TIDMWTE
RNS Number : 0598F
Westmount Energy Limited
24 October 2018
The information contained within this announcement is deemed to
constitute inside information as stipulated under the Market Abuse
Regulation (EU) No. 596/2014. Upon the publication of this
announcement, this inside information is now considered to be in
the public domain.
This announcement does not constitute an offer to sell or the
solicitation of an offer to buy any securities of the Company and
for the avoidance of doubt this announcement is not an offer and
not capable of being accepted.
24 October 2018
WESTMOUNT ENERGY LIMITED
("Westmount" or the "Company")
Convertible Loan Notes due 2021
Director/PDMR Shareholding
The Board of Westmount is pleased to announce that the Company
has raised GBP1,600,000, from three existing significant
shareholders of the Company, including Mr Gerard Walsh (Chairman),
through the issue of GBP1,600,000 principal of 10% convertible
unsecured loan notes due 2021 ("Convertible Loan Notes"). The
Company also announces that it may issue additional Convertible
Loan Notes up to a further GBP3,400,000 by invitation to a
restricted circle of existing shareholders and other potential
investors (the "Subscription") as GBP5,000,000 principal of
Convertible Loan Notes have been created pursuant to a loan note
instrument executed by the Company on 24 October 2018 (the "Loan
Note Instrument").
The net proceeds of the issuance of Convertible Loan Notes will
be used to pursue Westmount's ongoing investment strategy, as well
as for general corporate purposes.
Principal terms of the Convertible Loan Notes
The principal terms of the Convertible Loan Notes are as
follows:-
(a) the Convertible Loan Notes are repayable at their full
nominal value on 31 March 2021, unless the Company elects to repay
(by issue of an "Early Repayment Notice"), in whole or in part, the
Convertible Loan Notes at their full nominal value at any earlier
time and without penalty, by giving not less than 20 days' notice
thereof to the holders of the Convertible Loan Notes (the
"Noteholders") or such notice period as the Company and the
relevant holder may agree;
(b) the Convertible Loan Notes will become repayable immediately
(together with interest accrued thereon) upon certain events of
default occurring in relation to the Company (including for this
purpose, a takeover offer for the Company becoming or being
declared wholly unconditional);
(c) interest, which is aggregated on a daily basis, is payable
on the Convertible Loan Notes at the rate of 10 per cent. per
annum; payable in arrears on 31 October 2019, 31 October 2020 and
pro-rata at repayment date.;
(d) a Noteholder has the right at any time from 31 October 2020
up until the final repayment date upon giving not less than 3
calendar months' prior written notice to the Company ("Noteholder
Loan Note Conversion Notice"), to convert the principal amount of
the Convertible Loan Notes held (plus any accrued interest post the
31 October 2020) into new ordinary shares of nil par value in the
Company ("Ordinary Shares") at an amount per share equal to the
higher of GBP0.08 per share and a 25% discount to the volume
weighted average price ("VWAP") of the Ordinary Shares as reported
by Bloomberg for the 5 trading days immediately prior to the date
that the conversion notice becomes effective (the "Noteholder
Conversion Price"), provided that an Early Repayment Notice has not
been issued by the Company in advance.
(e) the Company has the right, upon giving not less than 5 days'
prior written notice to a Noteholder, to convert the interest
payable on the 31 October 2019 into new Ordinary Shares at a 10%
discount to the VWAP of the Ordinary Shares as reported by
Bloomberg for the 5 trading days immediately prior to that interest
payment date (the "Company Conversion Price") with any such
conversion effective on that interest payment date;
(f) a Noteholder also has the right upon giving not less than 3
calendar months' prior written notice to the Company, to convert
the interest payable on the 31 October 2020 into new Ordinary
Shares at the Noteholder Conversion Price (with any such conversion
effective on that interest payment date);
(g) the conversion rights under the Convertible Loan Notes may
be subject to adjustment as the Company's auditors, nominated
adviser or broker (as appointed by the Board for that purpose)
thinks fit in the event of specific corporate actions affecting the
share capital of the Company after conversion notices have been
issued;
(h) the Convertible Loan Notes registered in a Noteholder's name
will be evidenced by a Convertible Loan Note certificate issued by
the Company (and will not be issued in uncertificated form);
(i) the Convertible Loan Notes are not transferable;
(j) the Convertible Loan Notes will not be listed on AIM or any other stock exchange;
(k) Ordinary Shares issued on the exercise of conversion rights
in respect of the principal of, or interest on, the Convertible
Loan Notes will be issued in certificated form or uncertificated
form (at the election of the Noteholder (in the notice exercising
the relevant conversion rights or as provided to the Company);
and
(l) following conversion of any Convertible Loan Notes the
Company shall, within 3 business days after the effecive date of
the relevant conversion, allot and issue the new Ordinary Shares to
be issued upon such conversion and, provided the Ordinary Shares
are traded on AIM (or any other stock exchange), make an
application for the new Ordinary Shares to be admitted to trading
on AIM (or that other stock exchange).
The Subscription
Letters of invitation to subscribe are being sent to a
restricted circle of shareholders and other prospective investors,
providing further detail on the Subscription and the application
process. The Company expects to complete the Subscription by 15
November 2018, following which it will announce the total amount
raised. The Company may, at its discretion, extend this deadline,
albeit to no later than 30 November 2018.
The availability of the Subscription has been limited in order
to avoid the requirement to publish a prospectus in accordance with
Jersey and UK prospectus legislation. Such action has been taken to
avoid substantial costs for the Company and the requirement for
significant management resource in the short to mid-term, that the
Directors believe would be a hindrance to implementing Westmount's
strategy.
Convertible Loan Notes may only be subscribed for, and will only
be issued by the Company, in multiples of GBP5,000 principal.
Under the terms of the Subscription, subscribers will undertake
not to dispose of any Ordinary Shares issued on conversion of the
Convertible Loan Notes for a period of 3 months following the date
of such issue.
Related Party Transactions
Hargreave Hale Limited ("Hargreave Hale"), which controls
approximately 15.2 per cent of the Company's existing issued
ordinary share capital, and Mr Gerard Walsh (Chairman) are deemed
to be related parties pursuant to Rule 13 of the AIM Rules for
Companies. Hargreave Hale and Mr Walsh have subscribed for
Convertible Loan Notes with a value of GBP1,000,000 and GBP500,000
respectively, which therefore each constitute Related Party
transactions.
The independent directors of the Company (namely Thomas
O'Gorman, Dermot Corcoran and David King) consider, having
consulted with Cenkos Securities plc, the Company's nominated
adviser, that the terms of the issue of Convertible Loan Notes to
Hargreave Hale and Mr Walsh are fair and reasonable insofar as the
Company's shareholders are concerned.
Director's Loan Repayment
Further to the Company's announcement dated 28 August 2018, the
Company gives notification that the interest-free loan made by Mr
Gerard Walsh to the Company for GBP200,000, has been settled
through the issue of GBP200,000 principal of Convertible Loan
Notes. The balance of GBP300,000 principal of Convertible Loan
Notes has been paid for by Mr Walsh in cash.
For further information, please contact:
Westmount Energy Limited www.westmountenergy.com
David King, Director Tel: +44 (0)1534 823133
Jane Vlahopoulou
Cenkos Securities plc Nomad and Broker Tel: +44 (0)20 7397
8900
Nicholas Wells / Harry Hargreaves (Corporate
Finance)
Template for notification and public disclosure of transactions
by persons discharging managerial responsibilities and persons
closely associated with them
1 Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Gerard Walsh
------------------------------------ -------------------------------------------
2 Reason for the notification
---------------------------------------------------------------------------------
a) Position/status Director/Chairman
------------------------------------ -------------------------------------------
b) Initial notification Initial notification
/Amendment
------------------------------------ -------------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
---------------------------------------------------------------------------------
a) Name Westmount Energy Limited
------------------------------------ -------------------------------------------
b) LEI 213800GJISWVBB5S3L84
------------------------------------ -------------------------------------------
4 Details of the transaction(s): section to be repeated
for (i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions
have been conducted
---------------------------------------------------------------------------------
a) Description of the Loan notes convertible into ordinary
financial instrument, shares of nil par value
type of instrument
Identification code N/a
------------------------------------ -------------------------------------------
b) Nature of the transaction Purchase of convertible loan notes
------------------------------------ -------------------------------------------
c) Price(s) and volume(s)
--------------------- ----------------
Price(s) Volume(s)
--------------------- ----------------
GBP500,000 -
--------------------- ----------------
d) Aggregated information N/a
- Aggregated volume
- Price
------------------------------------ -------------------------------------------
e) Date of the transaction 24 October 2018
------------------------------------ -------------------------------------------
f) Place of the transaction Outside of trading venue
------------------------------------ -------------------------------------------
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END
MSCMIBBTMBJTBBP
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