TIDMAMTE
RNS Number : 5826V
AMTE Power PLC
04 December 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
4 December 2023
AMTE Power Plc
Result of General Meeting
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 both of
the resolutions were passed at its general meeting this morning to
approve the Placing Agreement and the Convertible Loan
Facility.
The Placing Agreement remains conditional, inter alia, upon:
-- the Panel granting the Rule 9 Waiver (subject to independent
shareholder agreement) 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
-- the Placing Agreement between the Company and the Joint
Bookrunners (as defined below) not being terminated in accordance
with its terms.
The Subscription Agreement remains 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"); 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 Convertible Loan Facility remains conditional, inter alia,
upon :
-- the Panel granting the Rule 9 Waiver (subject to independent
shareholder agreement) and the circular to shareholders convening
the Subscription General Meeting being posted; and
-- the Subscription Agreement not being terminated.
The Board anticipates that the circular convening the
Subscription General Meeting will be posted imminently. A further
announcement will be made at this time.
The aggregate proceeds of the Placing and the Facility, net of
expenses, are intended to provide the Group with working capital
until late-December 2023, by when it is anticipated that the
Subscription Agreement will have been completed. Pending receipt of
the proceeds of the Placing and Facility, the Group has sufficient
working capital until mid-December 2023.
Capitalised terms not defined in this announcement shall have
the meaning given to them in the Previous Announcement, unless the
context otherwise demands.
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)
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
ROMTIBBTMTBMBBJ
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