REG - APQ Global Limited - Notice of CULS Holder Meeting & Update

APQ GlobalAnnouncement

06/09/2024 17:15

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RNS Number : 3110D  APQ Global Limited  06 September 2024

6 September 2024

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT ARE NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN,
INTO OR FROM THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND
POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA),
AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA, ANY
MEMBER STATE OF THE EUROPEAN ECONOMIC AREA OR ANY OTHER JURISDICTION IN WHICH
THE SAME WOULD BE UNLAWFUL.

This announcement contains inside information for the purposes of Article 7 of
Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law by
virtue of the European Union (Withdrawal) Act 2018 as amended ("MAR"), and is
disclosed in accordance with the Company's obligations under Article 17 of
MAR.

 

APQ Global Limited

("APQ Global" or the "Company")

Notice of a Meeting of the CULS Holders

Trading Update

Update on publication of Annual Report & Accounts

 

APQ Global Limited, a company incorporated in Guernsey, is today publishing a
circular (the "Circular") to the holders of the Company's 3.5 per cent.
convertible loan stock 2024 (the "CULS") convening a meeting of the holders of
CULS ("CULS Holders"). The meeting is to consider proposals for the extension
of the settlement date for the CULS, which are due for repayment on 30
September 2024.

 

The proposals to CULS Holders are set out in the Circular which is available
to view on the Company's website at www.apqglobal.com. Capitalised terms in
this announcement, unless otherwise defined, have the same meanings given to
them in the Circular.

 

The Company is seeking the approval of CULS Holders for amendments to the
Trust Deed constituting the CULS, by way of a Resolution to be proposed at a
Meeting of CULS Holders convened for 11.00 a.m. on 30 September 2024. The
Company is seeking to amend the terms of payment of the CULS and is offering
additional economic benefits to the CULS Holders.

 

Background to and reasons for the proposals

 

The CULS were issued in 2017 and 2018. The Maturity Date of the CULS in
accordance with the Trust Deed is 30 September 2024, on which the Company has
covenanted to repay the outstanding CULS at par value, plus accrued interest.
The Company is in the process of raising cash for the purpose of repayment of
the CULS as described below, but considers that the costs of raising
sufficient cash to satisfy the full redemption payment on the Maturity Date
would be disadvantageous to the Company and its future prospects.

 

The Company is seeking a deferral of its payment obligations to satisfy the
full redemption amount of the outstanding CULS on the Maturity Date. The Board
is confident that the Company has sufficient resources to satisfy the full
redemption amount within six months after the Maturity Date.

 

The Company is in the process of generating cash from its business operations
within the group, in particular the Delphos business (see further below). In
addition, the Company has been engaged in negotiations for the refinancing of
the group's debt. These negotiations remain ongoing and there can be no
guarantee as to when they will be concluded. At present, the cash resources of
the Company are not sufficient to pay the outstanding CULS at par in full on
the Maturity Date. Whilst the Company could raise such cash through
liquidating certain assets, the Board considers that the relative costs of
doing so and the time required would be disadvantageous to the longer-term
interests of the Company and its stakeholders.

 

The Company is therefore seeking what is effectively a six-month standstill
from CULS Holders to commence on the Maturity Date, such that payment of the
outstanding CULS would be made as soon as possible thereafter and by no later
than 31 March 2025 (the "Settlement Date"). The Board is confident that full
repayment of the outstanding CULS will be made prior to 31 March 2025, and the
Company will make such payment as soon as reasonably practicable, likely
between three and six months following the Maturity Date.

 

In consideration of CULS Holders approving the proposed deferral of the full
payment of CULS redemption proceeds, the Company is offering to CULS Holders
two economic benefits:

 

·      On redemption of the CULS, the Company will pay to each CULS
Holder a redemption premium on the outstanding principal amount due for
repayment of the CULS. The redemption premium is 1.0 (one) per cent. of the
principal value of the relevant CULS for each month by which settlement is
extended beyond the Maturity Date (pro-rated in respect of partial months).

 

·      The interest rate applying to the outstanding CULS will be
increased from 3.5 per cent. to 6.0 (six) per cent. for the period from the
Maturity Date to the Settlement Date.

 

The amendments to the Trust Deed are set out in full in the text of the
Resolution set out in the Notice of Meeting at the end of the Circular.

 

The Board believes that the proposals set out in the Circular are in the
interests of CULS Holders as they should ensure that the full amount due and
owing to the CULS Holders at the Maturity Date will still be paid in full,
with an uplift in the final amount due. The Board firmly believes that the
payment can be made in full by 31 March 2025 and is seeking CULS Holders'
support while it is in the process of refinancing negotiations, so as not to
endanger the prospects of the Company by liquidating promising assets.

 

Trading Update

 

The main support for the CULS repayment comes from Delphos, the financial
advisory business for emerging markets private credit that is wholly owned by
the Company. The business is growing very rapidly and is, in the Board's
opinion, on the verge of generating significant cashflows, in addition to its
current cash and short-term third-party receivables position of around
USD10,000,000 in various APQ group entities.

Delphos is currently executing around 40 transactions in around 20 countries.
The average transaction size is around USD200,000,000 and the portfolio is
diversified across geographies (Africa, Central Asia, Middle East, Latin
America and South-East Asia) and sectors (infrastructure, renewables,
financial services and funds).

In terms of expected cashflows, the table below summarises management
estimates, all in USD:

September
2024:                                 500,000

October 2024:
            4,330,000

November
2024:
8,100,000

December
2024:
1,450,000

January 2025:
            7,085,000

February
2025:
8,312,500

March 2025:
            9,865,500

April 2025 - September 2026:               73,840,000

It is important to note that, while management believes these figures are
achievable, there is considerable uncertainty on the month-to-month
realisation of these cashflows.

The Company has also started discussions with a view to a partial or full
refinancing of the CULS. Initial discussions have been productive and, while
there is no guarantee that a successful refinancing will be achieved,
management believes that the initial momentum is encouraging to achieve a full
or partial refinancing in the months ahead.

 

Update on publication of Annual Report & Accounts

 

As previously announced, the Company continues to work diligently to support
the completion of its audit and expects to publish its FY23 Accounts as soon
as practicable. Trading in the Company's ordinary shares remain suspended. The
audit process is ongoing and is contingent on the outcome of the Meeting of
CULS Holders convened for 30 September 2024.  A further announcement is
expected to be made shortly thereafter.

 

The Circular is available to view on the Company's website at
www.apqglobal.com.

 

- End -

For further enquiries, please contact:

 APQ Global Limited                                     020 3478 9708
 Bart Turtelboom, Chief Executive Officer
 Wayne Bulpitt, Non-Executive Chairman

 Singer Capital Markets - Nominated Adviser and Broker  020 7496 3000
 James Maxwell

 Suntera - TISE sponsor                                 01481 737 277
 Claire Torode

 Investor Relations

                IR@APQGlobal.com

 

Notes to Editors

APQ Global Limited

APQ Global (ticker: APQ LN) is an investment company incorporated in Guernsey.
The Company focuses its investment activities globally (in Asia, Latin
America, Eastern Europe, the Middle East, Africa and the Channel Islands,
particularly). The objective of the Company is to steadily grow its earnings
to seek to deliver attractive returns and capital growth through a combination
of building growing businesses as well as earning revenue from income
generating operating activities in capital markets(1). APQ Global run a
well-diversified and liquid portfolio, take strategic stakes in selected
businesses and plan to take operational control of companies through the
acquisition of minority and majority stakes in companies with a focus on
emerging markets. For more information, please visit apqglobal.com.

(1) Where we refer to revenue from income generating operating activities this
relates to the revenue of our investee companies.

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