Progility PLC Extension of Convertible Loan Note (5276B)

TIDMPGY

RNS Number : 5276B

Progility PLC

10 January 2018

For immediate release:

10 January 2018

The information communicated in this announcement contains inside information for the purposes of Article 7 of Regulation 596/2014.

Progility plc

("Progility" or "the Company" or "the Group")

Extension of Convertible Loan Note

Progility plc (AIM: PGY) is the holding company of a systems integration and project management services group which has been created to provide a range of project management services including innovative and market leading technology solutions.

Progility announces that a convertible loan note ("CLN") which was due for repayment and/or conversion on 31 December 2017, has been extended on the same terms, as adjusted for the recent share re-organisation, for a further period of 24 months, until 31 December 2019.

In December 2012, the Company entered into an agreement with Praxis Trustees Limited ("Praxis Trustees"), a subsidiary of the Praxis Group, to raise GBP400,000 by way of a five year convertible loan. Praxis Trustees, as trustee of the DNY Trust, invested GBP400,000 through the issue of a CLN convertible into 32,000 new ordinary shares in the share capital of the Company, as adjusted by the Company's recent share re-organisation ("Ordinary Shares") on commercial terms, on the basis that the note can be converted at any time during the five year period. Interest is payable at the rate 12% per annum. The loan note will now remain convertible into Ordinary Shares at GBP12.50 per share (as adjusted for the Company's recent share re-organisation) and have a one for one warrant attached, exercisable at the same price, giving Praxis the potential to subscribe for a total of up to 64,000 Ordinary Shares.

Related Party Transaction

The extension of the convertible loan and warrants to Praxis Trustees (together the "Transaction") is classified as a related party transaction for the purposes of the AIM Rules by virtue Praxis Trustees being a substantial shareholder, as defined in the AIM Rules, in the Company. In addition, DNY Investments Limited, an asset of the DNY Trust, is a family trust of which Wayne Bos, Executive Chairman of Progility, is a discretionary beneficiary. The Independent Directors of Progility, having consulted with SPARK Advisory Partners Limited, as Nominated Adviser to the Company, consider the extension of the CLN and the terms of the CLN to be fair and reasonable insofar as the shareholders are concerned. In providing advice to the Independent directors, SPARK Advisory Partners Limited has taken into account the Independent Directors' commercial assessments of this related party transaction.

For further information, please contact:

Progility plc

Wayne Bos

Executive Chairman

020 7371 4444

www.progility.com

SPARK Advisory Partners Limited (Nominated Adviser)

Mark Brady

020 3368 3551

W H Ireland Limited (Broker)

Adrian Hadden/Mark Leonard

020 7220 1666