: +44 (0) 20 7398 2900
Charity Walmsley Tel: +44 (0) 20 7398 2900
2008 Convertible Loan Agreement II
Dexapoint has entered into a loan agreement ("Loan II") with the Company dated
19 November 2008 under which it is agreed to lend the Company up to
GBP1,250,000, which can be drawn down in one amount at any time from 1 February
2009 to 31 August 2009, subject to the Company having by that time completing
the Acquisition. Interest on the amount drawn down will be charged at the rate
of 10 per cent. per annum and the loan will be repayable as to (i) GBP138,889 or
the total amount of the loan drawn down if less on 31 July 2010, (ii) as to
GBP138,889 or the total amount of the loan drawn down if less on 31 December
2010, (iii) as to GBP277,778 or the total amount of the loan drawn down if less
on 31 July 2011, (iv) as to GBP277,778 of the total amount of loan drawn down if
less on 31 December 2011, and (v) any balance on or before 31 July 2012. The
Company has the right to re-pay earlier at its choice and the loan will become
due and payable immediately in the event of certain insolvency related events in
relation to the Company. Subject to the above undertaking Dexapoint may convert
all or part of Loan II that has not previously been repaid by the Company into
Ordinary Shares in the Company at any time. For conversions up to and including
on 31 December 2009 the price per share will be 13 pence; for conversions
between and including 1 January to 31 December 2010 the price per share will be
15 pence; and for conversions between and including 1 January to 31 December
2011 the price per share will be 17 pence. As consideration for the loan
Dexapoint has been issued with warrants over (i) 500,000 shares at a price of 20
pence per share, and (ii) 2,083,333 shares at a price of 15 pence per share, and
(iii) one share for every four shares converted pursuant to Loan II at price of
15 pence per share, but limited to a maximum number of 2,403,846 shares.
This information is provided by RNS
The company news service from the London Stock Exchange
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