Cambria Africa : 10-07-18 Open Offer raises £2.1 million Equity

Cambria Africa Plc

('Cambria' or the 'Company')

Open Offer raises £2.1 million Equity

Result of Open Offer

Cambria announced on 15 May 2018 an Open Offer to Qualifying Shareholders which has raised a total equity investment of £2.1 million (US$2.8 million) as a result of issuing 191 million ordinary shares. A total of £503,102.50 was raised in cash from minority shareholders and £1,595,000 was raised through conversion of its loans into equity by Ventures Africa Limited (VAL). VAL is the controlling and majority shareholder of the Company.

Including VAL's Open Offer Participation, the aggregate participation ratio was 81%. Of minority shareholders, 45% participated in the Open Offer. Excluding Consilium, and funds under their management or influence, 60% of minorities participated in the Open Offer. Cambria signed a deed of settlement with Consilium in October 2017.

The Open Offer closed for applications at 11.00 a.m. on Friday, 6 July 2018. Applications under Open Offer Entitlements totalled 190,288,648, being 145,000,000 from VAL and 45,288,648 from remaining shareholders, while 447,945 applications were received under the Excess Application Facility.

Comment on Open Offer

Commenting on the Open Offer Result, Mr. Shasha said,

'I spoke to many investors who participated in the Open Offer. Like myself, they were businesspeople and entrepreneurs for whom this investment is a significant part of their portfolio. This is a vote of confidence by my co-shareholders for Cambria Africa and most importantly our explicit strategy of investing in Zimbabwe.

'The Company is now holding over $2.8 millioncash following completion of the Open Offer and from operations, allowing us to identify and act on investment opportunities in Zimbabwe. Our balance sheet is stronger than it has been in a long time , with net equity per share up 64% at 0.85 cents per share debt down 71%.'

Issue of New Ordinary Shares

It is anticipated that trading in the shares issued under the Open Offer will commence on 16 July 2018 ('Admission'). Following Admission, the Company will have 544,575,605 total shares in issue. Cambria has no shares in Treasury, therefore this figure may be used by shareholders from Admission as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FCA's Disclosure and Transparency Rules.

Following Admission, VAL will own 377,000,000 Ordinary Shares in the Company, representing 69.2% of the issued share capital of the Company. Prior to the Open Offer, VAL owned 232,000,000 Ordinary Shares (65.6%).

Financial Effects and Pro Forma Balance sheet

As a result of the Open Offer, Cambria's Net Asset Value ('NAV') per share increases by 0.33 cents (US) per share to 0.85 cents (US) per share from 0.52 cents (US) per share, a 64% improvement. Debt will fall by 71% from $2.96 million to $846,000 as a result of VAL's Open Offer Participation.

Set out below is the unaudited pro forma statement of financial position illustrating the impact of the Open Offer on the most recently published Statement of Financial Position of the Company as at 28 February 2018:

	BEFORE	Adjustment 1	Adjustment 2	AFTER
	Consolidated & unaudited	Open Offer: VAL's Entitlement	Balance of Open Offer	Pro forma consolidated & unaudited
	28-Feb-18			28-Feb-18
	US$'000	US$'000	US$'000	US$'000
Property, plant and equipment	2,802	-	-	2,802
Goodwill	717	-	-	717
Intangible assets	20	-	-	20
Total non-current assets	3,539	-	-	3,539
Inventories	225	-	-	225
Financial assets at fair value	99	-	-	99
Trade and other receivables	1,004	-	-	1,004
Cash and cash equivalents	1,518	-	668	2,186
Discontinued operation	2	-	-	2
Total current assets	2,848	-	668	3,516
Total assets	6,387	-	668	7,055
Equity
Issued share capital	51	19	6	76
Share premium account	85,686	2,099	662	88,447
Revaluation reserve	438	-	-	438
Foreign exchange reserve	(10,625)	-	-	(10,625)
Non distributable reserves	1,905	-	-	1,905
Retained losses	(75,613)	-	-	(75,613)
Equity attributable to owners	1,842	2,118	668	4,628
Non-controlling interests	60	-	-	60
Total equity	1,902	2,118	668	4,688
Liabilities
Loans and borrowing	1,464	(1,464)	-	-
- VAL Loan	1,464	(1,464)	-	-
- CABS Loan	-	-	-	-
Trade and other payables	90	-	-	90
Provisions	195	-	-	195
Deferred tax liabilities	184	-	-	184
Total non-current liabilities	1,933	(1,464)	-	469
Current tax liabilities	313	-	-	313
Loans and borrowings	1,500	(654)	-	846
- VAL Loan	972	(654)	-	318
- CABS Loan	528	-	-	528
Trade and other payables	714	-	-	714
Discontinued operations	25	-	-	25
Total current liabilities	2,552	(654)	-	1,898
Total liabilities	4,485	(2,118)	-	2,367
Total equity and liabilities	6,387	-	668	7,055
				-
Number of shares in issue ('000s)	353,839	145,000	45,737	544,576
NAV (cps)	0.52			0.85

Notes to adjustments:

1. VAL's Open Offer Participation of 145,000,000 Ordinary Shares and accordingly, converting £1.595 million (approximately $2.12 million) of the VAL Loans into Equity.

2. Open Offer participation by Qualifying Shareholders other than VAL, of 45,736,593 Ordinary Shares raising £503,102.50 (approximately $668,000).

Definitions

This announcement should be read in conjunction with the full text of the Circular posted to Shareholders on 5 June 2018, a copy of which is available on the Company's website at (http://www.cambriaafrica.com/investors/shareholder-documents).

Capitalised terms in this announcement have the same meaning as given in the Circular.

This announcement includes inside information as defined in Article 7 of the Market Abuse Regulation No. 596/2014 and is disclosed in accordance with the Company's obligations under Article 17 of those Regulations.

Contacts
Cambria Africa Plc:	www.cambriaafrica.com
Samir Shasha	[phone]
Email:	[e-mail]
WH Ireland Limited:	www.wh-ireland.co.uk
James Joyce / Alex Bond	[phone]

NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM

1	Details of the person discharging managerial responsibilities/person closely associated
a)	Name	Samir Shasha
2	Reason for the notification
a)	Position/status	Chief Executive Officer, Cambria Africa Plc
b)	Initial notification/ Amendment	Initial Notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Cambria Africa Plc
b)	LEI	N/A
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Ordinary Shares of 0.01p each IM00B28CVH58
b)	Nature of the transaction	Conversion of loan from ultimate beneficially owned company, Ventures Africa Limited
c)	Price(s) and volume(s)	Price(s) Volume(s) 1.10p 145,000,000
d)	Aggregated information - Aggregated volume - Price	145,000,000 1.10p
e)	Date of the transaction	6 July 2018
f)	Place of the transaction	London Stock Exchange, AIM