TIDMCFU
RNS Number : 9938D
Ceramic Fuel Cells Limited
03 May 2013
NEITHER THIS ANNOUNCEMENT NOR ANY PART OF IT CONSTITUTES AN
OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY,
SUBSCRIBE OR ACQUIRE ANY LOAN NOTES OR NEW ORDINARY SHARES IN ANY
JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE
UNLAWFUL. THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA,
AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER STATE
OR JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.
Ceramic Fuel Cells Limited
("Ceramic" or the "Company")
GBP 5.0 million fund raising
Further to the announcement on 30 April 2013, Ceramic Fuel Cells
Limited (AIM / ASX: CFU), a leading developer of generators that
use fuel-cell technology to convert natural gas into electricity
and heat for homes and other buildings, is pleased to announce that
it has conditionally raised GBP5.0 million (A$7.6 million) (before
expenses).
The Company conditionally has raised GBP4.3 million (A$6.5
million) through the issue of Secured Convertible Loan Notes (the
"Loan Notes") to a number of institutional investors (the "Loan
Note Holders") and a further GBP0.7 million (A$1.1 million) through
the placing of 32,710,300 new ordinary shares of nil par value in
the Company (the "New Ordinary Shares") (the "Placing"). The issue
of GBP0.2 million of the Loan Notes is conditional on shareholder
approval as set out below.
Details of the Placing
The Company has raised GBP0.7 million (before expenses) by way
of a non-pre-emptive placing of 32,710,300 New Ordinary Shares at a
price of 2.14 pence per New Ordinary Share.
The Placing is conditional upon, amongst other things, admission
of the New Ordinary Shares to trading on AIM becoming effective
("Admission"). Application is being made for the Placing Shares to
be admitted to trading on AIM, and it is expected that Admission
will become effective and trading in the Placing Shares will
commence on AIM at 8:00 a.m. on 10 May 2013.
The Placing Shares will represent approximately 2.1 per cent. of
the enlarged issued share capital of the Company immediately after
Admission and will, when issued, rank in full for all dividends and
other distributions declared, made or paid following their date of
issue and otherwise will rank pari passu in all respects with the
other Ordinary Shares then in issue.
Following Admission, the Company's total issued share capital
will consist of 1,591,941,620 Ordinary Shares. No Ordinary Shares
are held in treasury and therefore the number of Ordinary Shares
with voting rights will be 1,591,941,620.
Details of the Loan Notes
The Loan Notes are repayable in full on 8 May 2016 being three
years from the date of issue.
The Loan Notes are convertible into New Ordinary Shares at the
effective price of 2.14p per New Ordinary Share, being a discount
of 42.9 per cent. to the share price at close of business on 2 May
2013, the latest practicable date prior to the release of this
announcement. If the Loan Notes were converted in full, the New
Ordinary Shares issued as a result would represent approximately
11.2 per cent of the Company's issued share capital on Admission.
The Loan Notes bear interest at a rate of 9 per cent. per annum
which is paid by the Company quarterly in arrears.
It is intended that the Loan Notes are secured against the
assets of the Company by way of a general security deed. The
granting of this security is subject to shareholder approval and an
Extraordinary General Meeting of the Company will be convened in
order for this security to be granted. In the event that such
shareholder approval is not obtained and the security deed is not
made effective by 3 September 2013, the Loan Notes and accrued
interest become immediately repayable.
The Loan Notes may be converted into New Ordinary Shares at any
time by the Loan Note Holders. The Company has the ability to
convert the Loan Notes in whole or in part from 3 November 2014,
provided that the average share price of the Company's Ordinary
Shares has been above 10 pence per Ordinary Share for a period of
at least 20 consecutive business days.
The Company may redeem the Loan Notes prior to their maturity in
consideration of payment of an early redemption fee. The quantum of
such fee will depend on the length of time between the redemption
date and the maturity of the Loan Notes.
Admission
The Loan Notes will not be admitted to trading. The Company has
adequate authority to issue the 200,934,579 New Ordinary Shares
which may be issued on conversion of the Loan Notes. The Company
may also convert the accrued and unpaid interest on the Loan Notes
if to do so would not breach the ASX Listing Rules. These New
Ordinary Shares will rank pari passu with the existing ordinary
shares and application for admission to trading on AIM will be made
at the appropriate time.
Use of proceeds
The proceeds of the Placing and the issue of the Loan Notes will
be used to provide further working capital for the Company. The
Company expects that, with the addition of these funds, it will
have sufficient working capital to meet its needs through to the
end of calendar year 2013.
Directors` participation
Alasdair Locke, Chairman of Ceramic, has agreed to subscribe for
GBP200,000 of the Loan Notes (approximately 4.7 per cent. of the
Loan Note issue). Under the rules of the Australian Securities
Exchange his participation is subject to shareholder approval and
an Extraordinary General Meeting of the Company will be convened in
order for this approval to be granted.
Alasdair Locke currently holds 73,912,988 Ordinary Shares
representing 4.7 per cent. of the issued share capital of the
Company and on conversion (assuming no other conversion of Loan
Notes nor any conversion of any accrued and unpaid interest)
Alasdair Locke will hold 83,258,782 Ordinary Shares representing
4.6 per cent. of the enlarged issued share capital of the
Company.
Related Party Matters
Under AIM Rule 13, the subscription for Loan Notes by Alasdair
Locke detailed above is a related party transaction by virtue of
him being a director of the Company.
The independent directors of the Company, having consulted with
Arden Partners, the Company's nominated adviser, consider the
subscription by Alasdair Locke to be fair and reasonable insofar as
Ceramic's shareholders are concerned.
Restoration of trading of Ordinary Shares
It is anticipated that the Ordinary Shares will be restored to
trading on the AIM market of the London Stock Exchange upon receipt
of funds from the Loan Note Holders (with the exception of the
subscription from Alasdair Locke, Chairman, which is subject to
shareholder approval). It is anticipated that these funds will be
received within 2 business days and a further announcement will be
made at this time.
Bob Kennett, Chief Executive Officer commented:
"We are delighted to have been well supported by a number of
blue chip institutional investors.
"Having proved the commercialisation of our technology we are
now rapidly moving towards a major increase in the volumes sold by
the Company. This fund raise will allow us to meet the working
capital requirements of the initial phase of this ramp up and the
Board considers that it would be in the best interests of
shareholders to raise these funds in this manner to allow the
Company to take advantage of these opportunities."
For further information please contact:
Ceramic Fuel Cells Limited
Bob Kennett (UK) Tel. : +44 (0)7764-200-661
Arden Partners plc
Steve Douglas Tel. : +44 (0)121-423-8900
Australian media enquiries
Richard Allen Tel. : +61 (0) 3 9915 6341
Oxygen Financial Public Relations
UK media enquiries
David Stürken Tel. : +44 (0) 207 379 5151
Maitland
About Ceramic Fuel Cells Limited:
Ceramic is a world leader in developing fuel cell technology to
generate highly efficient and low-emission electricity from widely
available natural gas. Ceramic has sold its BlueGen
gas-to-electricity generator to major utilities and other
foundation customers in Germany, the United Kingdom, Switzerland,
The Netherlands, Italy, Japan, Australia, and the USA. Ceramic is
now focusing on markets in Germany, the United Kingdom and Benelux
and is developing fully integrated power and heating products with
leading energy companies E.ON UK in the United Kingdom and EWE in
Germany.
The Company is listed on the London Stock Exchange AIM market
and the Australian Securities Exchange (code CFU).
www.cfcl.com.au
www.bluegen.info
Arden Partners Plc ("Arden Partners"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority
and is a member of the London Stock Exchange, is acting as
nominated adviser and broker exclusively for the Company in
connection with the Placing and the issue of the Loan Notes. Its
responsibilities as the Company's nominated adviser under the AIM
Rules are owed solely to the London Stock Exchange and are not owed
to the Company or to any Director or any other person in respect of
his decision to acquire Ordinary Shares in reliance on any part of
this announcement. No representation or warranty, express or
implied, is made by Arden Partners as to any of the contents of
this announcement for which the Directors and the Company are
responsible (without limiting the statutory rights of any person to
whom this announcement is issued). Arden Partners has not
authorised the contents of, or any part of, this announcement, and
no liability whatsoever is accepted by Arden Partners for the
accuracy of information or opinions contained in this announcement
or for the omission of any material information. Arden Partners
will not be offering advice and will not otherwise be responsible
for providing customer protections to recipients of this
announcement in respect of the Placing or any
acquisition of shares in the Company.
Forward-Looking Statements
Statements contained in this announcement, particularly those
regarding possible, projected, or assumed future transactions,
performance and results are or may include forward-looking
statements. Such statements relate to future events and
expectations and as such involve known and unknown risks and
uncertainties. These risks and uncertainties include, among other
things, market conditions, weather risks, economic and political
risks. Forward-looking statements are not guarantees of future
performance or an assurance that Ceramics' current assumptions and
projections are valid. Actual results, actions, and developments
may differ materially from those expressed or implied by those
forward-looking statements depending on a variety of factors.
Furthermore, any forward-looking statements presented are expressed
in good faith and are believed to have a reasonable basis as of the
date of this release. These forward-looking statements speak only
as at the date of this announcement, and none of Ceramic, Arden or
any of their respective officers, directors, employees or
consultants assumes any obligation to update any forward-looking
statements, whether as a result of new information, future events,
or otherwise.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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