Under the initial terms of the acquisition, the company was required to pay £1.5mln in cash on the date falling six months and one day from the date of completion, provided that at the firm’s election it could alternatively pay to the sellers an amount equal to £2mln to be satisfied by the issue of ordinary shares of World High Life, calculated on a 10% discount to the 10-day volume weighted average price (VWAP) preceding the date of the issue of those shares.
A further £1.5mln cash payment was due on the date falling twelve months and one day from the date of completion, provided that at the company’s election it could yet again alternatively pay the sellers an amount equal to £2mln to be satisfied by the issue of shares calculated on a 10% per cent discount to the 10-day VWAP.
However, the company said on Friday that it has entered into a deed of variation to alter the initial terms so that the sellers will instead be paid with 22.2mln shares on September 25, 2020, in their relevant proportions at a price of 9p each, which will be held in escrow and cannot be disposed of by the seller until one of the following occurs; the seller terminates a relevant employment contract or any extension thereof, it is three days before the closing date of the seller’s shares to a third party purchaser, or at the request of the seller on the closing date of the sale or merger of the company which results in new shareholders owning more than 51% of the entire issued share capital of World High Life.
The group will also pay £1.5mln in cash to the sellers on January 15, 2021, provided that at the seller’s election it can alternatively pay to the sellers an amount equal to £2mln to be satisfied by the issue of shares calculated on a 10% discount to the 10-day VWAP preceding the date of the issue of those shares.
World High Life said Tony Calamita and Thomas Rowland are the principal sellers and have each been allotted 10mln of the first deferred payment shares, while the firm has also received notice from one of the holders of its convertible bonds and debentures to convert £12,121 into 121,210 shares at 10p each.
In addition, the company said it has issued and allotted 680,778 shares to certain advisers in settlement of fees at a price per share of 7.3p.
Published at Fri, 25 Sep 2020 07:29:00 +0000-World High Life updates on deferred consideration for Love Hemp acquisition