Current Investor News
Details of the Secured Loan Note offer
The New Closing Date for the Minimum Subscription of the revised Secured Loan Note ("SLN") offer is 11 September 2009.
The 2p conversion rate (of the proposed secured convertible loan notes to be substituted) for Secured Loan Notes will no longer be available after 11 September 2009.
Meldex wrote to all Qualifying Shareholders with full details of the SLN offer on 25 June 2009. The Company wrote again on 5 August with an update on and revisions to the SLN offer.
Any Qualifying Shareholder who has not received the SLN documentation should contact the Company to request a copy by calling 01223 394250 or by sending an email to BJM@meldexinternational.com
Shareholders now have the opportunity to acquire Secured Loan Notes with an annual coupon of 4.5% in the Company. Each Secured Loan Note is secured by a debenture over the assets of the Company. Shareholders may subscribe for Units of £2,500 per Unit. Shareholders may subscribe for any number of Units irrespective of their current shareholding in the Company.
Full details of the SLN Offer, including the terms and conditions on which it is made, are set out in the SLN Issue Document and in the Application Form, which were sent to Shareholders on 25 June 2009. The form of the Instrument constituting the Loan Notes is also set out in this Document, together with a summary of the Security Trust Deed and the Debenture. An update on and revisions to the SLN offer were sent to Shareholders on 5 August 2009.
A “Consent Form” was sent to all Qualifying Shareholders as part of this updated SLN documentation.
The consent of each SLN Applicant is required to certain of the revisions to the SLN Offer set out in the Supplementary Circular sent to Shareholders on 5 August 2009. SLN Applicants who subscribe for Loan Notes must return a completed Consent Form prior to the New Closing Date with their completed Application Form for their application to be treated as valid. Such SLN Applicants are encouraged to return a completed Consent Form with their completed Application Form.
Shareholders do not have to participate in the SLN Offer if they do not wish to do so.
The SLN Offer is available to Qualifying Shareholders on the register of members of the Company on the SLN Offer Record Date and in respect of their Ordinary Shares held on the SLN Offer Record Date (25 June 2009).
Terms of the SLN offer
The main terms of the SLN Offer are as follows:
- the term is three years at an annual coupon of 4.5% payable on redemption, or at the election of the applicant, annually;
- each Unit is secured by debenture against the assets of the Company;
- the debenture will be held by Amstel Securities NV acting as security trustee for Loan Noteholders;
- the Loan Notes are not transferable save in limited circumstances (including to certain family members, family trusts and group companies for corporate investors);
- details of the Minimum Subscription to be raised from the SLN Offer (and the aggregate nominal amount of applications from existing creditors of the Company seeking to exchange debt for Loan Notes which may be included in this total) are set out in the revised documentation which was sent to Shareholders on 5 August 2009;
- subscription funds will be held in an escrow account with the Company’s lawyers and will only be released to the Company if certain conditions are met. These conditions are detailed in the documentation which has been sent to Shareholders;
- the closing date for the Minimum Subscription has been extended to 11 September 2009. If the Minimum Subscription (or an amount sufficient to secure the Company’s financial stability without achieving in full the originally proposed Minimum Subscription of £6,000,000) has not been fully subscribed by close of business on the extended closing date, then all funds held in escrow (including interest payable on these monies) will be returned to applicants;
The Directors currently intend as soon as reasonably practicable, following receipt of the Minimum Subscription, to prepare a prospectus offering Shareholders the opportunity to substitute the SLN for convertible loan notes convertible into Ordinary Shares at a conversion price of 2p per share. (The circular that was sent to shareholders on or around 25 June 2009 had referred to a proposed conversion price of 10p per share).
The Directors reserve the right to:
- amend the terms of the SLN Offer in such manner as the Directors see fit provided that such amendment would not adversely effect the interests of the holders of Loan Notes; and,
- at any time prior to the announcement of completion of the SLN Offer to withdraw the SLN Offer and not proceed with the SLN Offer if they conclude that the implementation of the SLN Offer is no longer in the best interests of the Company and/or Shareholders as a whole.
Qualifying Shareholders
Qualifying Shareholders are those Shareholders who are entitled to participate in the SLN Offer, being a Shareholder on the register of members of the Company at the SLN Offer Record Date (25 June 2009) who is not an Overseas Shareholder.
Overseas Shareholders
Overseas Shareholders are Shareholders whose address in the Company’s register of members is outside the UK.
The SLN Offer is not available to Shareholders with a registered address in the United States, Canada, Australia, New Zealand, South Africa or Japan or any other Restricted Jurisdiction. Overseas Shareholders should note that they should satisfy themselves that they have fully observed any applicable legal requirements under the laws of their relevant jurisdiction if they intend to participate in the SLN Offer.
