BSF Enterprise PLC - £1 Million Convertible Loan Note
RNS Number : 8462H
BSF Enterprise PLC
11 June 2026
11 June 2026
BSF Enterprise PLC
£1 Million Convertible Loan Note
BSF Enterprise PLC (LSE: BSFA) ("BSF" or the "Company"), a leading innovator in tissue-engineered
materials, is pleased to announce that it has entered into an interest-free Convertible Loan Note Instrument
(the "CLN") with Indigo Capital LP ("Indigo") pursuant to which Indigo has committed to provide £1,000,000
of funding to the Company.
The CLN provides additional working capital to support the Company's ongoing commercial activities and
product development programmes.
Key Terms
The principal terms of the CLN are as follows:
● Total amount of £1,000,000
● 12-month term from the date of issue
● Zero coupon
● Conversion price equal to 85% of the lowest five-day VWAP immediately preceding the relevant
conversion notice
● Indigo may convert amounts funded under the CLN into ordinary shares of the Company
● Any unconverted balance will be converted at maturity, subject to customary restrictions
● The Company may elect to redeem any outstanding CLN at 125% of its nominal value
The CLN contains additional terms and conditions customary for a financing of this nature.
Warrants
Pursuant to the terms of the CLN, Indigo will be entitled to acquire warrants over 9,803,921 ordinary shares
in the Company (the "Indigo Warrants").
The Indigo Warrants will be exercisable for a period of two years and will have an exercise price equal to
3.57 pence, being a 50% premium to the Company's closing share price at the date of the CLN.
In connection with the CLN, the Company has agreed to issue warrants to Bowsprit Partners in consideration
for services provided in relation to the transaction (the "Broker Warrants").
The Company will issue 2,526,316 Broker Warrants, each warrant entitling the holder to subscribe for one
new ordinary share in the Company at an exercise price of 2.375 pence per share.
The Broker Warrants shall be exercisable at any time during the period of 3 years from the date of issue.
Any issuance of ordinary shares pursuant to the Indigo Warrants or Broker Warrants will be subject to the
availability of sufficient shareholder authorities and, where required, admission of the resulting shares to
listing on the Equity Shares (Transition) category of the Official List and to trading on the London Stock
Exchange's Main Market for listed securities.
Geoff Baker, Chairman of BSF Enterprise PLC, commented:
"The Board is pleased to have secured this funding commitment from Indigo. The facility provides additional
working capital and financial flexibility as we continue to develop our commercial opportunities across the
Company's tissue-engineered product portfolio."
This announcement contains inside information for the purposes of Article 7 of Regulation 2014/596/EU
which is part of domestic UK law pursuant to the Market Abuse (Amendment) (EU Exit) regulations (SI
2019/310).
END
Engage with the BSF Enterprise management team directly by asking questions, watching video
summaries and seeing what other shareholders have to say. Navigate to our Interactive Investor
website here:
https://bsfenterprise.com/link/r8njMy
For further enquiries, please visit www.bsfenterprise.com or contact:
BSF Enterprise PLC
Geoff Baker - Chairman
Che Connon - CEO & Director
We encourage all investors to share questions on this
announcement via our investor website.
https://bsfenterprise.com/s/a1f22b
Bowsprit Partners
John Treacy
James Sheehan
+44 (0)203 883 4430
ISIN of the Ordinary Shares
is GB00BHNBDQ51.
SEDOL Code is BHNBDQ5.
Subscribe to our news alert service: https://bsfenterprise.com/s/bb9f43
About BSF Enterprise PLC
BSF Enterprise PLC (LSE:BSFA) develops and commercialises cutting-edge tissue-engineered solutions,
including lab-grown leather (via LGL), cultivated meat, and corneal repair technologies. By leveraging its
proprietary scaffold-free ATEP™ platform, BSF delivers sustainable, high-performance alternatives to conventional
materials, targeting global markets where provenance, ethics, and performance are increasingly prized by
consumers and brands alike.
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