TIDMTRIC

RNS Number : 0665K

Tricor PLC

23 December 2015

TRICOR PLC

("Tricor" or the "Company")

Issue of Unsecured Convertible Loan Notes

Tricor announces that it has successfully secured new investment into the Company of GBP50,000 through the issue of 0% unsecured convertible loan notes (the "Notes"). Tricor will utilise the funds raised to pursue its investing policy and to provide working capital.

The Notes have been subscribed by Reed Works Limited (the "Noteholder"), a British Virgin Islands incorporated company. The principal terms of the Notes are as follows:

   --      The Notes will be repayable by 31 December 2018 and do not carry a coupon.

-- Both the Company and the Noteholder have the right, but not the obligation, at any time to convert part of, or the whole of, the principal amount outstanding under the Notes into new ordinary shares of 0.001p in the capital of the Company ("Ordinary Shares") at the conversion rate of 0.3p for each Ordinary Share (which would represent approximately 8.3 per cent. of the as enlarged issued share capital of the Company).

-- The Noteholder will be issued with 66,666,667 warrants to subscribe for new Ordinary Shares (the "Warrants") if the entire principal amount of GBP50,000 is converted into shares (which would represent approximately 24.9 per cent. of the as enlarged issued share capital of the Company). The Warrants can be exercised at any time up until 31 December 2018 at 0.3p per Ordinary Share.

In addition, the Noteholder has the right, but not the obligation, to subscribe for an additional GBP250,000 of Notes upon the same terms and conditions.

If the Noteholder exercises its option to subscribe for the additional GBP250,000, together with the initial GBP50,000 subscribed, conversion of the Notes in full would result in the issue of 100,000,000 Ordinary Shares and exercise of the Warrants in full would result in the issue of 400,000,000 Ordinary Shares which, in aggregate, would represent approximately 73.1 per cent. of the as enlarged issued Ordinary Share capital of the Company (assuming that no other Ordinary Shares are issued and none of the other warrants already issued by the Company are converted). The Notes cannot be converted and the Warrants cannot be exercised if it would result in the Noteholder and its concert parties holding, in aggregate, interests representing 30% or more the Company's issued share capital or would otherwise trigger rule 9 of the Takeover Code.

Whilst the terms of the Notes and Warrants could significantly dilute existing shareholders of the Company through a conversion, the Board considers that given the Company's circumstances and having been seeking to raise further funds for some time, the Company otherwise has little opportunity to secure the funding required for working capital and to implement its investing policy for the benefit of shareholders. The Board shall continue negotiations with several parties with a view to securing additional funding to provide the Company with sufficient working capital as well as to assist the continued pursuit of its investing policy.

Enquiries:

 
 
 Tricor plc                          +44 (0) 20 7099 
  Michael Roberts, Chairman          7703 
  Chan Fook Meng, CEO                +65 62362985 
 Allenby Capital Ltd (Nominated 
  Adviser & Broker) 
  Jeremy Porter / Nick Naylor /    +44 (0) 20 3328 
  James Reeve                       5656

This information is provided by RNS

The company news service from the London Stock Exchange

END

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