"KEY COMMERCIAL TERMS OF INVESTMENT BY SGRF Subject to shareholder approval and other conditions precedent, the Company will place a US$65 million Convertible Loan Note ("Note") to SGRF. The Note is non-interest bearing and is unsecured and only repayable in an event of breach of the terms of the investment agreement which includes a breach of a representation or warranty, a breach of covenants, insolvency or the Company ceasing to conduct business or ceasing being listed on either AIM, LSE or ASX. The Note is convertible by SGRF at any time into fully paid ordinary shares of the Company at an issue price of £0.50 per share being an 11% premium to the 10 day volume weighted average price of Berkeley’s shares on AIM to 29 August 2017. Should the Company raise further equity prior to conversion of the Note at a price below £0.50 then the conversion price of the Note will be reset to the issue price of the equity raising, subject to a floor price of £0.27 per share. The Company may convert all or part of the Note into ordinary shares in the Company any time after Technical Completion of the centralised processing plant at Retortillo has occurred. Technical Completion is defined to occur once key commissioning tests have been successfully completed. If Technical Completion has not occurred 4 years after the issue of the Note, then the Note will automatically convert into shares at the lower of £0.50 per share or the last trading price of the Company's shares on AIM at the relevant time, subject to conversion at the floor price of £0.27 per share. The Note may also be converted by either SGRF or the Company if a change of control event occurs in relation to the Company"
Anyone knows what "breach of a representation or warranty" means? And is there any possibility of breaching covenants?
BKY Price at posting:
32.0¢ Sentiment: None Disclosure: Held
