"It also will enable the company to acquire the remainder of its Spanish subsidiary and provide stability and reduced risk to the company going forward," Pilsworth said in a statement.
"The agreement provides Motive with immediate access to funds through a flexible, convertible instrument with the ability to secure additional funding in stages, whilst potentially minimising dilution to existing shareholders," Pilsworth said.
Motive said it has agreed to issue Bergen with 600.0 million shares by way of a so-called commencement fee in relation to the overall funding. It has also agreed to issue Bergen with 2.5 billion warrants with a four-year exercise period, allowing the subscription of one share per warrant at an exercise price equal to 140% of the average of the daily volume-weighted average prices of the shares during the 20 trading days prior to the date of execution of the deed.
The convertible securities will have a term ending
Under the terms of the deal, Motive said it will have the right to repurchase the convertible securities for cash within a certain redemption period.
In addition, Motive said it will have the right to terminate the agreement at any time and not to issue the remaining convertible securities subject to the payment of a modest termination fee.
Furthermore, Motive said it will have the right to pause the funding schedule in its discretion, at no additional cost, without terminating the deed.
Bergen will be able to convert the securities into shares at a conversion price set based on daily volume-weighted average prices of Motive's share price, depending on the circumstances.
Motive said Bergen has agreed on certain limitations on its ability to dispose of the shares following a conversion. It has also agreed not to short-sell Motive's shares. Bergen has agreed that it won't convert more than
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