TIDMAMTE
RNS Number : 7308T
AMTE Power PLC
16 November 2023
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE
UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR
JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION
OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICES
AT THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE UK VERSION OF REGULATION (EU) NO 596/2014 WHICH
FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL)
ACT 2018, AS AMED. UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A
REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN.
For immediate release
16 November 2023
AMTE Power Plc
Proposed subscription, placing and convertible loan facility
AMTE Power Plc (AIM: AMTE) ("AMTE Power" or the "Company" and,
together with its subsidiary undertakings, the "Group"), a leading
developer and manufacturer of lithium-ion and sodium-ion battery
cells for specialist markets, is pleased to announce that it has
today entered into:
-- a conditional subscription agreement, as first anticipated on
25 July 2023, to raise GBP2.5 million (the "Subscription") at 1.7
pence per ordinary share of 0.5 pence each from Pinnacle
International Venture Capital Ltd, a newly incorporated entity
managed by Pinnacle International Capital Corp. (together with its
affiliates, " Pinnacle " ) (the "Subscription Agreement");
-- a conditional placing agreement to raise a further GBP400,000
at 0.5 pence per Ordinary Share (the "Placing"); and
-- a GBP200,000 convertible loan facility with Pinnacle (the "Convertible Loan Facility").
Any amounts advanced to AMTE Power under the Convertible Loan
Facility shall reduce the amount available to the Company under the
Subscription Agreement by a corresponding amount.
The Placing and the Convertible Loan Facility are intended to
provide the Group with sufficient working capital until completion
of the Subscription Agreement.
Pinnacle
Pinnacle International Capital Corp. is a global private equity
firm specializing in real estate developments and buyout
investments. Pinnacle is committed to achieving long-term
sustainable growth in its investments, with a well-established team
possessing vast investment expertise and a proven track record of
identifying and capitalizing on investment opportunities. The
prospective investment from Pinnacle is aligned with the UK's
regional investment zones and job creation initiatives. The
investment will be made through Pinnacle International Ventures
Limited, a newly incorporated entity managed by Pinnacle.
The Subscription Agreement
Pinnacle has agreed, under the Subscription Agreement, to
conditionally subscribe for 147,058,824 new Ordinary Shares (the
"Subscription Shares") (to be reduced by the issue of any
Conversion Shares issued under the Convertible Loan Facility) at
1.7 pence each and has been granted warrants, as anticipated on 8
September 2023, exercisable over a further 880,184,436 Ordinary
Shares at 0.5 pence each, such that its interest in the enlarged
share capital of the Company, following the Placing, the issue of
any Conversion Shares and the exercise of all outstanding warrants
and options, as of today's date, (the "Fully Diluted Share
Capital") will amount to 80 per cent.
The Subscription Agreement is conditional, inter alia, upon:
-- Pinnacle being satisfied with the conclusion of its continuing due diligence enquiries;
-- the UK Panel on Takeovers and Mergers (the "Panel") agreeing
to waive the obligation under Rule 9 of the City Code on Takeovers
and Mergers to make a mandatory offer for the entire issued share
capital of the Company which would otherwise apply to Pinnacle upon
completion of the Subscription and conversion of the convertible
loan facility, subject to the approval of independent shareholders
of the Company (the "Rule 9 Waiver");
-- Pinnacle obtaining any consent under the National Security
and Investments Act 2021 in respect of the Subscription, if
required; and
-- the resolutions to be proposed at the general meeting to
approve the Subscription (which shall include the Rule 9 Waiver)
(the "Subscription General Meeting") being passed.
The Subscription Agreement also provides that:
-- Pinnacle would be entitled whilst it has an interest of: (i)
no less than 50 per cent. of the Fully Diluted Share Capital to
appoint 60 per cent. of the board of directors (the "Board") of the
Company; and (ii) between 25 per cent and 50 per cent of the Fully
Diluted Share Capital to appoint 40 per cent. of the Board, in each
case alongside two executive directors and two non-executive
directors independent of Pinnacle and its associates;
-- In the event that Pinnacle does not fully take up its rights
to appoint directors of the Board, those directors that it does
appoint will have the voting rights of those directors not
appointed at that time;
-- Pinnacle would be entitled, whilst it has an interest of no
less than 25 per cent of the Fully Diluted Share Capital, to
approve certain decisions of the Board, including in relation
to:
o the acquisition of interests in other companies;
o alterations to the Company's share capital and the rights
pertaining thereto;
o the issue or redemption of equity or debt capital;
o the adoption of the annual budget and approval of major items
not detailed therein; and
o the appointment of any new directors of the Board.
-- Pinnacle would be entitled to be provided, subject to
customary confidentiality undertakings, with certain internal
management information whilst it has an interest of not less than
25 per cent of the Fully Diluted Share Capital;
-- Pinnacle has accepted certain basic covenants typical of an
agreement with a controlling shareholder whilst it has an interest
of no less than 30 per cent of the Fully Diluted Share Capital and
for so long as the Ordinary Shares are admitted to trading on
AIM;
-- It will be the intention of the Company to cancel the
admission of the Ordinary Shares to trading on AIM and to seek
admission of the Company's then issued and to be issued share
capital to the standard listing segment (or any successor thereof)
of the Official List and to trading on the London Stock Exchange's
Main Market for listed securities, once AMTE Power so qualifies;
and
-- In the event that the Company is no longer admitted to
trading on AIM, it will use its best endeavours to issue Pinnacle
with a class of golden or special share, the rights attaching to
which provide Pinnacle with consent, information and board
appointment rights as summarised herein for so long as Pinnacle
holds not less than 5 per cent. of the Ordinary Shares.
The proceeds of the Subscription, net of expenses, are expected
to provide the Company with working capital until the second
quarter of 2024, at which point it is the intention of Pinnacle
either to provide additional equity or debt funds, or facilitate
the access to such funds.
A circular convening the Subscription General Meeting will be
circulated to the Company's shareholders ("Shareholders") as soon
as practicable.
The Placing
The GBP400,000 Placing (before expenses) announced today
comprises 80,000,000 new Ordinary Shares (the "Placing Shares")
being issued at 0.5 pence per Ordinary Share
The Placing Agreement is subject, among other things, to:
-- the necessary resolutions required to implement the Placing
(the "Placing Resolutions") being duly approved at a general
meeting (the "Placing General Meeting") to be convened on 4
December 2023;
-- the Panel granting the Rule 9 Waiver and the circular to
shareholders convening the Subscription General Meeting being
posted;
-- admission to trading on AIM of the Placing Shares ("Admission") becoming effective; and
-- upon the Placing Agreement between the Company and the Joint
Bookrunners (as defined below) not being terminated in accordance
with its terms.
The Placing Agreement is not conditional upon completion of the
Subscription Agreement.
There can be no certainty that even if the Subscription
Agreement is approved by shareholders, that it will complete, in
which case it would be likely that AMTE Power would not be able to
meet its financial obligations as they fall due and there would be
no alternative other than for the Group to enter into
administration or some other form of insolvency procedure under
which the prospects for recovery of value, if any, by Shareholders
would be uncertain.
Application will be made to the London Stock Exchange for
Admission. It is anticipated that Admission will take place on or
before 8.00 a.m. on 5 December 2023.
Following Admission, the Company will have 246,259,777 Ordinary
Shares in issue. The Placing Shares will represent 32.5 per cent.
of the issued share capital as enlarged by the Placing, but, for
the avoidance of doubt, not the Subscription, and will be issued
fully paid and will rank pari passu in all respects with the
Company's existing Ordinary Shares, including the right to receive
all dividends and other distributions declared, made or paid after
the date of issue.
The Convertible Loan Facility
Pinnacle has agreed to provide the Group with a GBP200,000 zero
coupon convertible loan facility. Any loan drawn down under the
facility is convertible into new ordinary shares (the "Conversion
Shares") at 0.5 pence per share and any amount not converted is
repayable after two years. The Company has agreed to make payments
only in accordance with an agreed cash flow forecast or as
otherwise agreed by Pinnacle
The Facility Agreement is subject, among other things, to:
-- the Panel granting the Rule 9 Waiver and the circular to
shareholders convening the Subscription General Meeting being
posted;
-- the necessary shareholder resolutions required for the
Placing being approved by the Company's shareholders at the Placing
General Meeting ; and
-- the Subscription Agreement not being terminated.
The conversion rights under the Convertible Loan Facility are
themselves conditional upon the resolutions to be proposed at the
Subscription General Meeting to approve the Rule 9 Waiver being
passed.
Any amounts advanced to AMTE Power under the Convertible Loan
Facility shall reduce the amount available to the Company under the
Subscription Agreement by a corresponding amount.
The aggregate proceeds of the Placing and the Facility, net of
expenses, are intended to provide the Group with working capital
until mid December 2023, by when it is anticipated that the
Subscription Agreement will have been completed.
WH Ireland Limited ("WHI") is acting as nominated adviser, joint
bookrunner and joint broker in connection with the Placing. SI
Capital Limited ("SI Capital" and together with WHI, the "Joint
Bookrunners") is acting as joint bookrunner and joint broker in
connection with the Placing.
The circular convening the Placing General Meeting is expected
to be posted to Shareholders today. Once published, a copy will
also be made available on the Company's website at
www.amtepower.com .
Importance of the vote
If the resolutions are not approved by Shareholders at the
Placing General Meeting, the Placing would not proceed as currently
envisaged and, as such, the anticipated net proceeds of the Placing
would not become available to AMTE Power. Accordingly, in light of
the Group's reducing cash position, it would be likely that AMTE
Power would not be able to meet its financial obligations as they
fall due, ahead of completion of the Subscription Agreement, and
there would be no alternative other than for the Group to enter
into administration or some other form of insolvency procedure
under which the prospects for recovery of value, if any, by
Shareholders would be uncertain.
Alan Hollis, Chief Executive Officer at AMTE Power, said:
"We are delighted to receive the continued support from both our
existing and new shareholders. It is also a very positive
indication of intent from Pinnacle who are supporting AMTE Power
with a CLN to help complete the recapitalisation plan. I look
forward to making more positive progress as we move towards the
successful completion of the Pinnacle investment".
The person responsible for arranging the release of this
announcement on behalf of the Company is Anita Breslin, Chief
Financial Officer of the Company.
Enquiries
AMTE Power plc +44 (0)1847 867 200
Alan Hollis (Chief Executive Officer)
Anita Breslin (Chief Financial Officer)
WH Ireland (NOMAD and Joint Broker) +44 (0)207 220 1666
Chris Fielding / James Bavister (Corporate
Finance)
Fraser Marshall (Corporate Broking)
SI Capital Limited (Joint Broker) +44 (0)148 341 3500
Nick Emerson (Corporate Finance)
Nick Briers (Corporate Broking)
Camarco (Financial PR)
+44 (0)203 757 4992
Ginny Pulbrook / Rosie Driscoll / 4981
About AMTE Power
AMTE Power was founded in 2013 and is a leading UK developer and
manufacturer of lithium-ion and sodium-ion battery cells for
specialist markets. In March 2021, the Company was admitted to
trading on the AIM market of the London Stock Exchange. The Company
is focused on launching a series of next generation battery cells
based on new chemistries and cell structures that are designed to
solve key problems in power delivery, energy performance, and
safety. These new products are targeted at a range of specialist
markets including the electric vehicle industry and energy storage
sector.
AMTE Power's purpose-built cell manufacturing facility in
Thurso, Scotland has the second largest cell manufacturing capacity
in the UK and the Company also has a product development team based
in Oxford. AMTE's proposed gigafactory in Dundee, Scotland is
expected to be capable of producing over 8 million battery cells
per annum enabling the Company to rapidly scale up cell
production.
For further information visit the Company's website:
www.amtepower.com
Important notices
This announcement is for information purposes only and does not
constitute or form part of any offer to issue or sell, or the
solicitation of an offer to acquire, purchase or subscribe for, any
securities in any jurisdiction and should not be relied upon in
connection with any decision to subscribe for or acquire ordinary
shares in the capital of the Company. In particular, this
announcement does not constitute or form part of any offer to issue
or sell, or the solicitation of an offer to acquire, purchase or
subscribe for, any securities in the United States.
This announcement has been issued by, and is the sole
responsibility of, the Company. No person has been authorised to
give any information or to make any representations other than
those contained in this announcement and, if given or made, such
information or representations must not be relied on as having been
authorised by the Company.
No statement in this announcement is intended to be a profit
forecast or profit estimate and no statement in this announcement
should be interpreted to mean that earnings per share of the
Company for the current or future financial years would necessarily
match or exceed the historical published earnings per share of the
Company.
This announcement may include statements that are, or may be
deemed to be, "forward-looking statements". These forward-looking
statements can be identified by the use of forward-looking
terminology, including the terms "believes", "estimates", "plans",
"projects", "anticipates", "expects", "intends", "may", "will",
"would" or "should" or, in each case, their negative or other
variations or comparable terminology. These forward-looking
statements include matters that are not historical facts. They
appear in a number of places throughout this announcement and
include statements regarding the directors of the current Company's
intentions, beliefs or expectations concerning, among other things,
the Company's results of operations, financial condition,
liquidity, prospects, growth, strategies, and the Company's
markets. By their nature, forward-looking statements involve risk
and uncertainty because they relate to future events and
circumstances. Actual results and developments could differ
materially from those expressed or implied by the forward-looking
statements. Forward-looking statements may and often do differ
materially from actual results. Any forward-looking statements in
this announcement are based on certain factors and assumptions,
including the directors of the Company's current view with respect
to future events and are subject to risks relating to future events
and other risks, uncertainties and assumptions relating to the
Company's operations, results of operations, growth strategy and
liquidity. Whilst the directors of the Company consider these
assumptions to be reasonable based upon information currently
available, they may prove to be incorrect. Save as required by
applicable law, the AIM Rules for Companies or the Disclosure
Guidance and Transparency Rules of the Financial Conduct Authority
(the "FCA"), the Company undertakes no obligation to release
publicly the results of any revisions to any forward-looking
statements in this announcement that may occur due to any change in
the directors of the Company's expectations or to reflect events or
circumstances after the date of this announcement.
WH Ireland Limited is authorised and regulated by the FCA in the
United Kingdom and is acting exclusively for the Company and no one
else in connection with the Placing, and WHI will not be
responsible to anyone (including any persons subscribing for
Placing Shares ("Placees")) other than the Company for providing
the protections afforded to its clients or for providing advice in
relation to the Placing or any other matters referred to in this
Announcement.
SI Capital Limited is authorised and regulated by the FCA in the
United Kingdom and is acting exclusively for the Company and no one
else in connection with the Placing, and SI Capital will not be
responsible to anyone (including any Placees) other than the
Company for providing the protections afforded to its clients or
for providing advice in relation to the Placing or any other
matters referred to in this Announcement.
No representation or warranty, express or implied, is or will be
made as to, or in relation to, and no responsibility or liability
is or will be accepted by the Joint Bookrunners or by any of their
respective affiliates, agents, directors, officers, consultants,
partners or employees as to, or in relation to, the accuracy or
completeness of this Announcement or any other written or oral
information made available to or publicly available to any
interested party or its advisers, and any liability therefor is
expressly disclaimed.
The price of shares and any income expected from them may go
down as well as up and investors may not get back the full amount
invested upon disposal of the shares. Past performance is no guide
to future performance, and persons needing advice should consult an
independent financial adviser.
Neither the content of the Company's website nor any website
accessible by hyperlinks to the Company's website is incorporated
in, or forms part of, this announcement.
Certain figures contained in this announcement, including
financial information, have been subject to rounding adjustments.
Accordingly, in certain instances, the sum or percentage change of
the numbers contained in this announcement may not conform exactly
with the total figure given.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than the AIM
market of the London Stock Exchange.
All references to time in this announcement are to London time,
unless otherwise stated.
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END
MSCNKABBNBDDCDD
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