On 26 September 2017, Angelfish Investments plc (“Angelfish”) announced that the Company had entered into an agreement to provide a loan facility to Rapid Nutrition Plc (“Rapid”).
Rapid is a natural healthcare company focused on the research, development and production of a range of life science products. The company was established on the back of its successful and proven weight loss supplement range which is exported worldwide, and now offers consumers a growing range of health and wellbeing solutions to meet existing and emerging societal health concerns, as well as a providing number of wider services to the life sciences industry. http://www.rnplc.com/
Rapid is presently listed on the SIX Swiss Exchange, Zurich and has appointed corporate advisors with a view of working towards obtaining a listing in London.
In the first instance the loan provided by Angelfish to Rapid is in the amount of £150,000 and interest bearing at 10% per annum until 28 February 2018. The loan, plus rolled-up interest, was to automatically convert into Rapid ordinary shares immediately prior to an admission of Rapid ordinary shares to a listing on a recognised investment exchange as defined by the FCA (“Admission”), at a price of 13.32p per share, provided Admission occurs by 28 February 2018. On 1 May 2018 Angelfish agreed to extend the Admission Delay Date to 31 July 2018. Interest earned from 1 March 2018 ceased to roll up into the Loan and instead is payable on the principal balance outstanding at 15% per annum in cash monthly in arrears.
On 2 January 2019, Angelfish announced that Admission had still not occurred and Angelfish and Rapid agreed to amend the terms of the Loan as follows:
1. Repayment of the principal amount will be made in 9 equal monthly instalments of GBP16,666.67 starting on 31 January 2019, though Rapid may, at its sole discretion, repay some or all of the Loan earlier and, if it so does then this will be credited against the next monthly instalment;
2. Interest on the outstanding principal amount shall continue to accrue at a rate of 15% and to be repaid monthly in arrears until the Loan is redeemed in full; and
3. Interest rolled up in respect of the period ending 28 February 2018 is to be settled by the immediate issue and allotment of 50,000 fully paid ordinary shares in Rapid at GBP0.134413 per share to Angelfish in lieu of the amount outstanding of GBP6,720.65.
In consideration for Angelfish agreeing to the amended repayment terms of the Loan, Rapid shall pay a fee equal to GBP26,640 to be satisfied by the immediate issue and allotment of 200,000 fully paid ordinary shares in Rapid to Angelfish.
Angelfish has agreed that the Loan will be unsecured unless Rapid fails to repay the Loan in accordance with these amended terms.