Milamber Ventures Plc - Trading Update and Issue of Equity
PR Newswire
London, April 5
5 April 2019
Milamber Ventures plc
("Milamber" or the "Company")
Trading Update
The Board of Milamber announces the Company has executed the following agreements:
At the year ending 31 March 2019, Milamber has substantially improved its balance sheet as long-term liability Loan Notes and services representing £520,684.66 of cash and services provided to Milamber by Milamber Ambassadors and Directors are being converted to shares at 9 pence per share and 13 pence per share. This will result in 5,066,480 ordinary shares being issued to various parties.
Milamber is announcing a new product offering called Passion4Education.
Milamber is securing innovative education projects to film and Patrons to sponsor the filming of these projects.
In times past, creative people; painters, poets, playwrights, were funded by Patrons; wealthy benefactors, often aristocrats, who sponsored their artistic works, to showcase to the world their talent and vision. Milamber through the Passion4Education brand is creating a modern-day Patron sponsorship programme allowing individuals and organisations to sponsor the filming of these innovative education projects so we can tell their stories and explain to wider audiences how they are improving education for the better.
Passion4Education is seeking:
Innovative education projects to film
Patrons to sponsor filming them
More information can be found at http://www.milamber.co.uk/film/
Select Invoice Finance Limited ("SIF") is to become the first "Platinum Filming Sponsor" for the Passion4Education filming project.
Milamber has agreed to issue SIF a Sponsorship "Warrant" for £33,888.89 to subscribe for 3,388,889 Milamber ordinary shares at 1 pence each.
The Warrant will have the following conditions: a one-year lock in if shares sold at less than 9p per share unless otherwise agreed between the Parties. Orderly market conditions on any sale of shares if over 9p per share or after one year. If Milamber and/or SIF secures cash for sale of these shares at the following mid-market share price then:
Up to 9p - No share sale proceeds will go to Milamber - recoupment of all monies goes to SIF.
Above 9p per share - Share sale proceeds above this share price will be split 50% to SIF and 50% to Milamber with these proceeds going towards funding further filming for the Passion4Educaiton filming project
If SIF holds the shares then any dividends will be payable in full to SIF, which has also entered into an invoice finance facility with Milamber's 100% owned subsidiary, Astara Training Limited.
The terms for the £310,000 investment from Goldvista Properties Limited that was previously announced have now been agreed as follows:
The investment shall be treated as a Convertible Loan which can be converted into equity in Milamber at a minimum of 9 pence per share or at the mid-market price at time of conversion (subject to minimum of 9 pence per share).
The Convertible Loan will accrue interest at a rate of 10% per annum beginning from the dates on which the loans were given, any interest will up to 30 June 2019 be rolled-up into the convertible loan and thereafter payable on six monthly basis, with the first payment due on the 31 December 2019 for the previous 6 months interest. The Convertible Loan will be treated as a Long-Term Liability held on the balance sheet on a 365+1 day rolling basis. If the loan is converted into equity, then the shares will be subject to a lock-in period and orderly market conditions relating to any share sale and Goldvista Properties Limited. Milamber has the right to repay any outstanding balance of the loan on or before 31 December 2020 without converting to equity. At any time, post 31 December 2020, Goldvista Properties Limited can request a Loan Repayment plan.
Finally, conditions precedent for the acquisition of Astara Training Limited have now been met, therefore, Victoria Smith and Dave Henderson are now being issued £16,666 of ordinary shares at 4.5p per share resulting in a total of 740,712 shares being issued for the acquisition of Astara as previously announced.
The number of shares pre this announcement was 15,366,989. We are issuing a total of 9,196,081 new shares resulting in the total number of shares in issue being 24,563,070 shares.
Shareholders with over 3% shareholding:
Select Invoice Finance 13.79%
Andrew Hasoon 7.99% (related party 9.79%)
Jason Velody 7.11%
Armstrong MacTavish Limited 5.44%
James Drace-Francis 5.37%
Bill Hughes 4.98%
Tim Moore 4.84%
Goldvista Properties Limited 3.39%
Total 52.91% (54.71%)
The directors of the Company accept responsibility for the contents of this announcement.
-ends-
ENQUIRIES:
Milamber Ventures Plc
Andy Hasoon
T: 07768 875 681
E: andy.hasoon@milamber.co.uk
www.milamber.co.uk
Leander (Financial PR)
Christian Taylor-Wilkinson
T: 07795 168 157
E: ctw@leanderPR.com
