TIDMEQT
RNS Number : 6523T
EQTEC PLC
05 July 2018
Prior to publication, the information contained within this
announcement was deemed by the Company to constitute inside
information as stipulated under the Market Abuse Regulations (EU)
No. 596/2014. With the publication of this announcement, this
information is now considered to be in the public domain.
5 July 2018
EQTEC plc
("EQTEC" or the "Company")
Equity Subscription and New Debt Facility
EQTEC plc (AIM: EQT), the technology solution company for waste
gasification to energy projects, announces that it has entered into
arrangements in respect of the provision of new loan facilities for
up to US$3.2 million (approximately GBP2.4 million), an equity
investment of GBP1.15 million and the capitalisation of interest
payments due to existing lenders, together with the final
redemption of the convertible loan entered into in February
2018.
Summary
-- New secured loan facility of up to US$3.2 million to be
provided by Cuart Investments Fund and associates (the "Lenders"),
a consortium put together by Origen Capital LLP.
-- Loan facility to be drawn down in two equal instalments,
subject to satisfaction of certain conditions precedent.
-- The first instalment of the loan facility (net amount of
approximately US$1.48 million) will be used primarily to redeem in
full the amount outstanding under the convertible loan facility
entered into by the Company on 28 February 2018. As at the date of
this announcement, the redemption amount is GBP1.155 million.
-- Origen Capital LLP ("Origen") has invested GBP1.15 million in
consideration for the issue of 191,666,667 new ordinary shares of
EUR0.001 each in the Company ("Ordinary Shares") at a price of 0.6
pence per share (the "Issue Price").
-- Altair Group Investments Limited ("Altair") and Ecofinance
(GLI) Limited ("Ecofinance") have agreed to capitalise interest
payments of an aggregate of GBP693,168 pursuant to existing debt
facilities by the issue of an aggregate of 115,528,000 Ordinary
Shares at the Issue Price.
-- The Lenders are to be granted with warrants over Ordinary
Shares on drawdown of the initial instalment of the loan facility
with the value of the warrants and exercise price determined by the
prevailing share price.
-- Origen, Altair and Ecofinance will be granted with warrants
to subscribe for an aggregate of 153,597,333 Ordinary Shares
exercisable at a price of 0.75 pence.
Ian Pearson, Chairman of EQTEC plc, said: "We are delighted to
have the new investment into the Company and most importantly, the
completion of the redemption of the outstanding amount of the
previous loan facility. We welcome our new shareholders and thank
the support of our current ones through what has been a challenging
period."
Luis Sanchez, CEO of EQTEC plc, said: "As stated previously, the
pipeline of projects is increasing in size and quality, we are
making good progress and expect to sign contracts on two projects
and subsequently start design and construction of at least one
waste-to-energy gasification facility in the UK as well as another
project overseas. In addition, we have several other longer-term
projects at various levels of advancement, all of which gives the
Board confidence going forward."
Loan facility
The Company has entered into a loan agreement with the Lenders
(the "Loan Agreement") for the provision of a secured loan facility
of up to US$3.2 million (approximately GBP2.4 million) (the "Loan
Facility") with the Lenders. The Loan Facility may be drawn down in
two equal instalments with the first instalment of US$1.6 million
being advanced upon satisfaction of certain conditions,
including:
-- the provider of the convertible loan announced on the 28(th)
February 2018 confirming the ability to redeem the outstanding
amount of such loan out of the proceeds of the Loan Facility;
-- the Company entering into and drawing down under arrangements
with Origen, Altair and Ecofinance as described below; and
-- the Company having granted warrants to the Lenders over
Ordinary Shares valued at US$1.28 million at an exercise price of
125% of the average of the daily Volume Weighted Average Prices
("VWAPs") for each of the five trading days preceding the drawdown
of the initial instalment of the Loan Facility.
The Company is required to satisfy certain conditions subsequent
within 21 days following the date of advance of the initial
instalment of the Loan Facility (or such later date as may be
agreed between the Company and the Lenders). These conditions
relate to the implementation of changes to the composition of the
Board of Directors of the Company and the formulation and approval
of a growth optimisation plan. A failure by the Company to satisfy
these conditions subsequent by the relevant date could create an
event of default under the Loan Agreement, unless waived by the
Lenders.
The Company can also elect to redeem at any time the outstanding
amount of an advance at a price equal to 105% of the principal
amount together with all accrued and unpaid interest, subject to
giving the Lenders four business days' notice.
A further US$1.6 million of the Loan Facility may be drawn down
in approximately six months' time subject to the agreement in
writing of the Company and the Lenders and upon the satisfaction of
certain agreed milestones.
The Company shall pay interest on any instalments of the Loan
Facility at the rate of 10 % per annum. Each instalment of the Loan
Facility will have a maturity date of 12 months from the date of
advance (the "Advance Date"). No repayments of the Loan Facility
will be made by the Company in the first three months following the
Advance Date, following which repayments shall be made as follows:
(i) US$67,500 shall be paid at the end of the fourth month
following the Advance Date; (ii) 70% of the principal and interest
shall be repaid over the following seven months; and (iii) the
balance paid on the maturity date.
The Company's obligations under the Loan Agreement are subject
to the existing security granted by the Company and its
subsidiaries in favour of Altair and Ecofinance.
The Company will receive net approximately US$1.3 million after
expenses from the first instalment.
The Company will use the proceeds of the first instalment of the
Loan Facility to redeem the amount outstanding under the
convertible loan facility entered into by the Company on 28
February 2018. As at the date of this announcement, the redemption
amount is GBP1.155 million.
Equity subscription
The Company has also agreed with Origen to raise GBP1.15 million
via an equity subscription (the "Subscription"). The subscription
is structured on the basis that Origen advances an unsecured loan
to the Company which automatically converts into 191,666,667
Ordinary Shares at 0.6 pence per share. The issue of such Ordinary
Shares will occur on the earlier of (i) 31 July 2018, (ii) the date
of completion of an acquisition and (iii) the date on which the
Company's majority shareholder, EBIOSS Energy SE, completes a
further equity investment in the Company (the "Conversion Date").
The Subscription has been structured in this way in order to
facilitate ongoing conversations with the Company's majority
shareholder EBIOSS Energy SE regarding further investment.
On the Conversion Date, Origen will be granted with warrants to
subscribe for 95,833,333 Ordinary Shares at an exercise price of
0.75p per share, exercisable for two years from the date of
grant.
Capitalisation of interest
The Company has also entered into arrangements with Altair and
Ecofinance to capitalise interest payments due to them under
existing debt facilities. The Company and Altair have agreed that
GBP600,000 of interest payable to Altair pursuant to the
convertible loan note instrument dated 14 July 2015 (as amended)
for the period of 1 July 2017 to 30 June 2019 may be satisfied by
the issue of 100,000,000 Ordinary Shares at 0.6 pence per share.
Further, Ecofinance has agreed with the Company that interest of
GBP93,168 payable under the secured loan agreement dated 14 July
2015 (as amended) may be satisfied by the issue of 15,528,000
Ordinary Shares at 0.6 pence per share. These arrangements have
also been structured as unsecured loans on the same terms as Origen
with automatic conversions on the Conversion Date.
On the Conversion Date, Altair and Ecofinance will be granted
with warrants over 50,000,000 Ordinary Shares and 7,764,000
Ordinary Shares respectively with an exercise price of 0.75 pence
per share exercisable for two years from the date of grant.
Orderly market agreement
Each of Origen, Altair, and Ecofinance have entered into an
orderly market agreement with the Company under which they have
agreed to certain restrictions on the disposal of any Ordinary
Shares issued to them under the above mentioned arrangements
depending on the trading volumes of the Ordinary Shares on any
given trading day. Such restrictions apply for a period of four
months following the Conversion Date.
Enquiries
+353 (0)21 2409
EQTEC plc 056
Luis Sanchez - Chief Executive Officer
Gerry Madden - Finance Director
Northland Capital Partners Limited - Nomad +44 (0)20 3861
and Joint Broker 6625
Tom Price / Dugald J. Carlean
+44 (0)20 3005
VSA Capital Limited - Joint Broker 5000
Andrew Monk / Andrew Raca
+44 (0)20 7618
Luther Pendragon - Financial PR 9100
Harry Chathli / Alexis Gore / Ana Ribeiro
, 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
MSCRIMRTMBIMBPP
(END) Dow Jones Newswires
July 05, 2018 02:00 ET (06:00 GMT)
Eqtec (LSE:EQT)
Historical Stock Chart
From Apr 2024 to May 2024
Eqtec (LSE:EQT)
Historical Stock Chart
From May 2023 to May 2024