LONDON - TEAM plc (AIM: TEAM), a wealth, asset management, and financial services group, has announced a funding initiative through the issuance of convertible loan notes (CLNs) to NFG Capital Limited. The company aims to raise up to £1,000,000 (gross) with this move, which is expected to bolster working capital and fund deferred consideration payments.
The CLNs, which are unsecured and carry an 8% annual interest rate, have a three-year term ending on December 23, 2027. TEAM plc has the option for early redemption after 12 months, while the note holder, NFG Capital Limited, cannot demand redemption before maturity without the company's consent.
The principal amount is drawable in four tranches of £250,000 each, with the first tranche available immediately and a minimum of 90 days between subsequent drawdowns. A 2% drawdown fee applies to each tranche after the first. Additionally, for the third and fourth drawdowns, TEAM plc will issue 250,000 warrants to the subscriber, exercisable at 10 pence per share, expiring upon conversion or repayment of the CLNs.
Conversion of the notes into ordinary shares is at the discretion of the note holder at any time before the third anniversary of the issue, at a conversion price of 15 pence per share. If not converted, the CLNs must be repaid at par on the maturity date, along with any accrued interest. In the case of a change of control before the third anniversary, the note holder has the right to convert at the conversion price or the actual share price if it is lower.
The CLNs will not be listed on any market but are transferable with TEAM's consent. An Extraordinary General Meeting (EGM) is scheduled for January 24, 2025, to seek shareholder approval for the issuance of shares related to this fundraising and other matters.
In a related announcement, Michael Gray will step down as a non-executive director on December 31, 2024, and will not be replaced. Philip Taylor will take over as Chair of the Remuneration Committee and continue as Senior Non-Executive director with a casting vote.
Mark Clubb, Executive Chair of TEAM plc, expressed gratitude for Gray's contributions since the company's IPO, noting his strategic counsel and wishing him success in future endeavors.
This financial strategy, based on a press release statement, is part of TEAM plc's broader efforts to secure funding for its operational and strategic initiatives.
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