THIS ANNOUNCEMENT AND THE
INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN
PART, IN OR INTO, THE UNITED STATES (INCLUDING ITS TERRITORIES AND
POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF
COLUMBIA), CANADA, AUSTRALIA, JAPAN, NEW ZEALAND, THE REPUBLIC OF
SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE
UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS
ANNOUNCEMENT.
This announcement contains inside
information for the purposes of the UK version of Article 7 of
Regulation (EU) 596/2014 ("MAR"). In addition, market
soundings (as defined in MAR) were taken in respect of the Placing
with the result that certain persons became aware of inside
information (as defined in MAR), as permitted by MAR. This
inside information is set out in this announcement. Therefore,
those persons that received inside information in a market sounding
are no longer in possession of such inside information relating to
the Company and its securities.
19 February 2024
ATOME PLC
("ATOME",
"the Company", or "the Group")
Placing and Subscription
raises £1.8 million
Directors and senior
management subscribe for £665,000 in the
Fundraising
HIGHLIGHTS
· The Company has today raised £1.8 million before
expenses (the
"Fundraising") through the issue of
3,600,000 new ordinary shares of 0.2 pence each in the Company at a
price of 50 pence per share (the "Shares") through a Company-led
subscription of 1,600,000 Shares (the "Subscription"
or the "Subscription Shares") and a placing of
2,000,000 additional Shares to investors (the "Placing" or the
"Placing Shares") also at 50 pence per share (the "Placing
Price")
· As
part of the Fundraising, certain directors and senior management in
the Company have subscribed for Shares at a total cost of £665,000,
demonstrating their ongoing financial support for the Company as
shareholders and conviction in the future success of
ATOME
· The Shares were issued at a price of 50 pence per
share
· SP Angel Corporate Finance LLP ("SP Angel") acted as sole
broker on the Placing
· The flagship Phase 1 145MW Villeta Project in Paraguay is
legally contracted under a signed Power Purchase Agreement with the
FEED study already commissioned and soon to be completed
· All of FEED, EPC, Offtake and Financing are targeted for 2024
with start of full production in 2026 when ATOME will become one of
the largest producers of green fertiliser in the world
· The Company now has a global pipeline of green fertiliser
projects of some 600MW
The
Fundraising
The Board of ATOME (AIM: ATOM), the
green fertiliser company, is pleased to announce a Fundraising
through a Company-led Subscription by certain directors and senior
management of ATOME and other investors, together with a Placing
conducted by SP Angel acting as sole broker, to raise gross
proceeds of £1.8 million through the issue of 3,600,000
Shares at a price of 50p per Share. Shares issued under the
Fundraising will rank pari
passu with the Company's existing ordinary
shares.
Director and senior management participation in the
Fundraising
Certain directors and other senior
management of the Company have subscribed direct with the Company
for Shares under the Subscription and details of their
participation is set out below:
|
Number of
Shares
|
Shareholding post
Fundraising
|
% of Enlarged Issued Share
Capital (Note 1)
|
Directors
Peter Levine
|
195,000
|
7,926,962
|
18.05%
|
Olivier Mussat
|
192,000
|
1,616,566
|
3.68%
|
Nikita Levine
|
35,000
|
125,030
|
0.28%
|
James Spalding
|
372,000
|
465,955
|
1.06%
|
Mary-Rose De Valladares
|
88,000
|
206,354
|
0.47%
|
Richard Day
|
36,000
|
60,416
|
0.14%
|
Robert Sheffrin
|
23,000
|
121,672
|
0.28%
|
Senior Management
Denis Kurochkin
Terje Bakken
Juan Pablo Nogues
|
207,000
113,000
69,000
|
230,540
160,080
103,790
|
0.52%
0.36%
0.24%
|
Note 1: The enlarged issued share capital of the Company of
43,923,186 ordinary shares comprises the existing
40,323,186 ordinary
shares and 3,600,000 Shares issued under the
Fundraising
In aggregate, directors have
subscribed for a total of 941,000 Shares representing 2.33% per
cent. of the existing issued share capital. In addition to the
directors, other senior management have subscribed for a total of
389,000 Shares.
The Fundraising is conditional only
on admission of the Shares to trading on AIM which is expected to
occur at 8.00 am on or around 22 February 2024.
Whilst Shares under the Placing has
been fully taken up, ATOME reserves the right, within the Directors
current authorities, to allocate at its discretion further new
ordinary shares at the Placing Price should there be appropriate
demand. Any allocation of additional new ordinary shares will be
announced as soon as possible.
Any shareholder who has any
questions should either themselves or their stockbrokers contact
the Company or SP Angel respectively, using the contact details
provided below, without delay. Note that SP Angel cannot advise or
act for individuals or private investors.
Reasons for Fundraising
The Company will use the funds
raised from the Fundraising to further expedite its growth and
development of the green fertiliser Villeta Project in Paraguay
including engineering and design works as well as for working
capital.
Since Admission to AIM at the end of
December 2021, ATOME has made significant progress, substantially
beyond the Board's initial expectations at the time of the IPO, and
within this short time is now at the forefront in developing large
scale production projects of green fertiliser in Latin and Central
America.
The significant further
participation of directors and senior management in this
Fundraising demonstrates their ongoing financial support for the
Company as shareholders and conviction in the future success of
Atome.
The Company now has a global
pipeline of green projects of over 600MW, of which the flagship
Phase 1 145MW Villeta Project in Paraguay is legally contracted
under a signed Power Purchase Agreement with the FEED study already
commissioned and soon to be completed and all of EPC, Offtake and
Financing is targeted for 2024 with start of full production in
2026 when ATOME will become one of the largest producers of green
fertiliser in the world.
An up-to-date investor presentation
is available on the Company's website at www.atomeplc.com
Admission
Application will be made for the
Shares to be admitted to trading on AIM ("Admission") and it is
expected that Admission will become effective at 8.00 am on or
around 22 February 2024.
Concert Party interest
The members of the Concert Party (as
defined in the Admission Document published on 17 December 2021)
are currently interested in 44.53% of the existing issued share
capital, reducing to 41.40% in the enlarged issued share
capital on Admission. As the members of the Concert Party therefore
currently hold and will continue to hold on Admission less than 50
per cent. of the Company's voting share capital but more than 30
per cent., for so long as they continue to be treated as acting in
concert, any further increases in the Concert Party's interests in
Ordinary Shares are subject to the provisions of Rule 9 of the
Takeover Code.
For
more information, please visit https://www.atomeplc.com
or
contact:
ATOME PLC Nikita Levine,
Investor Relations
|
+44 (0) 113 337 2210
info@atomeplc.com
|
Beaumont Cornish (Nominated Adviser)
Roland Cornish, Michael Cornish
|
+44 (0) 20 7628 3396
|
Liberum (Joint Broker) Scott Mathieson
|
+44 (0) 20 3100 2000
|
SP
Angel (Joint Broker) Richard
Hail, Caroline Rowe, Harry
Davies-Ball
|
+44 (0) 20 3490 0470
|
Cavendish Capital Markets Limited (Broker)
Simon Hicks, George Dollemore
|
+44 (0) 20 7220 0500
|
Tavistock (Financial PR and IR) Simon Hudson, Rebecca Hislaire, Saskia Sizen
|
+44 (0) 20 7920 3150
atome@tavistock.co.uk
|
The information communicated within this announcement is
deemed to constitute inside information as stipulated under the
Market Abuse Regulations (EU) No 596/2014 which is part of UK law
by virtue of the European Union (Withdrawal) Act 2018. Upon
publication of this announcement, this inside information is now
considered to be in the public domain. The person who arranged for
the release of this announcement on behalf of the Company was Peter
Levine, Chairman.
About ATOME
ATOME PLC is an AIM listed company targeting
green fertiliser production with 445-megawatt of projects in
Paraguay and a further pipeline of potential projects in Central
America.
Since its admission to AIM in December 2021
ATOME signed a 145MW power purchase agreement with ANDE, the state
energy company in Paraguay for acquired 30 hectares of land in
Villeta, Paraguay for that facility, mandated Natixis Corporate
& Investment Banking and the multilateral IDB Invest to lead
the project funding and with Front End Engineering and Design
studies currently underway with the international companies Urbas
and Casale. ANDE has also allocated a further 300MW for ATOME's
second project subject to studies.
In Costa Rica, The
National Ammonia Corporation S.A. has been formed to develop green
fertiliser projects for the region. As well as straddling the
Pacific and Atlantic Oceans, Costa Rica is a democratic Central
American country. In agriculture, Costa Rica is the second largest
supplier of pineapples in the world and is in the top ten banana
growers.
ATOME is in the process of operational
planning, sourcing and negotiations with green electricity
suppliers, equipment providers and offtake partners, including
signed memoranda of understanding and cooperation agreements in
place with key parties, to produce green fertiliser at an
industrial scale using electricity generated from hydroelectric
power in Paraguay and Costa Rica. All chosen sites are located
close to the power and water sources and export facilities to serve
significant domestic and then international demand.
The Company has a green-focused Board which is
supported by major shareholders including Peter Levine, Schroders,
a leading fund manager, and since May 2023, Baker Hughes, a global
energy technology company operating in the energy and industry
sectors.
IMPORTANT NOTICES
This announcement is not for
release, publication or distribution, in whole or in part, directly
or indirectly, in or
into Australia, Canada, Japan or
the Republic of South Africa or any jurisdiction into
which the publication or distribution would be unlawful. This
announcement is for information purposes only and does not
constitute an offer to sell or issue or the solicitation of an
offer to buy or acquire shares in the capital of the Company
in Australia, Canada, Japan, New Zealand,
the Republic of South Africa or any jurisdiction in which such
offer or solicitation would be unlawful or require preparation of
any prospectus or other offer documentation or would be unlawful
prior to registration, exemption from registration or qualification
under the securities laws of any such jurisdiction.
This announcement is not for
publication or distribution, directly or indirectly, in or into the
United States of America. This announcement is not an offer of
securities for sale into the United States. The securities
referred to herein have not been and will not be registered
under the U.S. Securities Act of 1933, as amended, and may not be
offered or sold in the United States, except pursuant to an
applicable exemption from registration. No public offering of
securities is being made in the United States.
Beaumont Cornish Limited ("Beaumont
Cornish"), which is authorised and regulated in the United Kingdom
by the FCA and is a member of the London Stock Exchange, is the
Company's nominated adviser for the purposes of the AIM Rules.
Beaumont Cornish is acting exclusively for the Company and will not
regard any other person (whether or not a recipient of this
announcement) as a client and will not be responsible to anyone
other than the Company for providing the protections afforded to
its clients nor for providing advice in relation to the contents of
this announcement or any other matter referred to herein. Beaumont
Cornish's responsibilities as the Company's nominated adviser under
the AIM Rules for Nominated Advisers are owed to the London Stock
Exchange and not to any other person and in particular, but without
limitation, in respect of their decision to acquire Ordinary Shares
in reliance on any part of this announcement. Beaumont Cornish has
not authorised the contents of this announcement for any purpose
and no liability whatsoever is accepted by Beaumont Cornish nor
does it make any representation or warranty, express or implied, as
to the accuracy of any information or opinion contained in this
announcement or for the omission of any information. Beaumont
Cornish expressly disclaims all and any responsibility or liability
whether arising in tort, contract or otherwise which it might
otherwise have in respect of this announcement.
SP Angel Limited ("SP Angel"), which
is authorised and regulated in the United Kingdom by the FCA and is
a member of the London Stock Exchange, is the Company's Joint
Broker and is acting exclusively for the Company and will not
regard any other person (whether or not a recipient of this
announcement) as a client and will not be responsible to anyone
other than the Company for providing the protections afforded to
its clients nor for providing advice in relation to the contents of
this announcement or any other matter referred to herein. SP Angel
has not authorised the contents of this announcement for any
purpose and no liability whatsoever is accepted by SP Angel nor
does it make any representation or warranty, express or implied, as
to the accuracy of any information or opinion contained in this
announcement or for the omission of any information. SP Angel
expressly disclaims all and any responsibility or liability whether
arising in tort, contract or otherwise which it might otherwise
have in respect of this announcement.
-ends-