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Monday 09 March, 2009

Block Shield Corp.

Amendment To Facility Terms

RNS Number : 4999O
Block Shield Corporation PLC
09 March 2009
 

                                                                  Block Shield Corporation plc
                                                                 ('Block Shield' or 'the Group')


Amendment of to Terms of Cloverleaf Credit Facility


Block Shield has in place a working capital facility of US$5 million ('the Facility') with Cloverleaf Holdings Limited ('Cloverleaf Holdings'). The Facility is the sole source of working capital facilities for the Group. It is currently unsecured, carries interest at US LIBOR plus 1%, penalty interest at LIBOR plus 5% and is repayable on demand, or on the termination date being 31st December 2009 or at such other time as an insolvency event occurs (as defined in the terms of the Facility)


As at 28 February 2009, the balance due under the Facility was approximately US$ 600,000. 


Block Shield announces that Cloverleaf Holdings has agreed, at the request of the Company, to continue to make the Facility available to it and to extend the termination date by one year to 31 December 2010, in consideration for which Block Shield is to provide direct security over certain of the assets of the Group (the 'Security') to Cloverleaf Holdings. The Security extended will comprise a debenture together with first ranking security interests over the entirety of the shares Block Shield holds in each of its two trading subsidiaries, Wave Zero Inc. ('WaveZero') and Mu-Gahat Holdings Inc. to be granted by Block Shield, and a security interest to be granted by WaveZero over certain of its assets and intellectual property


Block Shield is currently reliant on the Facility to provide sufficient working capital for the Group to remain trading. The Facility will require refinancing by a third party or further re-negotiation prior to the extended termination date of 31 December 2010 and the Board will review the most suitable financing structure in light of the Group's trading and prospects prior to the termination date.


Cloverleaf Holdings is a substantial shareholder in Block Shield and is currently interested in approximately 22.3% of the issued share capital of Block Shield. As such, the amendments to the terms of the Facility represent a related party transaction under the AIM Rules for Companies.


Michael Fitzgerald and David Whelan are directors of Block Shield and, whilst neither are directors of Cloverleaf Holdings, they are directors of Cloverleaf Ventures Holdings Inc., an associated company of Cloverleaf Holdings. Cloverleaf Holdings is associated with certain members of the family of Michael Fitzgerald but not with Michael Fitzgerald himself. In the circumstances, both Michael Fitzgerald and David Whelan consider it appropriate that they should not be treated as independent for the purposes of considering the amendments to the terms of the Facility. The remaining Board members, who are independent directors, consider, having consulted with Block Shield's nominated adviser Ambrian Partners Limited, that the amendments to the terms of the Facility are fair and reasonable insofar as its shareholders are concerned.



Enquiries: 


Block Shield Corporation Plc



Edwin Oh, Chief Executive Officer

+1 408 830 5100


Catherine H van Zuylen

+1 408 702 1800

catherine.van.zuylen@blockshield.com




Ambrian Partners Limited

+44 20 7634 4700


Nominated Adviser



Samantha Harrison 





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