News and Press Releases

Issue of Convertible Loan Note, Issue of Equity And Refinancing Update

8 Jan 2014

The Board of Directors of Sefton (the “Board”) is pleased to announce that they have today received new financing from Hanover Holdings I, LLC, an affiliate fund of Magna Group, LLC (“Magna”), a US based investment fund (the “Loan Note”). The key terms of the Loan Note are as follows:

  • Type of financing instrument – unsecured convertible loan note.
  • Principal amount - $210,000.
  • Amount received by the Company - $190,000.
  • Interest coupon – 4% per annum, accrued monthly, payable on redemption or conversion, and payable at the discretion of the Company in either cash or common stock of no par value (“Common Shares”).
  • Term – repayable on 17 December 2014.
  • Early redemption – Any amount of principal may be repaid at a 20% premium (plus accrued interest) at any time and at any time after 90 days the holder can demand payment in full at face value plus accrued interest.
  • Conversion – Any principal element of the note can be converted into Common Shares at the discretion of Magna at any time at 85% of the volume weighted average price (“VWAP”) for the five trading days prior to conversion, subject to a floor price of £0.00195 (which does not apply if the Company is in default).
  • Warrants – The Company has issued Magna with 5,141,779 warrants to subscribe for Common Shares at a price of 0.36p per Common Share. Magna may also exercise warrants at the current VWAP, if lower than the exercise price, by reducing the number of Common Shares received by an amount equivalent to the discount of the VWAP to the exercise price. The warrants shall be exercisable prior to 17 December 2016.

In addition, Magna has subscribed for 2,174,688 new Common Shares at US$0.0046 per Common Share for a total subscription amount of US$10,000 (the “Subscription”). An application will be made to AIM to admit the new Common Shares to trading with effect from 13 January 2014. The Subscription and the Loan Note form a combined financing package, with the pricing of the Subscription being calculated on the same basis as a conversion on the Loan Note.

Bank of the West (the “Bank”) has given formal notice to the Company that its current facility will not be renewed in its current form and that the outstanding loan balance of US$4.7million is due and payable in full. The Company is in constructive discussions with the Bank concerning alternative arrangements with providers of finance. Several providers of finance have expressed an interest in providing some or all of the required finance. The directors are actively perusing an alternate refinancing packages and hope to update shareholders shortly.

For further information please visit or contact:

Keith Morris, Director  

Tel: 0207 448 5111

Nick Harriss, Nick Athanas, Allenby Capital (Nomad)

Tel: 0203 328 5656

Neil Badger, Dowgate Capital Stockbrokers (Broker)

Tel: 01293 517744