Convertible Loan Note


 

TIDMIQH 
 
RNS Number : 6073M 
IQ Holdings plc 
26 May 2010 
 

 
                                IQ Holdings plc 
                        ("IQ Holdings" or the "Company") 
 
                              Convertible Loan Note 
 
The directors of IQ Holdings are pleased to announce that they have raised 
GBP100,000 for working capital purposes through the issue of convertible 
unsecured loan notes ("the Notes"). The principal terms of the Notes are set out 
below. 
 
Interest will accrue from day to day at a rate of six per cent. per annum, and 
shall be paid quarterly in arrears, beginning on 30 June 2010. The Notes are 
unsecured with the final redemption date being  25th  May 2012. 
 
Unless previously redeemed in full or in part, converted into ordinary shares of 
0.01 pence or purchased by the Company, the Company shall redeem the Notes in 
full on 25th May 2012 together with accrued, but unpaid, interest up to and 
including that date. 
 
The Company can upon presentation of a redemption notice to the noteholder 
redeem the notes in full at any time prior to 25th May 2012. In the event that 
the Company wishes to redeem the notes before this date, and saving where the 
noteholder has redeemed part of the note then the redemption will occur for the 
outstanding amount together with a payment equivalent to the accrued, but 
unpaid, interest up to and including the last day of the quarter in which the 
notes are redeemed. 
 
Furthermore, if the Company wishes to redeem the notes at any time before 25th 
May 2012, the Company will pay the noteholder an additional payment equivalent 
to two quarters interest. 
 
A noteholder may redeem the Notes in full or part (and if in part in the 
relevant proportion) together with the accrued interest up to and including the 
date of redemption at any time after the first anniversary of the notes, subject 
to first serving prior written notice to the Company by means of a redemption 
notice.  The Company shall redeem the Notes (or the relevant proportion thereof 
as specified in the Redemption Notice) and shall pay to the Noteholder the 
principal, together with accrued but unpaid interest, up to and including that 
date. 
 
The Company will, in the event of a Reverse Take-Over as defined by the AIM 
Rules for Companies and upon the service of a conversion notice to the 
noteholder, immediately convert the notes represented by this certificate at 
0.03p per share, together with any accrued but unpaid interest, and if there is 
a conversion the interest shall be payable for the remainder of the quarter 
together with a further six months interest. 
 
The Noteholder has no rights of conversion under the terms of the note and may 
only redeem the note. 
 
The Notes have been subscribed for in full by SFt1ps Smaller Companies Growth 
("SFt1ps"). Because SFt1ps was a substantial shareholder in IQ Holdings prior to 
the issue of the Notes, the issue of the Notes constitutes a related party 
transaction under Rule 13 of the AIM Rules for companies. The directors of IQ 
Holdings have consulted with the Company's nominated adviser, Grant Thornton 
Corporate Finance, and consider that the terms of the Notes are fair and 
reasonable and in the interests of IQ Holding's shareholders. 
 
 
                                    --END-- 
 
For further information, please contact: 
 
+------------------------------------+------------------------+ 
| IQ Holdings plc                    |                        | 
+------------------------------------+------------------------+ 
| Tim Hearley                        |    Tel: +44 (0)20 8099 | 
|                                    |                   0560 | 
+------------------------------------+------------------------+ 
 
+------------------------------------+------------------------+ 
| Nominated Adviser:                 |                        | 
| Grant Thornton Corporate Finance   |                        | 
+------------------------------------+------------------------+ 
| Gerry Beaney                       |   Tel: +44 (0) 20 7383 | 
|                                    |                   5100 | 
+------------------------------------+------------------------+ 
 
+------------------------------------+------------------------+ 
| Broker:                            |                        | 
| Rivington Street Corporate Finance |                        | 
+------------------------------------+------------------------+ 
| Leo Godsall                        |  Tel: +44 (0) 7930 450 | 
|                                    |                    156 | 
|                                    |                        | 
+------------------------------------+------------------------+ 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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