AIM Schedule One - Dial Square Investments plc (1250V)
30 November 2023 - 7:00PM
UK Regulatory
TIDMDSI
RNS Number : 1250V
AIM
30 November 2023
ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION
IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM
RULES")
COMPANY NAME:
Dial Square Investments plc ("Dial Square" or the "Company"),
to be renamed EnergyPathways plc following Admission
COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY
TRADING ADDRESS (INCLUDING POSTCODES) :
C/O RJF 10th Floor,
3 Hardman Street,
Manchester,
Greater Manchester,
England, M3 3HF
COUNTRY OF INCORPORATION:
England and Wales
COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED
BY AIM RULE 26:
www.dialsquareinvestments.com
www.energypathways.uk
COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR,
IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING
POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE
TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:
Dial Square Investments plc was incorporated in England and
Wales on 15 February 2021 as a public limited company with
limited liability under the Companies Act with registered number
13201653.
Dial Square's shares were admitted to trading as a Standard
Listing on the Main Market on 30 November 2022 for the purpose
of undertaking one or more acquisitions. On 10 March 2023 Dial
Square announced that it had entered into heads of terms to
acquire 100 percent of the issued and to be issued share capital
of EnergyPathways Limited ("EnergyPathways") by means of a
reverse takeover. On admission of the Company's Ordinary Shares
to trading on AIM, the Company intends to cancel its listing
on the Standard List.
EnergyPathways is an integrated energy transition company,
initially targeting development of UK gas assets, with the
aim of bringing these into production, in the near-term, to
provide low emission energy solutions to assist with the UK's
transition to net zero while also providing critical energy
security to the UK.
EnergyPathways holds, via its wholly-owned subsidiary, a 100
per cent. interest in block 110/4a in Seaward Licence P2490
that contains the Marram gas field ("Marram Field"), located
30km west of mainland UK, close to existing infrastructure
in the UK waters of the UK Irish Sea Basin.
The Marram Field, which was discovered in 1993, is estimated
to contain 35.3 Bcf of undeveloped gas 2P Reserves and lies
approximately 15km east of the existing offshore South Morecambe
Gas Platform and 20-25 km from gas trunklines to shore.
In the Marram Field, EnergyPathways has identified what it
considers to be a 'ready-to-go' gas development asset, in that
it has been fully appraised and has low sub surface technical
risk. It is also able to be brought into production quickly,
due to its simple tie-back development plan to existing infrastructure.
EnergyPathways is targeting first gas from the Marram Field
in 2025.
The Directors and the Proposed Directors believe that natural
gas is a bridging fuel with a key role to play in the UK's
energy transition to net zero and providing energy security.
It is their view that a successful development of the Marram
Field has the potential to make a favourable contribution towards
reducing UK emissions providing energy security. The volatility
experienced in the UK energy market during 2022 and into 2023,
resulting from years of under-investment in oil and gas projects
and exacerbated by the ongoing war in Ukraine, has highlighted
the necessity for development of domestic gas projects such
as the Marram Field.
The Directors and the Proposed Directors believe that the undeveloped
potential gas resources identified by EnergyPathways in the
UK Irish Sea- which may be up to 2 TCF - are ideally suited
for integration with the clean energy technologies and assets
in the region to develop reliable, cost competitive low emission
energy supply. The UK Irish Sea region contains major renewable
wind generation capacity, reservoirs suited to natural gas
and hydrogen energy storage and CCUS and existing energy infrastructure.
The UK's leading hydrogen hub development is also nearby. The
co-location of these energy assets offers the opportunity for
cost-effective integration. Gas power generation is set to
have a critical role in providing flexible energy supply as
intermittent renewable wind energy generation increases. In
this regard, available UK domestic gas, along with stored gas,
will be critical in providing back up capacity. Further ahead,
the development of a hydrogen economy in the UK will be driven
initially by using gas feedstock, gas reforming technologies
and CCUS.
The Enlarged Group's initial focus will be the development
of the Marram Field, however it also plans to generate shareholder
value by playing a wider role in providing the UK with energy
security and net zero energy solutions. In line with this,
it has submitted applications to the NSTA for the award of
additional licences with undeveloped gas resources in the UK
Irish Sea. EnergyPathways intends to support UK energy security
with new domestic gas production and in doing so, displace
high emission imported LNG, thereby reducing the UK's net carbon
footprint. The Directors and the Proposed Directors anticipate
that there may also be potential to integrate new production
with the nearby wind renewable capacity to provide flexible
power generation capacity for grid stability, CCUS and hydrogen
storage reservoirs and feedstock for hydrogen production. It
also intends to consider opportunities to participate in other
selected discovered gas fields and energy transition opportunities
in the region and across the UK more broadly where integration
opportunities exist.
DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS
AS TO TRANSFER OF THE SECURITIES (i.e. where known, number
and type of shares, nominal value and issue price to which
it seeks admission and the number and type to be held as treasury
shares):
Number of ordinary shares on Admission :TBC ordinary shares
of GBP0.01 each in the capital of the Company ("Ordinary Shares").
Issue Price per Ordinary Share: 4p
Each Ordinary Share carries one vote and the right to dividends.
There are no restrictions as to the transfer of the Ordinary
Shares.
No Ordinary Shares will be held as treasury shares on Admission.
CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING)
AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:
Total capital to be raised on Admission: GBPTBC
Anticipated market capitalisation on Admission: GBPTBC
PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:
TBC %
DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH
THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE
OR WILL BE ADMITTED OR TRADED:
None
FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS
(underlining the first name by which each is known or including
any other name by which each is known):
Current Directors of Dial Square:
Neil Cousins - Non-Executive Chairman
Lincoln Moore - Non-Executive Director
The Current Directors will resign from the board on Admission
Proposed Directors following Admission:
Mark David Crawford Steeves - Independent Non-executive
Chairman
Benedict ("Ben") James Murray Clube - Chief Executive Officer
Benjamin ("Ben") James Hodges - Chief Financial Officer
Graeme Paul Marks - Asset Manager
Stephen Paul West - Non-executive Director
Horácio Luis De Brito Carvalho - Independent Non-executive
Director
FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED
AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER
ADMISSION (underlining the first name by which each is known
or including any other name by which each is known):
Name % of the issued share % of the issued share
capital before Admission capital after Admission
Alan Mcleish 22.37% TBC
-------------------------- -------------------------
Star Racing Limited 5.42% TBC
-------------------------- -------------------------
Brett Lord 5.95% TBC
-------------------------- -------------------------
Optiva Securities 5.65% TBC
Limited
-------------------------- -------------------------
Sebastian Marr 5.57% TBC
-------------------------- -------------------------
James Sheehan* 5.33% TBC
-------------------------- -------------------------
WMH Consulting 3.79% TBC
-------------------------- -------------------------
Ashwan i Sudera 3.79% TBC
-------------------------- -------------------------
Sport Media Ventures 3.20% TBC
Ltd
-------------------------- -------------------------
NonFinite SA Sicav - TBC
Absolute Return Fund
-------------------------- -------------------------
Zeta Petroleum - TBC
-------------------------- -------------------------
Ben Clube - TBC
-------------------------- -------------------------
Graeme Marks - TBC
-------------------------- -------------------------
Peter Nicholls - TBC
-------------------------- -------------------------
*Including 422,880 shares held by Scwiar Capital Ltd, a company
wholly owned by James Sheehan
NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE
2, PARAGRAPH (H) OF THE AIM RULES:
N/A
(i) ANTICIPATED ACCOUNTING REFERENCE DATE
(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION
DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited
interim financial information)
(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS
PURSUANT TO AIM RULES 18 AND 19:
(1) 31 December
(2) Dial Square Investments plc: Audited results to 28 February
2022 (and unaudited interim results to 31 August 2023)
EnergyPathways Limited: Audited results to 31 December 2022
(and unaudited interim results to 30 June 2023)
(3) 30 June 2024, 30 September 2024,.30 June 2025
EXPECTED ADMISSION DATE:
Mid December 2023
NAME AND ADDRESS OF NOMINATED ADVISER:
Cairn Financial Advisers LLP
9(th) Floor, 107 Cheapside,
London, EC2V 6DN
United Kingdom
NAME AND ADDRESS OF BROKER:
JOINT BROKERS
Optiva Securities Limited
2 Mill Street
London W1S 2AT
Global Investment Strategy UK Limited
2nd Floor, Solar House
915 High Road
London N12 8QJ
OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE
(POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE
AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL
DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:
A copy of the Admission Document will contain full details
about the applicant and the admission of its securities, and
will be available from the Company's website at: www.energypathways.uk
from Admission.
THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO
APPLY
QCA Corporate Governance Code
DATE OF NOTIFICATION:
30 November 2023
NEW/ UPDATE:
New
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