£3.0 million received from subscription of New Convertible Loan Notes

23 August 2024

Everest Global plc

(“Company”)

£3.0 million received from subscription of New Convertible Loan Notes

The directors of the Company refer to the announcement of 15 August 2024 whereby the Company constituted a loan note instrument pursuant to which the Company may issue up to £50 million loan notes in tranches of integral multiples of £250,000 at any time. Each tranche of loan notes will have an initial term of 3 years from the date of the certificate being issued to the relevant noteholder (the “Loan Note Instrument”).

The Company announced that it had issued 14 unsecured convertible loan notes (“CLNs”) to Surich Real Estate Opportunity Fund SPC (“SPC” or the “Noteholder”) in an aggregate value of £3.5m.  Subsequently, the Noteholder and the Company agreed that £3.0m of funds would be sufficient for the Company’s current working capital requirements and accordingly, the subscription was amended to comprise 12 CLN’s and £3.0 million has been received into the Company’s bank account. The Noteholder has indicated that should the Company require further funding it would be amenable to subscribe for more, should their circumstances permit.

SPC is wholly owned and controlled by Mr Ziwei Peng. Mr Peng is the owner and controller of Golden Nice International Group Limited, which holds a 24.55% interest in the issued share capital of the Company. Given Mr Peng’s holding in the Company, the issue of the CLNs to SPC is a related party transaction for the purposes of Rule 7.3 of the Disclosure Guidance and Transparency Rules.

The Company is issuing the CLNs to fund the Company's working capital and capital expenditure requirements for the time being and in order to work towards executing its strategy to undertake one or more further acquisitions of businesses (either shares or assets) in the beverage distribution and production sector in the UK and the rest of Europe as set out in its prospectus dated 31 October 2023.

The material terms of the Loan Note Instruments are:

-          the aggregate principal amount of the loan notes is limited to £50m and they will be issued in integral multiples of £250,000;

-          the loan notes issued pursuant to the Loan Notes Instrument  are unsecured;

-          the term of each tranche of loan notes is 3 years from the date of the certificate of the applicable loan notes;

-          they are convertible into ordinary shares of £0.02 each in the issued share capital of the Company (“Ordinary Shares”);

-          the Noteholder will not be able to convert loan notes in the first 12 months from the date of issue of such loan notes;

-          the Noteholder will not be able to convert loan notes if in any rolling 12 month period Everest has already issued 20% of its entire issued share capital, unless:

• a prospectus is published by the Company which includes a disclosure referring to the conversion of such loan notes and admission of the new Ordinary Shares to the Official List of the Financial Conduct Authority and to trading on the London Stock Exchange’s main market for listed securities; and
• the issue of such new Ordinary Shares will not result in such noteholder, together with any persons acting in concert with it, holding 30 per cent. or more of the voting rights of the Company at any time;

-          the Noteholder will not be able to convert loan notes to the extent that such noteholder, together with anyone acting in concert with them, will hold 30% or more of the voting rights in Everest,  unless independent shareholders have given their approval and the Takeover Panel has waived the obligation to make an offer for the entire issued share capital of Everest;

-          the Noteholder may request the payment of interest on the anniversary date of the issue of the loan notes to them or request that the interest is rolled up and capitalised;

-          the interest rate that will be applied to outstanding loan notes s is 6% per annum;

-          the conversion price of the loan notes is a price per Ordinary Share of £0.04;

-          at the end of the term of each tranche of loan notes (or such other date that the Company notifies the relevant noteholders in writing in respect of such tranche of loan notes), Everest will repay the principal amount of such tranche of loan notes not converted, plus accrued interest, by issuing new ordinary shares or cash (at the Company’s election) ; and

-          the CLNs can only be transferred to a party approved by the Directors.

As at today’s date, excluding any accrued interest, £254,450 of previously issued convertible loan notes remain outstanding pursuant to convertible loan note deeds (all of which are held by Golden Nice International Group Limited, a company wholly owned by Mr Ziwei Peng), further details of which are set out in the table below:

This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014 (which forms part of domestic UK law pursuant to the European Union (Withdrawal) Act 2018).

The directors of the Company accept responsibility for the content of this announcement.

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