TIDMAXM
RNS Number : 5722X
Alexander Mining PLC
20 December 2019
THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR PUBLICATION,
RELEASE OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, CANADA,
AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY JURISDICTION
IN WHICH THE SAME WOULD BE UNLAWFUL. THIS ANNOUNCEMENT SHALL NOT
CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION TO BUY,
SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY ORDINARY SHARES OF ALEXANDER
MINING PLC IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR
SOLICITATION WOULD BE UNLAWFUL.
This announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014.
Alexander Mining plc
("Alexander" or the "Company")
Proposed Acquisition of eLight Group Holdings Ltd
Share Capital Consolidation and Share Sub-division
Disposal of MetaLeach Assets
Change of Name to eEnergy Group plc
Placing of 26,666,667 new Ordinary Shares each at a price of
7.5p per share
Admission of the Enlarged Ordinary Share Capital to trading on
AIM
Approval of Waiver of Obligations under Rule 9 of the Takeover
Code
Adoption of New Articles
and
Notice of General Meeting
Alexander is pleased to announce the proposed acquisition of
eLight Group Holdings Ltd which is an Energy Efficiency as a
Service company that provides commercial customers with immediate
energy and cost reductions with zero upfront investment. The
consideration for the acquisition is GBP6.6 million, to be
satisfied by the issue of the Consideration Shares at the Issue
Price.
The acquisition, which is subject to shareholder approval,
constitutes a reverse takeover under the AIM Rules. Upon
completion, the Company will trade under the name of eEnergy Group
plc and its new ticker symbol will be "EAAS".
The Company also announces that it has conditionally raised GBP2
million (before expenses) through a placing of 26,666,667 New
Ordinary Shares at 7.5 pence per New Ordinary Share, which will be
used to finance the development of eLight and for working
capital.
Highlights
The Directors believe that eLight presents an attractive
opportunity for the following reasons:
Large market opportunity
The market in the EU for Energy Efficiency services in 2017 was
approximately EUR25 billion and is expected to double by 2025(1) .
Within this, the LaaS opportunity is expected to grow from $225
million in revenues in 2017 to $960 million by 2026, a CAGR of 18
per cent(2) .
Attractive economics
eLight's core LaaS business model generates positive cash flows
upon completion of a customer installation, with its finance
partners assuming the ongoing credit risk of customers' obligations
under the service agreement.
Ageing Infrastructure
Customers who have not transitioned to LED lighting face an
inevitable "end-of-life" scenario in respect to their existing
lighting infrastructure. With old technology becoming obsolete and
replacement parts becoming unavailable, customers are increasingly
considering total or partial lighting infrastructure upgrades as
their existing lighting fails, which the Proposed Directors believe
is providing an ideal environment to be offering a capital free
transition to energy efficient technologies through a LaaS
solution.
Regulatory pressure driving change
The UK government passed an amendment to the legislation of the
Climate Change Act 2008 in 2019 to commit the country to reduce its
greenhouse gas emissions by 100 per cent. by 2050. This net zero
target is informing legislation across all sectors of the economy,
placing obligations on industrial, commercial and other sectors of
society to adopt measures to reduce energy consumption.
-- The Energy Savings Opportunity Scheme (ESOS) Regulation in
2014 obliges all UK companies with turnover in excess of GBP50
million to undertake comprehensive assessments of energy efficiency
opportunities at least once every four years;
-- Minimum Energy Performance Standards (MEPS) regulation in
2015 dictates that from 1 April 2018 commercial property landlords
must upgrade their properties to an EPC grade of at least "E"
before they can renew an existing lease or grant a lease to new
tenants; and
-- The Carbon Emissions Tax introduced on 1 April 2019 will
apply a tax on businesses of GBP16 per
tonne on a carbon equivalent basis for all emissions exceeding an annual allowance.
Social pressure
Individual users of buildings, be they workers, customers or
students, are increasingly aware of the issues of climate change
and are demanding higher levels of environmental responsibility
from organisations - as illustrated by the climate change
demonstrations in major cities during 2019. The Proposed Directors
believe that consumer pressure will encourage building managers to
move towards greater energy efficiency in their buildings.
Established operator
The eLight team, whether as part of eLight or when at
predecessor companies, have installed LED systems for over 800
customers, predominantly through the LaaS service contract model,
which the Proposed Directors believe makes them one of the most
prolific LED system installation provider by number of projects in
the UK and Ireland and customer satisfaction with these
installations is high. The Proposed Directors believe that this
demonstrates not only the attraction of the eLight LaaS solution in
its chosen market sectors, but also its suitability for further
market rollout.
Mature and growing pipeline of qualified opportunities
eLight has identified large sectors of the education, commercial
and industrial markets that the Proposed Directors believe fit its
criteria to supply a range of EEaaS solutions, beginning with LaaS.
The current pipeline of qualified and engaged opportunities stands
at over EUR30 million which underpins the revenue forecast for the
rest of the financial year.
Experienced management team
eLight has an experienced management team with skills in sales,
marketing, operations, finance and project management and the
proposed Non-Executive Directors have extensive experience of AIM
corporate governance standards and managing the balance of
executing a company's day-to-day operations and organic growth with
inorganic growth through the completion and integration of
acquisitions.
Background to and Reasons for the Acquisition
On 25 September 2019, the Company announced that it intended to
dispose of its mineral processing technology interests, comprising
the MetaLeach Assets, and to change its business strategy. Pursuant
to the AIM Rules for Companies, the Company is required to make an
acquisition or acquisitions which constitute a reverse takeover
under Rule 14 of the AIM Rules for Companies within six months of
the Disposal otherwise the trading of the Company's shares on AIM
will be suspended.
The Existing Directors believe that completion of the
Acquisition and the Disposal represents an exciting opportunity for
the Company with significant potential to increase Shareholder
value. Further details of the Disposal are set out in paragraph 6
below.
The Acquisition represents the first step in creating a
broader-based Energy Efficiency Services provider that can supply
multiple complementary energy-related services to both existing and
new customers and use the currency of its AIM-listed securities to
participate in the consolidation and integration of other service
providers in what is a highly fragmented market.
Accordingly, the Existing Directors propose that, subject to
Shareholders' approval of the Resolutions, the Company will acquire
the entire issued share capital of eLight and make the Disposal.
The Enlarged Group's operations would thereafter constitute
exclusively those of eLight. Details of the business and operations
of eLight are set out in paragraph 3 below.
Publication of Admission Document, Circular, General Meeting and
Admission
The Company has today published its Admission Document with a
notice convening a General Meeting which is available to view on
its website at www.alexandermining.com. The Admission Document will
be posted to Shareholders later today. The Ordinary Shares were
suspended from trading on AIM on 29 November 2019. With the
publication of the Admission Document today, trading in the
Company's Ordinary Shares on AIM will be restored at 7.30 a.m.
today.
The General Meeting to approve the Resolutions in relation,
inter alia, to the Acquisition, waiver of obligations of the
Concert Party to make a mandatory offer for the Company pursuant to
Rule 9 of the City Code on Takeovers and Mergers and the Placing
will be held at 11 a.m. on 8 January 2020 at the offices of Hill
Dickinson LLP, The Broadgate Tower, 20 Primrose Street, London EC2A
2EW. A summary of the action the Shareholders should take is set
out in the Admission Document.
Alan Clegg, Chairman of Alexander, said: "It is pleasing that
despite the challenges embedded in the uncertainty of the UK
investment landscape up to the foundational Brexit General Election
result, that the Board and our advisory team have managed to both
find an acceptable buyer for the MetaLeach assets, conclude an
appropriate SPA and complete all the necessary conditions for the
RTO while raising an acceptable level of new equity funds to
proceed with the conclusion of this transaction. We remain fully
convinced that the resultant divergent paths created for MetaLeach
and the listed shell are the right ones for the realisation of
value for both old and new shareholders alike."
Enquiries:
Martin Rosser
Chief Executive
Mobile: +44 (0) 7770 865 341
Alexander Mining plc
Tel: +44 (0) 20 7078 9566
Email: mail@alexandermining.com
Website: www.alexandermining.com
Cairn Financial Advisers LLP
Sandy Jamieson/James Caithie
Tel: +44 (0) 20 7213 0880
Turner Pope Investments (TPI) Ltd.
Andy Thacker
Zoe Alexander
Tel: +44 (0) 20 3657 0050
1. INTRODUCTION
On 25 September 2019, Alexander Mining plc announced that it had
completed a review of its operations and had concluded that it was
no longer in Shareholders' interests for the Company to continue to
provide financial support for its mineral processing technology
activities, which are carried out by the Company's wholly owned
subsidiary, MetaLeach. The Board was therefore proposing to dispose
of MetaLeach and change the Company's business strategy. The
Company intended to become an AIM Rule 15 cash shell and to
simultaneously complete a suitable reverse takeover in accordance
with the AIM Rules.
On 29 November 2019, the Company announced that it was in
advanced negotiations to acquire the entire issued share capital of
eLight. As the acquisition would be treated as a reverse takeover
under the AIM Rules, trading in the Company's Existing Ordinary
Shares was suspended pending publication of an admission
document.
Subject to Shareholders' approval of the Resolutions, the
Company has agreed to acquire the entire issued share capital of
eLight. eLight is an Energy Efficiency as a Service company which
provides commercial customers with immediate energy and cost
reductions with zero upfront investment. The consideration for the
acquisition of the entire issued share capital of eLight is GBP6.6
million, to be satisfied by the issue of the Consideration Shares
at the Issue Price, credited as fully paid.
The Company also intends to seek Shareholder approval for the
disposal of its mineral processing technology interests comprising
the MetaLeach Assets, pursuant to Rule 15 of the AIM Rules for
Companies. Further details of the Disposal are set out in paragraph
6 below.
If the Acquisition is completed, it will constitute a reverse
takeover under AIM Rules for Companies and will be subject, inter
alia, to the approval of Shareholders under AIM Rule 14.
The Company has also conditionally raised a further GBP1,340,000
net of expenses through the issue of 26,666,667 Placing Shares to
institutional and other investors at the Issue Price pursuant to
the Placing. Further details of the Placing are set out in
paragraph 12 below.
Furthermore, the Company intends to seek Shareholder approval to
perform a share consolidation of every 75,000 Existing Ordinary
Shares into one Consolidated Ordinary Share and then sub-divide
each Consolidated Ordinary Share into 250 New Ordinary Shares.
Further details of the Share Consolidation and Share Sub-division
are set out in paragraph 7 below.
On completion of the Proposals, the Enlarged Group's operations
will thereafter constitute exclusively of those of eLight. Details
of the business and operations of eLight are set out in paragraph 3
below.
On completion of the Acquisition, the Concert Party (comprising
those shareholders in eLight who are considered to be acting in
concert with each other) will hold up to 86,264,528 New Ordinary
Shares on Admission, representing 65.89 per cent. of the Enlarged
Ordinary Share Capital. Under Rule 9 of the Takeover Code, the
Concert Party would normally then be obliged to make a general
offer to all Shareholders (other than the Concert Party) to acquire
all the Existing Ordinary Shares not owned by the Concert Party.
The Panel has agreed to waive this obligation subject to the
approval by the Independent Shareholders of the Whitewash
Resolution (on a poll) at the General Meeting. The Acquisition is
therefore also subject to the approval of the Whitewash Resolution
by the Independent Shareholders. Your attention is drawn to
paragraph 10 below which contains further information on the
Takeover Code and the Whitewash Resolution.
It is further proposed that the Company changes its name to
"eEnergy Group plc" and adopts the New Articles. Further details of
the Change of Name and the New Articles are set out in paragraphs 8
and 9 (respectively) below.
The Proposals are to be put to Shareholders at the General
Meeting.
A circular comprising an Admission Document is being sent to
Shareholders today which contains information regarding the matters
described above and to seek Shareholder approval of the Resolutions
at the General Meeting. The Notice of General Meeting is set out at
the end of the Admission Document. The Proposals are conditional,
inter alia, on the passing of the Resolutions and Admission. The
General Meeting of the Company at which the Resolutions will be
proposed has been convened for 11.00 a.m. on 8 January 2020 at the
offices of Hill Dickinson LLP, The Broadgate Tower, 20 Primrose
Street, London EC2A 2EW. If the Resolutions are approved by
Shareholders, it is expected that Admission will become effective
and dealings in the Enlarged Ordinary Share Capital will commence
on AIM at 8.00 a.m. on or around 9 January 2020.
2. BACKGROUND TO AND REASONS FOR THE ACQUISITION
On 25 September 2019, the Company announced that it intended to
dispose of its mineral processing technology interests, comprising
the MetaLeach Assets, and to change its business strategy. Pursuant
to the AIM Rules for Companies, the Company is required to make an
acquisition or acquisitions which constitute a reverse takeover
under Rule 14 of the AIM Rules for Companies within six months of
the Disposal otherwise the trading of the Company's shares on AIM
will be suspended.
The Existing Directors believe that completion of the
Acquisition and the Disposal represents an exciting opportunity for
the Company with significant potential to increase Shareholder
value. Further details of the the Disposal are set out in paragraph
6 below.
The Acquisition represents the first step in creating a
broader-based Energy Efficiency Services provider that can supply
multiple complementary energy-related services to both existing and
new customers and use the currency of its AIM-listed securities to
participate in the consolidation and integration of other service
providers in what is a highly fragmented market.
Accordingly, the Existing Directors propose that, subject to
Shareholders' approval of the Resolutions, the Company will acquire
the entire issued share capital of eLight. The Enlarged Group's
operations would thereafter constitute exclusively those of eLight.
Details of the business and operations of eLight are set out in
paragraph 3 below.
3. INFORMATION ON ELIGHT
3.1 INTRODUCTION
eLight is an Energy Efficiency as a Service company which
provides commercial customers with immediate energy and cost
reductions with zero upfront investment by delivering
Light-as-a-Service.
eLight has built a strong position in the UK and Ireland,
offering customers the ability to switch to LED lighting technology
without capital investment, improve the quality of their lighting
and reduce their carbon footprint. eLight's service agreements
provide customers with a fully maintained solution for the term of
the agreement.
The monthly energy savings which are unlocked are more than the
monthly service fee, so customers generate immediate positive cash
flow in addition to reducing their carbon footprint.
Energy efficiency upgrades are typically capital intensive,
which has traditionally acted as a barrier for organisations
looking to reduce their energy consumption. eLight removes these
barriers with its service agreement-based business model. The
market in the EU for energy efficiency services in 2017 was
approximately EUR25 billion and is expected to double by 2025(3)
.
eLight can also provide customers with LED lighting installation
services under a traditional supply and install service.
Energy efficient LED lighting offers businesses one of the most
significant energy saving opportunities, where the Proposed
Directors estimate that up to 80 per cent. energy savings being
possible from their existing lighting costs. Lighting typically
accounts for between 25-40 per cent. of total energy consumption
for commercial buildings(4) , so the net energy saving impact is
considerable. The Proposed Directors estimate that 70 per cent. of
the more than 2 million rateable non-domestic buildings in the UK
& Ireland have yet to transition to LED technology.
eLight's use of performance-insured contracts for its customers
and partnerships with providers of project finance in the UK and
the Eurozone enables it to generate positive cashflows upon
completion of an installation, with no residual credit exposure to
the customer under the service agreement.
eLight has secured contracts directly with certain of the
world's leading technology manufacturers, bypassing distributors
and wholesale channels to ensure a competitive advantage for its
projects, and is in negotiations with a leading green and clean
technology funding partner to obtain a dedicated fund for its
energy service agreements.
eLight's Chief Executive Officer, Harvey Sinclair, along with
the other Proposed Directors, have prior experience of executing a
buy-and-build strategy in the technology, software and energy
service sectors and have already identified and begun dialogues
with companies that the Proposed Directors believe could add
significant value to the Group by way of acquisition.
As set out in paragraph 1 above, the funds raised will be used
to fund the Enlarged Group's expansion, organically and by
acquisition, into adjacent energy management services, as well as
developing the eLight App and to fund working capital
requirements.
3.2 INVESTMENT OPPORTUNITY
eLight presents investors with the opportunity to participate in
a growing sector of the energy services industry, building upon an
established position in the EEaaS sector with "Light-as-a-Service"
and using the currency of an AIM listing to acquire and consolidate
energy management providers and complementary energy efficiency
services in order to create a broader-based energy services
company.
Large market opportunity
The market in the EU for Energy Efficiency services in 2017 was
approximately EUR25 billion and is expected to double by 2025(5) .
Within this, the LaaS opportunity is expected to grow from $225
million in revenues in 2017 to $960 million by 2026, a CAGR of 18
per cent(6) .
Attractive economics
eLight's core LaaS business model generates positive cash flows
upon completion of a customer installation, with its finance
partners assuming the ongoing credit risk of customers' obligations
under the service agreement.
Ageing Infrastructure
Customers who have not transitioned to LED lighting face an
inevitable "end-of-life" scenario in respect to their existing
lighting infrastructure. With old technology becoming obsolete and
replacement parts becoming unavailable, customers are increasingly
considering total or partial lighting infrastructure upgrades as
their existing lighting fails, which the Proposed Directors believe
is providing an ideal environment to be offering a capital free
transition to energy efficient technologies through an LaaS
solution.
Regulatory pressure driving change
The UK government passed an amendment to the legislation of the
Climate Change Act 2008 in 2019 to commit the country to reduce its
greenhouse gas emissions by 100 per cent. by 2050. This net zero
target is informing legislation across all sectors of the economy,
placing obligations on industrial, commercial and other sectors of
society to adopt measures to reduce energy consumption.
-- The Energy Savings Opportunity Scheme (ESOS) Regulation in
2014 obliges all UK companies with turnover in excess of GBP50
million to undertake comprehensive assessments of energy efficiency
opportunities at least once every four years;
-- Minimum Energy Performance Standards (MEPS) regulation in
2015 dictates that from 1 April 2018 commercial property landlords
must upgrade their properties to an EPC grade of at least "E"
before they can renew an existing lease or grant a lease to new
tenants; and
-- The Carbon Emissions Tax introduced on 1 April 2019 will
apply a tax on businesses of GBP16 per tonne on a carbon equivalent
basis for all emissions exceeding an annual allowance.
Social pressure
Individual users of buildings, be they workers, customers or
students, are increasingly aware of the issues of climate change
and are demanding higher levels of environmental responsibility
from organisations - as illustrated by the climate change
demonstrations in major cities during 2019. The Proposed Directors
believe that consumer pressure will encourage building managers to
move towards greater energy efficiency in their buildings.
Established operator
The eLight team, whether as part of eLight or when at
predecessor companies, have installed LED systems for over 800
customers, predominantly through the LaaS service contract model,
which the Proposed Directors believe makes them one of the most
prolific LED system installation provider by number of projects in
the UK and Ireland and customer satisfaction with these
installations is high. The Proposed Directors believe that this
demonstrates not only the attraction of the eLight LaaS solution in
its chosen market sectors, but also its suitability for further
market rollout.
Mature and growing pipeline of qualified opportunities
eLight has identified large sectors of the education, commercial
and industrial markets that the Proposed Directors believe fit its
criteria to supply a range of EEaaS solutions, beginning with LaaS.
The current pipeline of qualified and engaged opportunities stands
at over EUR30 million which underpins the revenue forecast for the
rest of the financial year.
Experienced management team
eLight has an experienced management team with skills in sales,
marketing, operations, finance and project management and the
proposed Non-Executive Directors have extensive experience of
AIM-corporate governance standards and managing the balance of
executing a company's day-to-day operations and organic growth with
inorganic growth through the completion and integration of
acquisitions.
3.3 THE ENERGY EFFICIENCY & EEaaS MARKET
Energy efficiency, that is, reducing the amount of energy
consumed to undertake a specific activity, can be improved by
better management of existing plant and equipment and/or replacing
equipment with higher efficiency units and systems.
EEaaS is a business model for delivering energy efficiency
improvements with no upfront capital costs to the end user or
customer. It is an emerging segment of the overall energy
efficiency market and LaaS which takes advantage of the high
efficiency of LED lighting, has been one of the first examples of
EEaaS to gain market traction.
The market in the EU for EE services was approximately EUR25
billion in 2017 and is expected to double by 2025(7) . Buildings
account for 39 per cent. of the EU's total final energy consumption
and 75 per cent. of the EU's building stock is regarded as still
energy inefficient. The rate of building renovation remains very
low, at around 0.4 per cent. to 1.2 per cent. per year, relative to
where it needs to be (3 per cent. per annum) in order for the EU to
meet its emissions targets(8) . The European Commission estimates
that EUR100 billion needs to be invested annually to achieve
Europe's 2020 energy efficiency targets(9) .
Although there are many positive drivers to encourage businesses
to adopt improved EE there are also several barriers including the
need to make capital investments into plant and equipment that are
non-core to most businesses. Many businesses, particularly SMEs, do
not have or do not wish to allocate capital for non-core
investments even though energy efficiency investments would reduce
operating costs. EEaaS business models are expected to capture a
growing share of the energy efficiency market as they overcome this
barrier.
The global LaaS market is expected to grow from $662 million in
revenues in 2017 to $2.6 billion by 2026, a CAGR of 16 per cent(10)
. eLight is currently targeting large retailers and supermarket
chains, as well as offices, factories, warehouses, and schools in
the UK and Ireland.
As a specific example of the opportunity, there are around 2,500
independent schools in the UK, of which the Proposed Directors
estimate between 70-80 per cent. have not yet transitioned to LED -
potentially a circa GBP150 million market opportunity. UK
independent schools is a relatively new area of focus for eLight,
building on some successful client projects in 2018 and 2019.
3.4 MARKET DRIVERS
Although EE has been relatively neglected both globally and in
the UK and Ireland, it has recently begun to rise up the agendas of
both governments and public and private sector organisations. At
governmental levels:
-- The UK became the first major economy to adopt a law in June 2019 to bring all carbon emissions to zero by 2050
(the Net Zero commitment).
-- The EU Energy Efficiency Directive ("EED") (amended in 2018) requires member states to make several improvements
in energy efficiency including reducing energy consumption by 1.5 per cent. per annum and prepare long-term
building renovation strategies as part of a National Energy Efficiency Action Plan. The UK Government has stated
that it intends to at least maintain EU levels of environmental protection following Brexit.
-- The Energy Savings Opportunity Scheme ("ESOS") is one of the UK policies enacted in response to the EED which
requires large organisations with more than 250 employees to have an energy assessment every four years.
-- Minimum Energy Efficiency Standards ("MEES") was introduced on 1 April 2018. MEES makes it unlawful, subject to
certain exemptions, to grant a new lease for a non-domestic property that has an Energy Performance Certificate
("EPC") below E. From 1 April 2023, landlords will not be able to continue letting a property with an EPC below E
and the minimum EPC requirement is intended to be increased in future years.
The Proposed Directors believe that commercial pressure on
organisations is also compelling:
-- High energy prices - UK non-domestic electricity prices are
the 10th highest amongst the EU-28(11) . The non-commodity element
of electricity prices, which is made up of various obligatory
system charges is approximately 50 per cent. of the total energy
bill and this element is expected to increase in future(12) .
-- Ageing infrastructure - old technology is failing and less
widely available while new technology is expensive, thus
reinforcing opportunity for "as a Service" models.
-- Increasing focus on the threat of climate change is driving
corporates and investors to progress programmes to reduce carbon
emissions. Users of buildings such as students, customers and
workers are increasingly aware of energy usage and encourage
building managers to implement energy efficiency programmes.
-- It has been estimated that over 75 per cent. of lighting
installations in the UK are thought to be out of date and unable to
meet current design standards(13) .
-- The cost of energy efficiency equipment is falling. This is
most noticeable in the case of LEDs but other relevant
technologies, such as control systems and sensors based on IoT, are
also becoming cheaper and with higher capabilities.
-- There is increasing interest in energy efficiency from
institutional investors. EE projects can provide investors with an
opportunity to gain exposure to stable and predictable cash
flows.
The emergence of "as a Service" business models are making
energy savings easier to achieve.
3.5 THE BUSINESS
History and background
The eLight Group was formed in Ireland in June 2018 to acquire
what are now eLight Ireland and eLight UK and create one of the
leading LaaS providers in the UK and Ireland.
David Nicholl, the Proposed Chairman, who was previously CEO of
Philips Lighting (UK and Ireland), part of the Phillips N.V. group,
established eLight UK in February 2018 to acquire the goodwill and
assets of Energy Works from the administrators with the objective
of seeking to establish a larger entity by combining it with other
sub-scale emerging providers of LaaS solutions. Energy Works
commenced trading in 2013 to develop opportunities around the
growth of LED lighting. From 2014, Energy Works had developed a
LaaS proposition and had completed nearly 60 LaaS projects (often
over multiple sites) before shareholders appointed administrators
in February 2018 as they considered the scale and structure of the
business unsuitable as a standalone entity.
In July 2018, eLight UK agreed to merge with eLight Ireland to
create a broader LaaS platform with the ability to centralise its
administration, improve procurement and benefit from economies of
scale. As a result of the merger, eLight Ireland and eLight UK
became wholly owned subsidiaries of eLight. eLight Ireland was
established in June 2018 as a wholly owned subsidiary of eLight to
novate the MPL Subcontract Agreement, recruit staff and acquire the
necessary assets from Solutions. Solutions was originally formed in
2009 by Ian McKenna to distribute LED technology and had moved into
LaaS in 2013.
By the middle of 2018 Solutions had completed over 600 LED
installation projects in Ireland under the "eLight" brand mainly
operating in the capacity as an installer and agent for Irish
utilities or for MPL, a dedicated asset investment fund which is
owned by a number of Irish private investor clients of Merrion
Capital.
Under the MPL Subcontract Agreement, eLight Ireland sources
clients for MPL to provide their LaaS product and arrange the LED
lighting installation. In return for this, eLight Ireland receives
a portion of the total contract value, paid in advance, a
commission paid quarterly on the service fees collected by MPL and
a EUR250,000 annual fee payable in January of each year. eLight
Ireland can also fulfil a client's supply and install project
outside of the MPL Subcontract Agreement. The Proposed Directors
intend to replace MPL as a source of LaaS funding with a new
funding partner to operate on a similar basis as eLight UK.
eLight also generates revenue from energy credits from its
activities in Ireland, which are created on completion of an LED
installation project and which can be sold on to third parties once
validated by the Sustainable Energy Authority of Ireland. The
sustainability of this stream of income is dependent on the Energy
Efficiency Obligation Scheme. The scheme was initially brought into
effect on 1 January 2014 and is currently scheduled to run to until
at least December 2020.
In the period since the eLight Group was established, the
Proposed Directors believe it has established a sound operational
platform to support the eLight Group's growth and expansion by
centralising many of the eLight Group's operations, improving
reporting, establishing standardised operating procedures and
recruiting additional executives. In particular:
-- Lead generation activity has been brought in-house and
operates from Malahide in Ireland and a Salesforce CRM was adopted
in Q2 2019;
-- A number of sector specific sales initiatives have been
launched and an increased focus has been given to large multi-site
accounts;
-- In operations, a standardised framework agreement for UK
sub-contractors is in the process of being put in place and
procurement centralised;
-- New UK and continental European OEM relationships have been
established on improved terms, given the Group's increased buying
power;
-- eLight has rolled out in Ireland the audit, data capture and
proposal engine developed in the UK and is currently investing
further capital to increase its functionality and usability;
-- A full time and experienced CFO joined eLight in May 2018; and
-- In September 2019, a loan of EUR1.6 million was agreed and
drawn from BPC, an Irish-based fund.
In the year to 30 June 2019, its first year of trading, eLight
secured contracts with a total value of EUR7.4 million, earned
revenue of EUR4.5 million and generated an operating EBITDA loss of
EUR0.8 million.
The eLight Operating Model
eLight adopts a data-driven approach to its energy efficiency
projects. It has developed its own proprietary specification and
analytics tool in order to optimise a customer's energy savings
whilst delivering the correct lighting levels. The eLight analytics
and specification engine allows for the automation of the client
proposal which provides a scalable client engagement model as the
business looks to accelerate its growth.
The customer engagement and retention cycle is a 4-stage process
as described below. It is the Proposed Directors' intention to wrap
the first three processes into a specific eLight App.
(i) Data Capture/Energy Audit - eLight provides customers with a
free energy consumption evaluation which involves a detailed audit
and operating review of their premises and which enables eLight to
accurately calculate the optimal energy savings possible through an
energy services contract. eLight has developed a bespoke auditing
and data capture process which takes into account a number of
different variables which provides the client with a precise energy
consumption profile of their existing lighting infrastructure. This
audit process is digitised and cloud enabled, which provides a fast
and scalable means of capturing multiple data points in an
efficient way across a portfolio of different buildings. eLight is
currently developing the eLight App so that this process can be
distributed to third parties for increased scalability.
(ii) Specification & Energy Efficiency Solution - The data
captured by the audit is synced via the cloud to the eLight
specification and analytics engine which automatically specifies
the correct technology from a comprehensive database in order to
deliver the most cost-effective energy savings for the project,
whilst delivering the precise lighting levels which are required,
designed to British Standards. Whilst data capture can be
distributed to third parties, solution specification is a
centralised process, managed and controlled by eLight.
(iii) EEaaS Proposal & Client Agreement - The proposal
generated by the eLight specification and analytics engine clearly
outlines the projected energy savings and cash-flow profile
presented graphically for the customer. The EEaaS agreement is an
easy-to-navigate one-page agreement, outlining the service
obligations of eLight and the quantum and number of monthly service
payments for the customer.
(iv) Project Implementation - eLight has a national network of
regional electrical contractors who work under agreed terms to
provide a consistent quality of service offering and who use eLight
apparel and livery. These firms are sub contracted for the
installation work by eLight on a pre-agreed pricing structure. The
eLight delivery network is being extended as part of a planned
expansion programme and a formal framework agreement with all of
the network will be put in place in 2020. The eLight internal
technical team project manages the network and a centralised
customer service facility provides any ongoing support required for
clients.
Following receipt of the EEaaS contract, eLight engages with its
supply chain for the necessary technology and services. Once the
technology is delivered to site, the eLight delivery network is
managed to deliver the installation in the most efficient way
possible, limiting any customer disruption. The end to end process
is typically 8 weeks from the signing of the contract to the
completion of the installation.
There are two significant features of eLight's business model
that contribute to its capital efficiency and profitability. The
first is that eLight's finance partners provide it with funds as
soon as eLight completes the installation and the second is that
eLight has direct supplier relationships with original equipment
manufacturers ("OEMs") as opposed to sourcing equipment from
wholesalers and distributors.
Project Funding Structure
The eLight Group has secured a number of specialist project
funding partners, two of whom have signed framework agreements
which underwrite eLight's EEaaS contracts, providing flexibility
according to sector, size of project and length of contract. eLight
has secured competitive rates with its funding partners, which the
Proposed Directors believe represents a competitive advantage to
its projects.
In the UK, eLight has an agreement with its main funding partner
to assign a client contract at an agreed discount to the total
receivables for the duration of the contract. This allows eLight to
settle all third party costs, whilst retaining a margin. This
structure provides a positive cash flow model for eLight UK and
passes credit risk to the financial institution.
In Ireland, eLight has historically sourced its project funding
through the MPL Subcontract Agreement as described in paragraph 3.5
above. However eLight has recently signed heads of terms with one
of Europe's largest Energy Efficiency Funds which is seeking to
work with eLight to provide a dedicated facility for Ireland and
Euro denominated projects, sufficient to match its business plan
objectives over the medium term. Once finalised, the structure of
this funding is expected to be on a similar basis to the UK
model.
Project Delivery
eLight has secured a network of regional electrical contractors
who are engaged on terms which govern the minimum service levels
required for an eLight LaaS lighting installation.
Regional partners are selected according to eLight's strict
vetting criteria which assesses their levels of expertise, relevant
engineering experience, qualifications, British Standards
certification and operational capacity.
Each regional partner works to a commercial matrix which allows
for a consistent pricing of projects regardless of location. eLight
will deploy a framework agreement to facilitate on-boarding new
partners during 2020.
eLight's current contractor's network enables projects to be
delivered across the UK and Ireland and eLight will expand the
network in accordance with its growth plans.
The eLight technical team ensures that every project is
co-ordinated centrally, and project manages supply chain,
operational engagement, commissioning and verification (sign-off)
to ensure strict quality control.
Equipment Providers/OEMs
eLight contracts directly with four well-known and established
European manufacturers which has enabled it to secure pricing for
equipment on a project-by-project basis at discounts to wholesale
prices, which in turn provides a competitive advantage when
delivering value into the financial returns of an energy services
contract. eLight offers a "zero upfront" investment solution to its
customers, with repayments over a fixed term at a comparable level
to the total cost of an upfront supply and installation cost, i.e.,
no pricing premium for a "pay monthly" solution but with added
service benefits. In addition, eLight has secured payment terms
which enable eLight to engage the supply chain without upfront
commitments or balance sheet exposure.
Technology
eLight's data capture and automated customer proposal engine is
a key factor in the Proposed Directors' belief in eLight's ability
to capture scale in the market.
eLight has developed a bespoke audit app ("eLight App"), which
has been built specifically to capture the necessary data which can
then be synced with its inhouse specification and analytics engine.
This allows a proposal to be automatically generated direct from
data capture. The Proposed Directors believe that, in due course
with some additional investment, the eLight App could be developed
to allow third party electrical contractors the ability to offer
the eLight LaaS solution directly to the SME market.
There are over 25,000 electrical contractors in the UK &
Ireland. The Proposed Directors believe that at least 3,000 fit the
size and profile to be capable of offering an eLight LaaS solution
in their local region. The Proposed Directors are considering a
licence model, and believe that there are c100 geographic (post
code defined) regions being potentially available across the UK
& Ireland. To qualify for an "eLight licence", contractors
would be vetted for their credentials, and following approval, they
would be free to target their "region" with the eLight App and
operating platform to audit, specify technology (at a price below
wholesale) a fully funded LED solution, through a client friendly
service agreement (installed by them on an agreed schedule of
rates).
Customers
While eLight Ireland's current typical clients are SMEs (which
are frequently retail units) with an estimated average contract
size of EUR35,000 in contrast, eLight UK tends to cater for fewer,
larger clients, including schools, retail chains and other
enterprises, with an estimated average contract size of EUR110,000.
The Proposed Directors believe that this provides a good balance
for eLight, with eLight Ireland providing smaller, more consistent
revenue and the eLight UK providing the opportunity for larger
scale contracts.
The Proposed Directors believe that eLight is already one of the
UK and Ireland's leading LaaS providers. The eLight team, whether
as part of eLight or in prior companies, have installed LED systems
for over 800 customers, only one of which (in Ireland) has
defaulted on its payments for which eLight recovered the
equipment.
eLight has broad sector exposure (education, industry, retail,
commercial, aerospace, logistics) and across a variety of complex
environments, from 24/7 operations to historic buildings, and
prides itself on providing minimal levels of disruption when
delivering a LED retrofit transition.
The Proposed Directors believe that eLight has delivered more
LaaS projects by number of customers than any other service
provider in the UK & Ireland.
Current pipeline
The Proposed Directors consider that eLight's existing customer
pipeline represents a compelling opportunity and stood as an
estimate at over EUR30 million as at 8 November 2019. In Ireland,
eLight is winning on average 6 new projects a month and in the UK
it is in the process of installing pilot programmes on behalf of
some particularly large customers with a view to rolling-out such
installations across many hundreds of facilities.
3.6 COMPETITION
The energy efficiency market in all countries is highly
fragmented with many types of service providers including
consultants, equipment vendors and contractors ranging in size from
SMEs to divisions of multi-nationals. The energy efficiency
industry also includes many types of technology including, inter
alia; lighting, Building Management Systems ("BMS") and other
discrete controls systems, Combined Heat and Power ("CHP"), more
efficient boilers, more efficient refrigeration and ventilation
systems, motor controllers, voltage optimisation, and fabric
improvements such as insulation and high-performance windows and
doors. The market is also divided among various types of equipment
vendors and service providers.
In the LaaS arena, the Proposed Directors believe that the two
main sources of competition to eLight are lighting equipment
vendors and electrical contractors. The Proposed Directors are of
the opinion that the former, which includes companies such as
Phillips and Zumtobel, tend to sell their products through
wholesalers and distributors rather than direct to customers when
competing in the part of the market served by eLight. Electrical
contractors, of which there are some 25,000 in the UK with more
than 230,000 electricians, are typically contracted by customers
looking for an equipment upgrade or for a competitive quote when
considering LaaS. These contractors typically source lighting
equipment from wholesalers and distributors, not directly from
OEMs. Electrical contractors are the usual customer alternative to
LaaS.
3.7 STRATEGY
The EEaaS Commercial Proposition
On completion of the Proposals, Alexander Mining plc will change
its name to "eEnergy Group plc" and focus the Enlarged Group's
activities on the provision of EEaaS, providing commercial
customers with immediate energy savings and cost reductions with
zero upfront investment.
The trusted relationships that eLight has established with its
LaaS customers through which they are making demonstrable energy
savings is the foundation for eEnergy's plan to expand into the
additional energy services through the provision of EEaaS.
eEnergy's EEaaS commercial proposition is to use its existing
LaaS customer base to provide industrial and commercial businesses
and the education sector with the ability to further reduce energy
consumption, lower their carbon footprint and upgrade their
facilities through energy saving improvements, without the need to
invest capital. eEnergy expects to remove the energy saving risk
for its customers and provide them with a maintenance-free solution
for the duration of the service contract.
Its EEaaS proposition allows customers to re-purpose their
existing utility spend and unlock net cash-flow savings from their
legacy infrastructure, without the need for capital investment. It
also allows them to upgrade their building infrastructure so that
it can comply with environmental legislation and meet HSE & CSR
goals.
EEaaS with eEnergy also provides a customer with a credible,
easy to understand service agreement that allows them to upgrade
their facility with high-quality LED solutions and other energy
saving initiatives, and so reduce their carbon footprint without
the need for capital expenditure. The eEnergy client agreement is
clearly differentiated and is not a loan, or an asset finance
agreement but a service contract which complies with the most
recent accounting policies.
Growth Strategy
eEnergy's growth strategy is underpinned by three pillars:
1. Continuing the growth in LaaS by scaling its "direct to
customer" commercial strategy, with a particular focus on the
education, commercial and retail sectors. This is being accelerated
by investment in proven new marketing initiatives and further
investment into sales resource;
2. Expansion of the LaaS proposition to the small enterprise
market via a channel partner network by licensing the proprietary
eLight App to enable regional electrical contractors to offer LaaS
to their existing small enterprise customer base. This will provide
third parties with an automated tool that allows them to
efficiently audit a building and create a client proposal with
associated energy and financial savings analysis in real time, with
an approved client friendly service contract; and
3. Broadening eEnergy's range of services within EEaaS by
acquiring and integrating selected providers of energy management
and service solutions which provide complementary services to
existing and new customers.
The eEnergy Group vision is to be able to provide a customer
with a complete one-stop solution for energy efficiency services
and allow the customer to: (i) reduce its energy consumption
through a capital free, EEaaS solution; (ii) switch to the most
efficient green energy supply and outsource the management of that
supply; and (iii) provide a capital free on-site power generation
service by combining Solar and Battery Storage technologies with an
ESaaS (Energy Storage as a Service) solution.
The Proposed Directors believe that the Enlarged Group's
expected long-term stable cashflow characteristics should make it
both suitable for and attractive to debt financing providers while
creating a company of significant value and strategic
importance.
3.8 SUMMARY FINANCIAL INFORMATION
The selected financial information on eLight has been extracted
from the historical financial information.
Statement of Comprehensive Income
Period
from 8
June 2018
to 30 June
2019 EUR'000
Revenue from contracts with customers 4,473
Cost of sales (3,116)
Gross profit 1,357
Operating expenses (2,906)
-------------------------------------------------------------- --------------
Included within operating expenses are:
- Group central costs 571
- Exceptional items 86
Adjusted operating expenses (2,246)
Adjusted earnings before interest, taxation and depreciation
and amortisation (889)
-------------------------------------------------------------- --------------
Earnings before interest, taxation and depreciation
and amortisation (1,549)
Depreciation (22)
Finance costs (4)
Loss before income tax (1,575)
Income tax -
Loss from continuing operations for the year attributable
to
the owners of the company (1,575)
Other comprehensive income
Translation of foreign operations (7)
Total comprehensive loss for the year attributable
to
the owners of the company (1,582)
The period presented above is from incorporation on 8 June 2018
to 30 June 2019 and is the first period of trading for eLight. The
eLight Group effectively started trading from 1 July 2018 following
the acquisition of all of the share capital of what is now eLight
UK and when its wholly owned subsidiary in Ireland, eLight Ireland,
started trading.
The first year has been one of integration and consolidation,
centralising eLight Group finance and procurement, improving
reporting and establishing standardised operating procedures.
The Total Contract Value of orders secured and revenue have
performed in line with initial expectations. During the year, the
gross margin of customer contracts reached 30 per cent. as the
benefits of better procurement through direct relationships with
the OEM equipment providers has started to be seen.
The eLight Group has been set up to deliver on the strategy
described elsewhere within this announcement. As a result, the
eLight Group incurred EUR571,000 of central management costs which
are presented separately from the operating costs of the trading
business. In addition professional fees incurred in the initial
formation of the eLight Group have been classified as exceptional
costs.
The Proposed Directors recognise that while the EEaaS business
model is attractive, individual business streams (such as LaaS) on
their own are currently of insufficient scale to cover the cost of
the executive overhead that has been put in place to execute the
Enlarged Group's larger strategy. So, although the Enlarged Group
generates both profit and cash from each LaaS installation, it may
continue to report losses at the eLight Group level until such time
as the cash generation at the Enlarged Group level exceeds its
Enlarged Group overheads.
3.9 CURRENT TRADING AND PROSPECTS
The unaudited management accounts for eLight for the three
months ended 30 September 2019 show that it is trading ahead of the
equivalent period in the prior year. Revenue of EUR872,000,
represents an increase of 69 per cent. on the corresponding period
last year. The Proposed Directors expect the rate of activity to
increase through the rest of the fiscal year.
Over the period since the year end, the pipeline of qualified
and engaged prospects has grown by over 60 per cent. and now stands
at over EUR30 million of total contract value as the eLight Group
is issuing more proposals than it has ever done. eLight continues
to convert over 30 per cent. of the opportunities it engages
with.
In September 2019, eLight agreed and drew down a EUR1,556,000
loan provided by BPC. This loan was drawn down to repay the secured
overdraft that was provided by AIB, repay sums due to Solutions
from the original purchase of stock and fixed assets at the time of
the formation of the group, invest in technology that is making
operational processes more efficient, increase sales and marketing
capability and to provide additional general working capital.
4. DIRECTORS AND SENIOR MANAGEMENT
The Directors
The Existing Directors are Alan Clegg (Non-Executive Chairman),
Martin Rosser (Chief Executive Officer), James Bunyan
(Non-Executive Deputy Chairman) and Dr Nigel Burton (Non-Executive
Director). On Admission of the Enlarged Share Capital of the
Company to AIM, all of the Existing Directors will resign from the
Board other than Nigel Burton and the rest of the Proposed
Directors will be appointed.
Richard Williams will be appointed as company secretary
effective from and conditional on Admission.
On Admission, the Board shall comprise two Executive Directors
and three Non-Executive Directors. The biographical details of each
of the Directors on Admission are set below:--
David William Nicholl, Non-Executive Chairman (age 50)
David is an internationally experienced and proven technology
leader in Industrial Internet of Things ("IIoT") energy management
and connected lighting, who has led significant international
businesses as President and CEO for Philips Lighting (UK and
Ireland), Rockwell Automation (UK and Ireland) and Schneider
Electric (Sweden and Romania). He is currently Executive Vice
President, Northern Europe, of ABB's Electrification Business
division. David has an MBA and a degree in electronic engineering
and physics.
Harvey Ian Sinclair, Chief Executive Officer (age 48)
Harvey co-founded eLight and is a proven technology
entrepreneur, who has achieved a number of successful exits of
businesses over the last 15 years across a variety of different
sectors; Software, Internet, ecommerce and in the Hospitality
sector. In 2000, Harvey founded The Hot Group Plc (THG), which
listed on AIM in 2002 and which he led on a successful
consolidation of the online recruitment market, through a buy and
build strategy, before leading the sale to Trinity Mirror in 2006.
Harvey was investment director for Scottish Enterprise at Design
LED between 2015 and 2019.
Richard Mark Williams, Chief Financial Officer (age 52)
Richard was an audit and corporate finance partner with Deloitte
from 2002 - 2009 and led their London Capital Markets practice
helping international companies to list on AIM and the Main Market.
He was CFO and then CEO of EQPaymaster, the Pension Administration,
Payroll and software division of Equiniti Group plc, from 2013-2019
and the Deputy Group CFO at Waterlogic, having joined them to list
on AIM, from 2011-2012. Prior to joining Deloitte, Richard had
joined Arthur Andersen after leaving university in 1988, trained as
a chartered accountant and made partner in 1999.
Dr Nigel John Burton, Independent Non-Executive Director (age
61)
Following over 14 years as an investment banker at leading City
institutions including UBS Warburg and Deutsche Bank, including as
the Managing Director responsible for the energy and utilities
industries, Nigel spent 15 years as Chief Financial Officer or
Chief Executive Officer of a number of private and public
companies. In addition to the Company, Nigel is currently a
Non-Executive Director of several AIM listed companies including
Remote Monitored Systems plc, Digitalbox plc and Regency Mines
plc.
Andrew Robin Lawley, Independent Non-Executive Director (age
49)
Andrew is an experienced private equity investor and senior
strategy leader specialising in supporting businesses through
periods of significant scaling, transformation and M&A. Andrew
is a qualified accountant and, after several roles in corporate
finance and corporate recovery with PwC and Grant Thornton,
focussed on private equity as a Managing Director of the RBS
Special Opportunities Fund LLP, an off balance sheet fund. In 2012
Andrew joined Dixons Retail Group plc as Group Strategy Director to
lead strategy and M&A. Andrew played a leading role in the
merger with Carphone Warehouse plc, subsequently becoming
integration director and interim CEO of the services division, as
well as continuing to lead all strategy and M&A work for the
enlarged group.
Senior Management
The biographical details of the senior management of the Group
are set out below:-
Ian McKenna, eLight Ireland Managing Director (age 52)
Ian founded eLight in Ireland in 2009 and developed the "Light
as a Service" concept in Ireland having initially set up businesses
to research & design, manufacture and distribute LED fittings
to the trade. Prior to that he was the Sales Director at FuturTek,
responsible for managing sales and distribution of Phillips
products throughout Ireland. He was a finalist in the EY
Entrepreneur of the Year 2017 awards in Ireland.
Nicole Street, eLight Finance Director (age 32)
With 13 years' experience working in Finance, Nicole specialises
in early stage start up and high growth businesses, helping them
achieve their rapid growth plans whilst ensuring they have the
infrastructure for longevity. She has extensive experience in
raising finance and acquisitions and was pivotal to the journey of
a bringing the hybrid estate agency Emoov to the market. Nicole is
an FCCA.
Employees
The eLight Group's head office is located at 1-3 The Green,
Malahide, County Dublin. As of 31 October 2019, the eLight Group
had 29 full time equivalent staff (comprising 24 employees and 5
contractors), including executive directors.
Therefore, prior to completing the Acquisition, the Company
will, subject to Shareholder approval, dispose of its existing
mineral processing technology interests. The Company is seeking
Shareholder approval for the Disposal under Rule 15 of the AIM
Rules for Companies by way of Resolution 3 in the Notice of General
Meeting. Approval of the Disposal is required under Rule 15 of the
AIM Rules for Companies because it will result in a fundamental
change of business.
The Company has entered into a Disposal Agreement with Qora
Capital Limited ("Qora") whereby Qora will pay, upon receipt of
approval from Shareholders, the sum of GBP150,000 subject to
certain conditions as consideration for the entire issued share
capital of MetaLeach.
While Qora is not deemed to be a Related Party under AIM Rule
13, two of the Existing Directors, Alan Clegg and Martin Rosser,
have been assisting Qora with its assessment of MetaLeach's
technology and may have a role in its further development under new
ownership. Neither Mr Clegg nor Mr Rosser are shareholders or
directors of Qora, but Mr Clegg is a strategic adviser to Qora. In
order to avoid any semblance of a conflict, an independent auction
process for the disposal of MetaLeach was established by and under
the absolute control of the Independent Directors, both of whom are
independent of Qora. A number of expressions of interest were
received and two offers received, with the offer from Qora deemed
by the Independent Directors to be the most advantageous for
Shareholders.
5. PRINCIPAL TERMS AND CONDITIONS OF THE ACQUISITION
On 19 December 2019, the Company entered into the Acquisition
Agreement, pursuant to which it has conditionally agreed to acquire
the entire issued share capital of eLight for an aggregate purchase
price of GBP6.6 million, to be satisfied by the issue of the
Consideration Shares at the Issue Price, credited as fully
paid.
The Acquisition Agreement is conditional upon, inter alia:
-- the passing of the Resolutions at the General Meeting;
-- the Placing Agreement becoming unconditional in all respects; and
-- Admission becoming effective.
6. PRINCIPAL TERMS AND CONDITIONS OF THE DISPOSAL
As mentioned in paragraph 1 above, the Existing Directors have
concluded that it is no longer in Shareholders' interests to
continue to provide financial support for MetaLeach, as although it
has proprietary minerals and metals processing technologies, it has
yet to commercialise these, generate turnover and realise their
full potential, in spite of a number of years of seeking to do
so.
7. SHARE CONSOLIDATION AND SHARE SUB-DIVISION
At close of business on 28 November 2019, the date prior to
which trading in the Company's Existing Ordinary Shares was
suspended, the Company had 369 Shareholders of which 251 had
shareholdings of less than 75,000 Existing Ordinary Shares. In
addition, the Existing Ordinary Shares have historically been
trading at fractions of a penny, and the closing mid price on that
date was 0.0275 pence. At this price, the market value of 75,000
Existing Ordinary Shares is GBP20.63.
The Directors consider that should a Shareholder with 75,000
Existing Ordinary Shares or less choose to sell their shares, the
proceeds may be significantly reduced by the dealing costs of
selling. Therefore the Directors recognise that for small
Shareholders it may be uneconomic for them to dispose of their
Existing Ordinary Shares. The Share Consolidation and the Share
Sub-division will allow small Shareholders to realise value for
their shares free of dealing costs. In addition, the Directors
consider that it is in the best interests of the Company's long
term development as a quoted company to have a smaller number of
shares in issue, so that the Company's ordinary shares are traded
in amounts of at least 1 penny (rather than fractions of a
penny).
The Directors propose that every 75,000 Existing Ordinary Shares
in the issued share capital of the Company at the Record Date be
consolidated into one Consolidated Ordinary Share and then each
Consolidated Ordinary Share be sub-divided into 250 New Ordinary
Shares having the rights and being subject to the same restrictions
(save as to nominal value) as the Existing Ordinary Shares in the
capital of the Company as set out in the New Articles.
In order to effect the Share Consolidation and the Share
Sub-division, it is proposed that the Registrar be issued 69,851
Registrar Shares, being Existing Ordinary Shares, at par value so
that on the Record Date the number of Existing Ordinary Shares in
issue can be consolidated and sub-divided into New Ordinary Shares
without there being any fractional entitlements. In the event that
on the Record Date any Shareholder holds less than 75,000 Existing
Ordinary Shares, the aggregate of such shares shall be sold in the
market in accordance with the New Articles and Resolution 11, for
the benefit of the relevant Shareholders. The proceeds from the
sale of such shareholdings shall be distributed pro rata amongst
the relevant Shareholders save that where a Shareholder is entitled
to an amount which is less than GBP3 it will (in accordance with
the New Articles) not be distributed to such Shareholder but will
be retained by the Company.
Existing share certificates will cease to be valid following the
Share Consolidation and Share Sub-division. New share certificates
in respect of the New Ordinary Shares will be issued by first class
post at the risk of the Shareholder within 10 Business Days of
Admission. A CREST Shareholder will have their CREST account
credited with their New Ordinary Shares following Admission, which
is expected to be 8.00 a.m. on 9 January 2020.
8. CHANGE OF NAME
The Directors propose that the name of the Company be changed to
'eEnergy Group plc' pursuant to Resolution 15. Shareholder approval
is needed in order to effect the Change of Name. Resolution 15 in
the Notice of General Meeting seeks such approval. The Change of
Name will become effective once the Registrar of Companies has
issued a new certificate of incorporation to the Company in
relation to the Change of Name following which the Company's TIDM
will be changed to EAAS.
The Company's website address will also be changed to
www.eenergyplc.com following the passing of Resolution 15 at the
General Meeting.
9. NEW ARTICLES
The current Articles are relatively old and require updating.
The Board has taken the view that the Acquisition presents an
opportunity to bring the Articles up to date. It is therefore
proposed that the Company adopt the New Articles. The New Articles
are available for inspection, as noted in the notes to the Notice
of General Meeting.
10. TAKEOVER CODE & RULE 9 WAIVER
The Takeover Code applies to the Company and governs, inter
alia, transactions which may result in a change of control of a
company to which the Takeover Code applies. Following Admission,
the Takeover Code will continue to apply to the Company.
Rule 9 of the Takeover Code
Under Rule 9 of the Takeover Code, any person who acquires,
whether by a series of transactions over a period of time or not,
an interest (as defined in the Takeover Code) in shares which,
taken together with shares in which he is already interested, or in
which persons acting in concert with him are interested, carry 30
per cent. or more of the voting rights of a company which is
subject to the Takeover Code, is normally required to make a
general offer to all the remaining Shareholders to acquire their
shares.
Similarly, Rule 9 of the Takeover Code also provides that when
any person, together with persons acting in concert with him, is
interested in shares which, in aggregate, carry more than 30 per
cent. of the voting rights of such company, but does not hold
shares carrying 50 per cent. or more of such voting rights, a
general offer will normally be required if any further interest in
shares is acquired by any such person.
An offer under Rule 9 must be in cash and must be at the highest
price paid by the person required to make the offer, or any person
acting in concert with him, for any interest in shares of the
company in question during the 12 months prior to the announcement
of the offer.
Investors should be aware that, under the Takeover Code, if a
person (or group of persons acting in concert) holds shares
carrying more than 50 per cent. of the company's voting rights,
that person (or any person(s) acting in concert with him) will
normally be able to acquire further interests in shares (as defined
in the Takeover Code) without incurring any further obligations
under Rule 9 to make a mandatory offer.
Concert Party
Persons acting in concert include persons who, pursuant to an
agreement or understanding (whether formal or informal), co-operate
to obtain or consolidate control of a company.
Under presumption 9 of the Takeover Code's definition of acting
in concert, shareholders in a private company who sell their shares
in that company in consideration for the issue of new shares in a
company to which the Code applies are deemed to be acting in
concert. Accordingly, the eLight Shareholders are considered to be
acting in concert with each other (other than William Murray and
Kieran Cussen where presumption 9 of the Takeover Code has been
rebutted).
The Concert Party will not be restricted from making an offer
for the Company.
Maximum Controlling Position
Immediately following Admission, the Concert Party will hold, in
aggregate, up to 86,264,528 New Ordinary Shares, representing 65.89
per cent. of the Enlarged Ordinary Share Capital. The Concert
Party's acquisition of New Ordinary Shares would, without a waiver
of the obligations under Rule 9 of the Takeover Code, oblige the
Concert Party to make a general offer to Shareholders under Rule 9
of the Takeover Code.
The following table sets out the Concert Party's shareholdings
in the Enlarged Group on Admission.
% of
Total No of Enlarged
New
No of % of Shares Issued
in
eLight total Enlarged Share
Shares eLight Group Capital
on on
Concert Party Member held Shares Admission Admission(1)
Harvey Sinclair 476,500 23.55% 20,645,428 15.77%
Ian McKenna(2) 476,500 23.55% 20,645,428 15.77%
Stella Murphy(2) 440,000 21.75% 19,063,984 14.56%
David Nicholl 303,000 14.98% 13,128,153 10.03%
Marian Rainey 120,000 5.93% 5,199,268 3.97%
Charles Cryer 40,000 1.98% 1,733,089 1.32%
Nicole Street 24,000 1.19% 1,039,854 0.79%
Wayne Harris 24,000 1.19% 1,039,854 0.79%
Fergal Roche 23,000 1.14% 996,526 0.76%
Diana Baldwin 16,000 0.79% 693,236 0.53%
Aisling McGrath 12,000 0.59% 519,927 0.40%
Caroline Rogers 12,000 0.59% 519,927 0.40%
George Hurley 12,000 0.59% 519,927 0.40%
Ronan Creaney 12,000 0.59% 519,927 0.40%
--------- ------ ---------- ------------
TOTAL 1,991,000 98.41% 86,264,528 65.89%
--------- ------ ---------- ------------
1 Following the issue of the Consideration Shares, the Placing
Shares, the CB Shares and the TP Shares.
2 Held through Confianza Holdings Limited, a nominee
company.
Waiver of Rule 9 of the Takeover Code
The Company has applied to the Panel for a waiver of Rule 9 of
the Takeover Code in order to permit the Acquisition without
triggering an obligation on the part of the Concert Party to make a
general offer to Shareholders. The Panel has agreed, subject to
Independent Shareholders' approval on a poll, to waive the
requirement for the Concert Party to make a general offer to all
Shareholders where such an obligation would arise as a result of
the Acquisition.
In the event that the waiver is granted by the Panel, the
Concert Party will hold in excess of 50 per cent. of the so
enlarged ordinary share capital. As such members of the Concert
Party will, subject to Note 4 on Rule 9.1 of the Takeover Code, be
able to acquire further interests in shares (as defined in the
Takeover Code) without incurring any further obligations under Rule
9 to make a mandatory offer.
Intentions of the Concert Party
Following completion of the Proposals, the Company's mining
processing technology activities will have been sold or transferred
out of the Group and the future business of the Company will become
solely the business of the eLight Group, which will be continued in
the same manner as it is at present. With this in mind, the Concert
Party has confirmed that it supports the strategic plans for the
Enlarged Group set out in paragraph 3.7 above. The Company
currently has no employees, other than Martin Rosser, an Existing
Director, whose employment will terminate on completion of the
Proposals. On completion of the Acquisition, the eLight Group
employees will become employees of the Enlarged Group.
The Concert Party has confirmed that it has no intention to make
any changes with regard to: (i) the future business of the eLight
Group, including its research and development functions; (ii) the
continued employment of the employees and management of the eLight
Group, including any material change in conditions of employment or
in the balance of the skills and functions of the employees and
management; (iii) the strategic plans for the eLight Group; and
their likely repercussions on employment and on the locations of
the eLight Group's places of business, including on the location of
its headquarters and headquarters functions; (iv) employer
contributions into any pension scheme(s), the accrual of benefits
for existing members, or the admission of new members; or (v) the
redeployment of the fixed assets of the eLight Group. The Concert
Party intends to maintain the admission of the Company's New
Ordinary Shares to trading on AIM.
11. REASONS FOR THE PLACING AND USE OF PROCEEDS
The net proceeds of the Placing receivable by the Company are
expected to be approximately GBP1.34 million. The proceeds will be
used to:
-- expand the sales resource of the Company in the UK and Ireland;
-- complete the development of the eLight App that will be
shared with the electrical contractor community;
-- provide some capital to fund an initial tactical acquisition
of assets or a company in the energy management sector that eLight
has identified; and
-- fund general working capital needs associated with an anticipated growth in revenue.
The Directors believe that Admission will assist eLight in its
development by (i) raising its profile in the sector; (ii)
providing investment to expand its LaaS activities; (iii) providing
a currency and some initial capital to enable the Company to
acquire adjacent and complementary energy services companies; and
(iv) providing transparent incentives for existing and future
management and employees.
Pending these uses, the Directors intend to hold the net
proceeds of the Placing in cash deposits.
12. DETAILS OF THE PLACING
Placing
The Placing will raise GBP2 million before expenses through the
issue of 26,666,667 Placing Shares at the Issue Price.
-- Following the issue of the Placing Shares, the Placing Shares
will represent approximately 20.37 per cent. of the Enlarged
Ordinary Share Capital and the Existing Ordinary Shares in the
Company (as consolidated into New Ordinary Shares pursuant to the
Share Consolidation) will represent approximately 11.16 per cent.
of the Enlarged Ordinary Share Capital.
-- Following the issue of the New Shares, the New Shares will
represent approximately 88.84 per cent. of the Enlarged Ordinary
Share Capital.
The Placing Shares will be issued credited as fully paid and
will, when issued, rank pari passu in all respects with the New
Ordinary Shares, including the right to receive all dividends and
other distributions declared paid or made after Admission.
Placing Agreement
Pursuant to the terms of the Placing Agreement, Turner Pope has
conditionally agreed to use its reasonable endeavours, as agent for
the Company, to procure subscribers for the Placing Shares. The
Placing Agreement is conditional upon, inter alia, the Resolutions
being duly passed without amendment at the General Meeting, and
Admission becoming effective by no later than 8.00 a.m. on 9
January 2020 (or such later date as the Company, Cairn and Turner
Pope may agree, being in any event not later than 5.00 p.m. on 12
February 2020).
The Placing Agreement contains warranties from the Company in
favour of Cairn and Turner Pope in relation to, inter alia, the
accuracy of the information in the Admission Document and other
matters relating to the Company and its business. In addition, the
Company has agreed to indemnify Cairn and Turner Pope in relation
to certain liabilities it may incur in respect of the Placing.
Cairn and Turner Pope each has the right to terminate the
Placing Agreement in certain circumstances prior to Admission, in
particular, in the event of a breach of the warranties given to
them in the Placing Agreement, the failure of the Company to comply
with its obligations under the Placing Agreement or an adverse
change affecting, inter alia, the condition, earnings, business or
prospects of the Company, whether or not foreseeable at the date of
the Placing Agreement.
Application will be made for admission of the Enlarged Share
Capital to trading on AIM. The New Shares will be issued credited
as fully paid and will rank pari passu with the New Ordinary
Shares, including the right to receive all dividends and other
distributions declared, made or paid after Admission.
13. ADMISSION, SETTLEMENT, TRADING AND CREST
General
Subject to the result of the General Meeting, application will
be made to the London Stock Exchange for the Enlarged Ordinary
Share Capital to be admitted to trading on AIM. It is expected that
Admission will become effective and dealings in the Enlarged
Ordinary Share Capital will commence at 8.00 a.m. on or around 9
January 2020. No application has been or will be made for any
warrants or options to be admitted to trading on AIM.
CREST
CREST is a computerised share transfer and settlement system.
The CREST system allows shares and other securities to be held in
electronic form rather than paper form. The New Articles permit the
holding of New Ordinary Shares in uncertificated form in accordance
with the CREST Regulations. CREST is a voluntary system and
Shareholders who wish to do so can continue dealing based on share
certificates.
The New Ordinary Shares will be admitted to CREST and enabled
for settlement in CREST. Accordingly, settlement of transactions in
Ordinary Shares following Admission may take place within the CREST
system if any individual Shareholder so wishes provided such person
is a "system member" (as defined in the CREST Regulations) in
relation to CREST.
For more information concerning CREST, Shareholders should
contact their independent financial adviser.
14. LOCK-IN AND ORDERLY MARKET AGREEMENTS
The Locked-in Persons have undertaken to the Company, Turner
Pope and Cairn that they will not dispose of any interest they hold
in New Ordinary Shares for a period of 12 months following
Admission.
The Locked-in Persons have further undertaken that, for a
further period of 12 months thereafter, they will not make any
disposal:
(i) without giving five Business Day's prior written notice to
Cairn and the Company's Broker; and
(ii) if so requested by Company's Broker and/or Cairn, the
disposal must be effected through the Company's Broker and in such
manner as the Company's Broker may reasonably require with a view
to the maintenance of an orderly market in the New Ordinary
Shares.
15. DIVID POLICY
The objective of the Directors is to achieve capital growth for
Shareholders through the continued expansion of its energy services
activities and the growth of revenue and profits generated from its
customer base. Consequently, they do not anticipate that the
Company will pay dividends to Shareholders in the short to medium
term.
As the Company's strategy is for the creation of a sustainable
contracted customer, the Directors will keep this position under
review and would intend, at an appropriate stage in the future, to
pay a proportion of profits in each year to Shareholders by way of
dividend.
16. SHARE OPTIONS AND ADVISER WARRANTS
Option Scheme
The Company has made awards under the Current Share Plans to
employees of the Group. Following Admission, no further awards will
be made under the Current Share Plans.
It is the Company's intention to establish the New Share Plans
for current and future employees of the Group. In line with the
Company's growth strategy, MIP Awards made under the New Share
Plans will be linked to the value created for investors over a
performance period of at least three years.
During the performance period of the MIP Awards, not more than
15 per cent. of the issued ordinary share capital of the Company
may be issued or be issuable under the New Share Plans. Once the
MIP Awards performance period has elapsed that dilution limit shall
be reduced to 10 per cent.
Existing Options and Warrants
On 16 August 2019, the Company issued warrants to Turner Pope,
which, on Admission, will entitle Turner Pope to subscribe for
475,000 New Ordinary Shares at a price of 7.5 pence per New
Ordinary Share, and which expire on 9 August 2021.
On 22 November 2017, the Company issued warrants to Turner Pope
which, on Admission, will entitle Turner Pope to subscribe for
133,333 New Ordinary Shares at a price of 45 pence per New Ordinary
Share, and which expires on 22 November 2020.
In addition, on Admission there will be a further 514,000
Existing Options outstanding, which entitle the holder to acquire
New Ordinary Shares in the Company at exercise prices of between 45
pence and 1476 pence per New Ordinary Share, and which are due to
expire between 22 December 2020 and 28 July 2026.
Adviser Warrants
On Admission, the Company has agreed to issue warrants (i) to
Turner Pope to subscribe for 1,600,000 New Ordinary Shares
(equating to 6 per cent. of the Placing Shares) (ii) to Cameron
Barney to subscribe for 266,667 New Ordinary Shares (equating to 1
per cent. of the Placing Shares) and (iii) to Cairn to subscribe
for 1,309,262 New Ordinary Shares (equating to 1 per cent. of the
Enlarged Ordinary Share Capital), all exercisable at the Placing
Price. The warrants issued to Cairn are exercisable at any time
following the first anniversary of Admission up to the fifth
anniversary of Admission and the warrants issued to Turner Pope are
exercisable at any time until the third anniversary of Admission,
after which time they will lapse. The warrants issued to Cameron
Barney are exercisable at any time following the first anniversary
of Admission up to the fifth anniversary of Admission, after which
time they will lapse.
17. CORPORATE GOVERNANCE AND INTERNAL CONTROLS
The Directors recognise the importance of sound corporate
governance and, following Admission, have undertaken to take
account of the requirements of the QCA Guidelines to the extent
that they consider it appropriate having regard to the Company's
size, board structure, stage of development and resources.
18. SHARE DEALING CODE
The Company has in place a share dealing code for the Existing
Directors which is appropriate for a company whose shares are
admitted to trading on AIM and subject to the Market Abuse
Regulations. Following Admission of the Enlarged Ordinary Share
Capital, the Company will continue to implement its share dealing
code and take all reasonable steps to ensure compliance by the
Directors, related parties and any relevant employees.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Announcement of the Proposals 7.00 a.m. on 20 December
2019
Publication and despatch of the Admission 20 December 2019
Document (including the Notice of General
Meeting and Forms of Proxy)
Latest time and date for receipt of 11.00 a.m. on 6 January
Forms of Proxy and electronic proxy 2020
instructions via the CREST system and
shareholder web portal
General Meeting 11.00 a.m. on 8 January
2020
Record Date for the Share Consolidation 6.00 p.m. on 8 January
2020
Existing Ordinary Shares disabled in 7.00 a.m. on 9 January
CREST and share register closed 2020
Completion of the Proposals 8.00 a.m. on 9 January
2020
Issue of New Shares, Admission effective 8.00 a.m. on 9 January
and dealings in the New Ordinary Shares 2020
commence
Expected date for CREST accounts to as soon as practicable
be credited on 9 January 2020
Despatch of definitive share certificates, 23 January 2020
where applicable, by
The above dates are indicative only and are subject to change at
the absolute discretion of the Company and Cairn.
All references to time in this announcement are to London time
unless otherwise stated
DEFINITIONS
pressions shall have the following meanings in this
announcement, unless the context otherwise requires:
"Admission" or "Proposed Admission" the re-admission of the Enlarged
Ordinary Share Capital to trading
on AIM becoming effective in
accordance with the AIM Rules
for Companies;
"Adviser Warrants" warrants to subscribe for New
Ordinary Shares;
"Act" the UK Companies Act 2006, as
amended;
"Acquisition" the proposed acquisition by
the Company of the entire issued
share capital of eLight pursuant
to the terms of the Acquisition
Agreement;
"Acquisition Agreement" the conditional acquisition
agreement dated 19 December
2019 between (1) the Company,
(2) the eLight Shareholders
and (3) the eLight Warrantors
in relation to the sale and
purchase of the entire issued
ordinary share capital of eLight;
"AIM" the market of that name operated
by the London Stock Exchange;
"AIM Rules" the AIM Rules for Companies
and, where the context requires,
the AIM Rules for Nominated
Advisers;
"AIM Rules for Companies" the rules which set out the
obligations and responsibilities
in relation to companies whose
shares are admitted to AIM as
published and amended by the
London Stock Exchange from time
to time;
"AIM Rules for Nominated Advisers" the rules which set out the
eligibility, obligations and
certain disciplinary matters
in relation to nominated advisers
as published and amended by
the London Stock Exchange from
time to time;
"Articles" the existing articles of association
of the Company for the time
being;
"Audit & Risk Committee" the audit and risk committee
of the Board;
"Board" the Existing Directors and Proposed
Directors of the Company;
"BPC" Beach Point Capital Ireland
Lending DAC;
"Business Day" any day which is not a Saturday,
Sunday or a public holiday in
the UK or the Republic of Ireland;
"Cameron Barney" Cameron Barney LLP, financial
adviser to eLight;
"Cairn" Cairn Financial Advisers LLP,
the Company's nominated adviser;
"CB Shares" 1,333,333 New Ordinary Shares
to be issued at the Issue Price,
credited as fully paid, in lieu
of fees to Cameron Barney;
"Change of Name" the change of name of the Company
proposed in Resolution 15 of
the Notice of General Meeting,
further details of which are
set out in paragraph 8 above;
"City Code" the City Code on Takeovers and
Mergers;
"Company" Alexander Mining plc, a company
incorporated and registered
in England and Wales with registered
number 5357433;
"Concert Party" eLight Shareholders, other than
William Murray and Kieran Cussen,
who are all considered to be
acting in concert with each
other under the Takeover Code;
"Consideration Shares" 87,651,000 New Ordinary Shares
to be issued to the eLight Shareholders,
pursuant to the terms of the
Acquisition Agreement;
"Consolidated Ordinary Shares" the ordinary shares of 75 pence
each in the Company following
the Share Consolidation;
"CREST" the computerised settlement
system to facilitate the transfer
of title of shares in uncertificated
form operated by Euroclear;
"CREST Regulations" the Uncertificated Securities
Regulations 2001 (SI 2001 No.
3755), as amended;
"Current Share Plans" the 'Alexander Gold Group Executive
Share Option Plan' adopted on
22 December 2010 and the 'Alexander
Share Option Plan' adopted on
28 July 2016;
"Dealing Day" any day on which the London
Stock Exchange is open for the
transaction of business;
"Deferred Shares" deferred shares of 0.001 pence
each in the capital of the Company;
"Directors" the Existing Directors and Proposed
Directors;
"Disclosure Guidance and Transparency
Rules" UKLA under Part VI of FSMA,
as amended, and contained in
the UKLA publication of the
same name;
"Disposal" the disposal of the Company's
mineral processing technology
activities comprising the MetaLeach
Assets;
"Disposal Agreement" the agreement between (1) the
Company and (2) Qora Capital
Limited which effect the Disposal;
"Admission Document" the document comprising an AIM
admission document for the purposes
of Rule 3 of AIM Rules and a
notice of general meeting to
be sent to shareholders of the
Company and dated 20 December
2019;
"EEA" the European Economic Area;
"eLight" eLight Group Holdings Limited,
a company incorporated and registered
in Ireland with registered number
628020;
"eLight App" the mobile front end application
to the Automated Audit, Specification
and Quotation Engine that will
be developed to enable its use
by third party contractors rather
than just eLight's expert technical
staff;
"eLight Group" eLight and its subsidiaries,
comprising eLight Ireland and
eLight UK;
"eLight Ireland" E-Light Ireland Limited, a company
incorporated and registered
in Ireland with registered number
628149;
"eLight Shares" the entire issued share capital
of eLight comprising the:
(a) 1,120,000 A ordinary shares;
(b) 823,000 B ordinary shares;
and
(c) 80,000 C ordinary shares,
in each case, of EUR0.01 each
in the capital of eLight;
"eLight Shareholders" holders of the eLight Shares;
"eLight UK" eLight U.K Limited, a company
incorporated and registered
in England and Wales with registered
number 11211759;
"eLight Warrantors" Ian McKenna, Harvey Sinclair,
David Nicholl and Richard Williams;
"Energy Works" Energy Works Investments PLC
and Energy Works Advisory Limited;
"Enlarged Group" the Company and its subsidiaries
following completion of the
Acquisition and the Disposal;
"Enlarged Ordinary Share Capital" the number of New Ordinary Shares
of the Company upon Admission,
comprising the Existing Ordinary
Share Capital (as consolidated
pursuant to the Share Consolidation),
and the New Shares;
"EU" the European Union;
"EUR" or "EUR" Euro, the lawful currency of
19 member states of the EU;
"Euroclear" Euroclear UK & Ireland Limited;
"Executive Directors" from Admission, Harvey Ian Sinclair
and Richard Mark Williams;
"Existing Directors" Alan Clegg, Martin Rosser, James
Bunyan and Nigel Burton;
"Existing Ordinary Shares" the 4,382,480,149 ordinary shares
of 0.001 pence each in the Company
in issue as at the date of this
announcement;
"Existing Ordinary Share Capital" the aggregate number of Existing
Ordinary Shares in issue at
the date of this announcement,
comprising 4,382,480,149 Existing
Ordinary Shares prior to the
Share Consolidation and the
issue of the Registrar Shares
and the Share Sub-division;
"Existing Options and Warrants" the existing options and warrants
previously issued to the Existing
Directors, Turner Pope and former
directors and employees of the
Company;
"FCA" the United Kingdom Financial
Conduct Authority;
"Form of Proxy" the form of proxy for use by
holders of Existing Ordinary
Shares in connection with the
General Meeting;
"FSMA" the Financial Services and Markets
Act 2000 of the United Kingdom,
as amended;
"GBP", "GBP", "sterling" and "pence" pounds sterling, the lawful
currency of the United Kingdom;
"General Meeting" the general meeting of the Company
called in accordance with the
Company's Articles and convened
for 11 a.m. on 8 January 2020
or any adjournment thereof;
"Group" the Company and its subsidiaries
from time to time;
"HMRC" Her Majesty's Revenue & Customs;
"IFRS" International Financial Reporting
Standards as adopted by the
European Union;
"Independent Directors" Dr Nigel Burton and James Bunyan;
"Independent Shareholders" the holders of Existing Ordinary
Shares other than any person
who is a member of the Concert
Party or participating in the
Placing;
"IPR" intellectual property rights;
"ISIN" international security identification
number;
"Issue Price" 7.5 pence, being the price at
which the New Shares are to
be issued;
"Lock-in Agreements" the lock-in agreements entered
into by the Locked-in Persons,
described in paragraph 14;
"Locked-in Persons" Harvey Sinclair, David Nicholl,
Nigel Burton, Ian McKenna, Stella
Murphy, Nicole Street and Wayne
Harris;
"London Stock Exchange" London Stock Exchange plc;
"Management Incentive Plan" or awards linked to the growth
"MIP" in value of the Company, which
may be granted in the form of
Share Options and/or Growth
Share Awards;
"MIP Awards" the awards to be issued by the
Company under the New Share
Plans;
"Market Abuse Regulations" the Market Abuse Regulation
(Regulation 596/2014);
"MetaLeach" MetaLeach Limited, a company
incorporated in the British
Virgin Islands;
"MetaLeach Assets" all assets owned by the Company
relating to MetaLeach including,
without limitation, the entire
issued share capital of MetaLeach,
all commercial contacts, all
licence and royalty agreements
and all intellectual property
used by MetaLeach in its business,
in each case, to be disposed
of by the Company pursuant to
the terms of the Disposal Agreement;
"MPL" eLight Projects Limited, a company
incorporated and registered
in Ireland with registered number
578542;
"MPL Subcontract Agreement" the agreement through which
eLight Ireland is engaged to
provide LaaS services to MPL;
"New Articles" the new articles of association
to be adopted by the Company;
"New Ordinary Shares" ordinary shares of 0.3 pence
each in the capital of the Company
following the Share Consolidation
and the Share Sub-division;
"New Shares" the Consideration Shares, the
Placing Shares, the CB Shares
and the TP Shares;
"New Share Plans" the new share incentive plans
to be adopted by the Company
following Admission;
"Nomination Committee" the nomination committee of
the Board or a duly appointed
sub-committee of it authorised
to act on its behalf;
"Notice of General Meeting" the notice of the General Meeting;
"Panel" the UK Panel on Takeovers and
Mergers;
"Placees" investors to whom Placing Shares
are issued pursuant to the Placing;
"Placing" the conditional placing by the
Broker on behalf of the Company
of the Placing Shares at the
Issue Price pursuant to the
Placing Agreement;
"Placing Agreement" the conditional agreement dated
19 December 2019 between the
Company, the Broker, Cairn and
the Directors relating to the
Placing;
"Placing Shares" 26,666,667 New Ordinary Shares
to be issued to the Placees
pursuant to the Placing;
"Proposals" Together, the Acquisition, the
Placing, the Disposal, the Share
Consolidation, the Change of
Name, the Whitewash Resolution,
the adoption of the New Articles,
the allotment of the CB Shares
and the TP Shares and Admission;
"Proposed Directors" David Nicholl, Harvey Sinclair,
Richard Williams, Andrew Lawley
and Nigel Burton;
"QCA Guidelines" the corporate governance code
for Small and Mid-Size Quoted
Companies published by the Quoted
Companies Alliance from time
to time;
"Record Date" the record date for the Share
Consolidation and the Share
Sub-division, being 6.00 p.m.
on 7 January 2020;
"Register" the register of members of the
Company;
"Remuneration Committee" the remuneration committee of
the Board or a duly appointed
sub-committee of it authorised
to act on its behalf;
"Registrar" Link Asset Services, registrar
to the Company;
"Registrar Shares" the 69,851 Existing Ordinary
Shares to be issued for the
purposes of the Share Consolidation;
"Resolutions" the Resolutions to be proposed
at the General Meeting;
"Securities Act" the United States Securities
Act of 1993, as amended;
"Share Consolidation" the proposed consolidation of
every 75,000 Existing Ordinary
Shares into 1 Consolidated Ordinary
Share;
"Share Sub-division" the proposed sub-division of
each Consolidated Ordinary Share
into 250 New Ordinary Shares;
"Shareholders" the holders of Existing Ordinary
Shares or New Ordinary Shares,
each individually being a "Shareholder";
"Significant Shareholder" any person holding 3 per cent.
or more of the Company's issued
share capital from time to time;
"Solutions" or "eLight Solutions" E-Light Solutions DAC, a company
incorporated and registered
in Ireland with registered number
475816. Solutions is not part
of the eLight Group;
"Takeover Code" the City Code on Takeovers and
Mergers;
"TIDM" tradable instrument display
mnemonic;
"Turner Pope" or "Broker" Turner Pope Investments (TPI)
Ltd, the Company's broker;
"TP Shares" 666,667 New Ordinary Shares
to be issued at the Issue Price,
credited as fully paid, in lieu
of fees to Turner Pope;
"UK" or "United Kingdom" the United Kingdom of Great
Britain and Northern Ireland;
"UKLA" the United Kingdom Listing Authority,
being the FCA acting in its
capacity as the competent authority
for the purposes of Part VI
of FSMA;
"Uncertificated" or "in Uncertificated a share or other security recorded
Form" on the relevant register of
the relevant company concerned
as being held in uncertificated
form in CREST and title to which,
by virtue of the CREST Regulations,
may be transferred by means
of CREST;
"USD" or "$" US dollars, the lawful currency
of the United States;
"Value Creation Awards" awards entitling participants
to a share in the growth in
value of the Company above a
threshold;
"VAT" Value Added Tax;
"Waiver" the waiver which has been granted
by the Panel, conditional upon
the approval by Independent
Shareholders of the Whitewash
Resolution on a poll, of the
obligations to make a mandatory
offer for the entire issued
share capital of the Company
not already held by the Concert
Party which might otherwise
be imposed on the Concert Party
under Rule 9 of the Takeover
Code, as a result of, inter
alia, the issue of the Consideration
Shares to members of the Concert
Party pursuant to the Proposals;
and
"Whitewash Resolution" Resolution 1 in the Notice of
General Meeting being an ordinary
resolution voted on of Independent
Shareholders (on a poll) to
approve the Waiver.
GLOSSARY OF TECHNICAL TERMS
The following table provides an explanation of certain technical
terms and abbreviations used in this announcement. The terms and
their assigned meanings may not correspond to standard industry
meanings or usage of these terms.
"BMS" Building Management Systems;
"BSI" British Standards Institute;
"Capex" Capital Expenditure;
"CHP" Combined Heat and Power;
"CRM" Customer relationship management
system;
"CSR" Corporate Social Responsibility;
"EE" Energy Efficiency;
"EEaaS" Energy Efficiency as a Service;
"EPC" Energy Performance Certificate;
"HSE" Health and Safety Executive;
"IoT" Internet of Things;
"LaaS" Lighting-as-a-Service;
"MEES" Minimum Energy Efficiency Standards;
"OEMs" Original Equipment Manufacturers
(1) Source: Roland Berger, Energy Efficiency Services: A key
market in the European industrial landscape (2019)
(2) Source: Navigant Research, Lighting as a Service (2017)
(3) Source: Roland Berger, Energy Efficiency Services: A key
market in the European industrial landscape (2019)
(4) Source: Building and Environment Journal - Estimation of
lighting energy savings from daylighting
(5) Source: Roland Berger, Energy Efficiency Services: A key
market in the European industrial landscape (2019)
(6) Source: Navigant Research, Lighting as a Service (2017)
(7) Source: Roland Berger, Energy Efficiency Services: A key
market in the European industrial landscape (2019)
(8) Source: European Commission, An EU Strategy on Heating and
Cooling (2016)
(9) Source: European Commission, Financing energy efficiency
(10) Source: Rocky Mountain Institute, Lumens as a Service
(2017)
(11) Source:
http://www.businesselectricityprices.org.uk/europe/
(12) Source:
https://www.inenco.com/insight/blog/non-commodity-cost-changes-business-impact/
(13) Article from www.cibse.org, 'CTT2 CIBSE Top Tips 2:
Lighting in Buildings' (2019)
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
ACQURSRRKRAUURA
(END) Dow Jones Newswires
December 20, 2019 02:00 ET (07:00 GMT)
Eenergy (LSE:EAAS)
Historical Stock Chart
From Apr 2024 to May 2024
Eenergy (LSE:EAAS)
Historical Stock Chart
From May 2023 to May 2024