STONEHENGE METALS LIMITED ASX Code: SHE
30 October 2015
Stonehenge Metals Limited (Stonehenge, or the Company) today advises that it has restructured its existing convertible loan facilities. The restructure comes ahead of despatching a notice of meeting and lodging a Prospectus to effect the acquisition of 100% of the issued capital of Protean Energy Australia Pty Ltd (PEA).
On 1 July 2015 the Company announced that it had entered into a convertible loan facility for up to $300,000 with a small number of sophisticated investors. Subsequently on 11 August 2015 the Company announced it had secured an additional $300,000 loan facility (together the 'Original Facility'). Subject to shareholder approval, the Original Facility was convertible into shares at a price of 3.5¢ per share, representing a 20% discount to the 10-day VWAP calculated prior to announcement of the loan facilities. One free attaching option was also to be issued for every two shares issued on conversion with an exercise price of 5.3¢, representing a 50% premium to the conversion price, on or before 31 December 2018.
The Company has reached agreement with the providers of the Original Facility to amend the terms of the convertible loans in light of the terms of the proposed Prospectus described above and taking into account the level of risk the facility providers have assumed in the lead up to the Company's recompliance with Chapters 1 and 2 of the ASX Listing Rules. Below is a summary of the material amendments to the Original Facility.
Original Facility | Amended Facility | |
Facility Amount | $600,000 | $600,000 (no change) |
Repayment Date | 31 December 2015 | 31 December 2015 or 31 March 2016 by mutual agreement |
Interest Rate | 9.25% per annum payable in cash quarterly, on the last business day of each quarter. If Interest is not paid on the last business day of each quarter, the interest rate payable for the remainder of the interest period will increase to 12% per annum | Unchanged |
Facility Fee | 5% payable in cash | Unchanged unless extended by mutual agreement. If extended then an additional 2.5% in cash |
Conversion | Subject to shareholder and regulatory approval by no later than the Repayment Date, the Lender may at any time during the Draw Down Period, after the Company has completed a capital raising of at least $2 million, convert the outstanding balance in whole or in part into shares issued at the Conversion Price together with one free Attaching Option for every two shares issued on conversion by delivery to the Borrower of a notice duly executed by the Lender, completed as to the amount outstanding to be converted and the number of Shares (together with Attaching Options) to be issued on Conversion. | Subject to shareholder and regulatory approval by no later than the Repayment Date, the Lender may at any time during the Draw Down Period, after the Company has completed a capital raising of at least $2 million, convert the outstanding balance in whole or in part into shares issued at the Conversion Price together with one free Attaching Option for every one share issued on conversion by delivery to the Borrower of a notice duly executed by the Lender, completed as to the amount outstanding to be converted and the number of Shares (together with Attaching Options) to be issued on Conversion (Notice). |
Conversion Price | The price that is 3.5¢ per share being a 20% discount to the 10 day volume weighted average price of Shares on the ASX for the 10 traded days prior to the date the loan terms were advised to ASX. | The lower of 2.5¢ or a 15% discount to the 10-day VWAP prior to a Notice being received. For the avoidance of doubt the Conversion Price cannot be less than 2¢. |
Attaching Option | An unlisted Option exercisable at 5.3¢ each, being a 50% premium to the Conversion Price of 3.5¢ per share, on or before 31 December 2018. | An unlisted Option exercisable at 3.75¢ each, being a 50% premium to the Public Offer price of 2.5¢ per share, exercisable on or before 31 December 2018. |
On 11 August 2015 the Company advised it had raised $500,000 via the issue of 12,500,000 new shares at 4¢ per share to sophisticated investors under the Company's existing placement capacity under ASX Listing Rule 7.1 (Placement). The Directors have resolved, subject to shareholder approval, to issue the Placement participants with a 3-for-5 bonus share so as to reduce the average price of the Placement participants to be in line with the Public Offer price of 2.5¢. The Company also intends to seek shareholder approval to issue the Placement participants with a 1- for-1 free attaching option exercisable at 3.75¢ exercisable on or before 31 December 2018.
An updated indicative timetable for the Acquisition is set out below. The Company notes that the timetable may be subject to change.
Event | Date |
Despatch Notice of Meeting | 30 October2015 |
Lodgement of Prospectus | 16 November 2015 |
Prospectus Offer Open | 23 November 2015 |
Record date for Priority Offer under Prospectus | 30 November 2015 |
Shareholder meeting to approve Acquisition | 30 November 2015 |
Suspension from trading on ASX at opening of trading | 30 November 2015 |
Offer Close | 14 December 2015 |
Allotment of New Shares | 17 December 2015 |
Re-admission to the Official List | 29 December 2015 |
Further details of the matters described above will be set out in the Company's notice of annual general meeting dispatched to shareholders today.
For further information see www.stonehengemetals.com.au, www.proteanwaveenergy.com.au
or contact:
T: + 61 8 9481 2276
E: blane@stonehengemetals.com.au
Media Queries: Fran Foo - Media & Capital PartnersT: +61 416 302 719
E: fran.foo@mcpartners.com.au
Stonehenge has exercised its option to acquire the Protean WEC technology and completion of the acquisition is now subject to Stonehenge successfully re-complying with ASX Listing Rules.
The Protean WEC system is based upon a point-absorber wave energy converter buoy device, which floats at the water surface and extracts energy from the waves by the extension and retraction of a tether to its anchoring weight on the seabed. The device is unique in that it optimises the conversion of energy from waves at the surface through all six degrees of wave movement.
Figure 1: Protean WEC technology
The Protean WEC has been developed to use compact architecture to produce power from a small, low cost, scalable design targeted at keeping the projected cost of energy down. The Protean WEC has been designed to be cost competitive to manufacture, deploy and maintain. The future plans for the Protean WEC include the deployment of a pre-commercial demonstration of a scalable power array (wave farm) prior to moving the technology into early commercialisation. The Stonehenge assessment program aims to:
Refine the scale device to produce a suitable pre-commercial model;
Create a scalable power array so as to provide the power requirements of a prospective customer;
Test the demonstration wave farm for its potential to deliver cost effective power;
Verify the results, including commissioning of an independent expert to qualify the testing results; and
Commence commercialisation of the scalable array (wave farm) for small to medium customers.
For further information visit: www.proteanwaveenergy.com or www.stonehengemetals.com.au
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