TIDMEQT
RNS Number : 9628T
EQTEC PLC
20 November 2023
This Announcement contains inside information for the purposes
of the UK version of the market abuse regulation (EU No . 596/2014)
as it forms part of United Kingdom domestic law by virtue of the
European Union (Withdrawal) Act 2018 ("UK MAR"). Upon the
publication of this Announcement, this inside information is now
considered to be in the public domain and such persons shall
therefore cease to be in possession of inside information .
20 November 2023
EQTEC plc
("EQTEC", the "Company" or the "Group")
Proposed restructuring of existing debt facilities and entry
into new facilities for additional funding of up to GBP3 ,000,000,
with reductions in operating expenditure
Gardanne Project update
Proposed share consolidation
Director resignation
Director remuneration update
Broker appointment
EQTEC plc (AIM: EQT), a global technology innovator powering
distributed, decarbonised, new energy infrastructure through its
waste-to-value solutions for hydrogen, biofuels, and energy
generation, is pleased to announce a proposed financial
restructuring, in collaboration with its existing funders and
certain key shareholders, to enable the Company to transition to
revenue-led growth and regain momentum with execution of its
business strategy.
The proposed restructuring includes refinance or repayment of
existing debt facilities with various lenders, supported by
wholesale review and reduction of the Company's operational
expenditure. Supported by existing lenders, the Company will redeem
existing debt facilities with Altair Group Investment Limited
("Altair"), refinance outstanding debt with YA II PN Ltd and
Riverfort Global Opportunities PCC Limited (the "YA-RF Lenders")
and settle an amount due to Pitcole Limited ("Pitcole"), a
shareholder in EQTEC Italia MDC Srl ("Italia MDC") (the YA-RF
Lenders, Pitcole and Altair together being the "Refinance
Investors").
In alignment with the new funding, the Company has undertaken
and will continue to pursue reduction of its operating expenditure.
Although the Company regularly reviews and targets cost reduction,
it has over the past six months taken additional steps to reduce
the use of third-party services and advisors, reduce director and
staff costs and maximise the application of costs to projects with
secure revenue and protected margins. As part of these reductions,
the Company will reduce or defer its total remuneration payable to
directors and staff in the near term, over and above the reductions
to director remuneration previously announced. In total, the
Company is advancing operating cost reduction measures to save the
Company, together with measures already implemented, in excess of
GBP1.5 million per year, from the beginning of 2023, until revenues
and cash flow are sufficient to support a return to growth and
accommodation of a larger portfolio of projects.
In addition, the Company is taking firm steps to recover
accounts receivable, including legal action where necessary. The
Company is pursuing a number of outstanding monies payable to the
Company amounting to approximately GBP5 million, including GBP3.95
million being claimed from Logik Developments as announced on 20
September 2023.
Overview of new financing and settlement of existing
agreements
The Refinance Investors are providing up to a total of GBP3.0
million in new financing for the Company, with an initial,
aggregate advance of GBP950,000 being provided immediately (the
"New Syndicated Facility") .
The GBP3.5 million existing debt facility with Altair announced
on 9 December 2022 (the "Altair Facility"), which has an
outstanding balance of GBP900,000, will be redeemed through the
issue of EQTEC shares to the value, as calculated below, of
GBP1,125,000, which is 125% of the aforementioned outstanding
balance .
EQTEC Holdings Limited ("EQTEC Holdings"), a wholly owned
subsidiary of the Company, has agreed to purchase all of Pitcole's
participation in Italia MDC, for a total payment of EUR736,765. The
Company has agreed with Pitcole, which has been a shareholder in
the Company since 2020, to settle EQTEC Holding's payment
obligation to Pitcole of EUR736,765 through a payment in EQTEC
shares to the value of GBP800,000, as calculated below, which is
125% of the aforementioned amount due to Pitcole. As a result of
this transaction, once concluded, the Company's share of ownership
in Italia MDC will increase from 38.3%, as announced on 6 November
2023, to 49.0%.
It has been conditionally agreed that the GBP10 million debt
facility with the YA-RF Lenders announced on 29 March 2022 (the
"YA-RF Facility"), which has an outstanding balance of c. GBP4.5
million, will be cancelled and replaced with a new GBP10 million
secured loan facility (the "YA-RF Secured Facility"). The initial
advance under the YA-RF Secured Facility will have a six-month
repayment holiday, following which it will be repaid in 24 monthly
instalments.
Gardanne project update
Further to the Company's announcement on 26 September 2023 that
it had, with partners, successfully completed a technical and
commercial feasibility toward deployment of EQTEC solutions at the
site of the former Gardanne power station, toward what is expected
to be a waste-to-renewable natural gas ("RNG") facility enabled by
EQTEC's advanced syngas technology, the Company announces that it
expects pre-FEED work worth c. EUR186,000 to commence immediately
and complete in early Q1 2024, to be followed soon thereafter by
FEED work estimated to be worth c. EUR900,000, which would be
delivered through partnership between EQTEC and Wood for an
integrated, feedstock-to-syngas-to-RNG solution.
The Company anticipates that FEED work will start as soon as
possible after completion of the pre-FEED subject to obtaining the
requisite funding. The Company will continue to provide updates as
this work moves forward.
Director resignation
Further to the Company's announcement on 28 September 2023,
Executive Director and CFO Nauman Babar's resignation from the
Board of Directors of EQTEC plc has been formally accepted by the
Board with effect from 17 November 2023. Mr Babar's
responsibilities are being assumed by an expanded Finance team
while the Company progresses the appointment of a new CFO. The
Company will make further announcements in due course.
Broker appointment
The Company is pleased to announce the appointment of Global
Investment Strategy UK Ltd and Fortified Securities as joint
brokers with immediate effect.
Proposed General Meeting and Share Capital Reorganisation
Certain aspects of the refinancing are subject to Shareholders
passing resolutions to provide the Company with authority to issue
new Ordinary Shares and the implementation of a share capital
reorganisation. Therefore, the Company proposes to hold an
Extraordinary General Meeting (the "EGM") on 18 December 2023 to
seek approval from its shareholders to implement a share capital
reorganisation, to reduce the nominal value of its Ordinary Shares
and to refresh the Company's authority to allot shares. The Company
will publish a notice to convene the EGM in due course.
David Palumbo, Group CEO, commented:
"Despite our healthy pipeline of projects with solid clients,
strong partners and reliable revenue, EQTEC, like many other
companies, is taking decisive and prudent steps to ensure that the
Company has sufficient funding in place to capitalise on
opportunities ahead of it. This year has been for us a year of
shifting away from legacy business dealings to ones that support
our target business. The shift has not been easy, but we are making
hard choices to secure our near-term resilience, toward delivering
the long-term strategy we have committed to our shareholders. The
funding arrangements we announce today, coupled with the cost
reduction efforts and operational disciplines we have applied, will
strengthen the Company's balance sheet and cash position, providing
the opportunity to build good revenues with strong margins to
support our growth plans. Our shift away from legacy business
dealings continues but is mostly behind us, as we look forward to
devoting the majority of our time and attention on building the
future."
ENQUIRIES
EQTEC plc
David Palumbo / Jeffrey Vander Linden +44 20 3883 7009
Strand Hanson - Nomad & Financial Adviser
James Harris / Richard Johnson +44 20 7409 3494
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Global Investment Strategy UK Ltd - Broker
Samantha Esqulant +44 20 7048 9045
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Fortified Securities - Broker
Guy Wheatley +44 20 3411 7773
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Panmure Gordon - Broker
John Prior / Hugh Rich +44 20 7886 2500
-----------------
The details of the proposed financial restructuring, including
settlement or refinancing of existing debt facilities, the
arrangement of new funding and proposed reduction of operating
expenditure are presented below. References in this announcement to
"Reference Price" means the average of the daily VWAPs for each of
the five consecutive trading days immediately prior to the relevant
drawdown or conversion or warrant repricing. On 17 November 2023,
the Reference Price was 0.05252p.
New funding facilities from the YA-RF Lenders and Altair
The Company has entered into new unsecured convertible loan
facility agreements for up to GBP3 million (the "New Funding
Facilities") to be provided by the YA-RF Lenders and Altair
(together, the "Lenders") with an initial advance of GBP950,000 to
be received by the Company by no later than 30 November 2023 (the
"First Tranche").
The following are the principal terms of the New Funding
Facilities:
-- The Lenders will advance a "First Tranche" of GBP950,000.
-- Altair's participation in the First Tranche is GBP150,000 ("Altair Tranche").
-- The Company and the Lenders may mutually agree to draw down
further tranches of the New Funding Facilities (the "Tranches"). In
addition to the Lenders' approval, further Tranches are also
subject to the Company satisfying certain conditions and the grant
of warrants representing 50% of the relevant Tranche divided by the
applicable "Reference Price".
-- Each Tranche will be repaid in instalments agreed with the
Lenders at the time of each draw down (each a "Repayment Date") and
will have a final maturity date of 24 months from the date of
advance to the Company.
-- The Company will pay a fixed interest coupon calculated at 8%
per annum of the amount of the Tranche, paid in instalments on each
Repayment Date.
-- In respect of the First Tranche, the entire amount of the
advance plus fixed interest in repayable on the final maturity
date.
-- An implementation fee of 6% of any Tranche (deducted from
gross proceeds) is payable by the Company. The implementation fee
in respect of the first tranche for Altair and the YA-RF Lenders is
being settled through the issue of 108,530,083 new Ordinary Shares
at the Reference Price ("First Tranche Fee Shares"), of which
Altair will receive 17,136,329 new Ordinary Shares.
-- The New Facilities are unsecured, but the Company's
obligations are guaranteed by certain of its subsidiaries.
As a condition subsequent to the New Funding Facilities, the
Company must hold the EGM by 3 January 2024 to seek approval from
its Shareholders to implement a share capital reorganisation, to
reduce the nominal value of its Ordinary Shares and to refresh the
Company's authority to allot shares. Failure to hold the EGM by
this date will constitute an event of default under the New Funding
Facilities following which (as with the case of other standard
events of default) the Lenders may declare all outstanding amounts
immediately due and payable, including the First Tranche.
Commencing from the earlier of (i) 3 January 2024 or (ii) the
date of the EGM, the Lenders may, from time to time, with respect
in varying amounts and without any restrictions, convert any
portion of a Tranche into Ordinary Shares at a conversion price
which is the lower of:
a) a 10% discount to the one daily VWAP chosen by the Lenders in
the 10 consecutive trading days immediately preceding each relevant
conversion notice (the "Variable Conversion Price"); or
b) a fixed price of 150% of the Reference Price applicable to
that Tranche (the "Fixed Conversion Price").
If the Company completes an equity placing that raises in excess
of GBP250,000 at an issue price below the prevailing Fixed
Conversion Price, the Fixed Conversion Price for the relevant
Tranche(s) will be reset to be the same as the issue price.
If the Company completes an equity placing that raises not less
than GBP1 million, the Lenders will be automatically deemed to have
issued a conversion notice to the Company in respect of the entire
outstanding amount of the New Funding Facilities at a conversion
price equal to the issue price for the relevant equity placing.
The Lenders will receive warrants equal to 50% of each Tranche
divided by the Reference Price. These warrants will be exercisable
at 150% of the Reference Price and will be subject to a 48-month
exercise term from date of issuance. The exercise of the warrants
may be offset against outstanding debt. The Lenders will receive
warrants over a total of 904,417,365 Ordinary Shares in respect to
the First Tranche, subject to shareholder approval at the EGM,
exercisable at 0.07878p per Ordinary Share, being a 50% premium to
the Reference Price.
The Company may prepay to the Lenders any Tranche in full if the
daily VWAP and average of the 10-day VWAP are below the Fixed
Conversion Price as at the date of a prepayment notice and the date
of prepayment. Any such prepayment is subject to the payment of a
10% early redemption fee.
Settlement of existing debt facilities with Altair Group
Investment Limited
Altair currently has outstanding principal and interest of
GBP903,632 owed to it by the Company, and has agreed to settle its
existing loans balances in shares.
In addition to the GBP150,000 advance of Altair under the New
Funding Facilities noted above, the Company and Altair has entered
into an agreement (the "Altair Settlement Agreement") to settle the
outstanding amount due under the Altair Facility. The principal
terms of the Altair Settlement Agreement are as follows:
-- the outstanding balance under the Altair Facility of GBP
903,632 is to be settled by the issue of new Ordinary Shares with a
value (as calculated below) of GBP1,250,000 which is a 1.25
multiple of the outstanding balance (the "Altair Redemption
Sum");
-- 50% of the Altair Redemption Sum (together with Altair's
First Tranche Fee Shares) will be settled by 24 November 2023 by
the issue of 1,088,156,892 Ordinary Shares, issued at the Reference
Price of 0.05252 pence (the "Altair Settlement Shares");
-- the remaining 50% of the Altair Redemption Sum will be settled on the earlier of:
o Altair electing to convert the balance into Ordinary Shares at
a price equal to the Reference Price at the time of delivery of a
conversion notice; or
o on 19 November 2024, by the automatic conversion of the
outstanding balance into Ordinary Shares at the Reference Price on
that date;
-- the settlement of the remaining 50% of the Altair Redemption
Sum by the issue of the Altair Settlement Shares is subject to
Shareholders passing resolutions to provide the Company with
authority to issue such shares, which will be sought at the EGM;
and
-- upon full settlement of the Altair Redemption Sum, the
Company will be released from all liabilities and obligations
pursuant to the Altair Facility.
In connection with the entry into the Altair Settlement
Agreement, the existing warrants held by Altair to subscribe for
666,666,666 Ordinary Shares exercisable at 0.45 pence per share and
exercisable up to 8 December 2024 have been amended such that they
are exercisable at 0.07878 pence per share, being a premium of 50%
to the Reference Price, for a period of 48 months from the date of
the Altair Settlement Agreement.
Acquisition from and settlement with Pitcole Limited
The Group has reached agreement with Pitcole, a quota holder in
Italia MDC, the operating company for the Group's Italy-based
Market Development Centre as follows.
EQTEC Holdings and Pitcole have entered into a Quota and
Shareholder Loan Transfer Agreement (the "Pitcole Transfer
Agreement") under which EQTEC Holdings has agreed to acquire 100%
of the shares and shareholder loans that Pitcole has in Italia MDC
for a total sum of EUR736,755 (the "Purchase Price").
The Company and Pitcole have entered into a deed of settlement
(the "Pitcole Settlement Agreement") under which Pitcole has agreed
that the Company may satisfy the obligation of EQTEC Holdings to
pay the Purchase Price by the issue of new Ordinary Shares with a
total value of GBP800,000 as follows:
-- GBP400,000 is to be to be settled by 24 November 2023 by the
issue of 761,614,623 Ordinary Shares, calculated by reference to
the Reference Price of 0.05252p (the "Pitcole Settlement Shares");
and
-- the remaining balance of GBP400,000 is to be settled on the earlier of:
o Pitcole electing to convert the balance into Ordinary Shares
at a price equal to the Reference Price at the time of delivery of
a conversion notice; or
o on 19 November 2024, by the automatic conversion into Ordinary
Shares at the Reference Price on that date; and
-- the settlement of the second GBP400,000 under the Pitcole
Settlement Agreement by the issue of the Pitcole Settlement Shares
is subject to Shareholders passing resolutions to provide the
Company with authority to issue such shares, which will be sought
at the EGM.
The Company has agreed with Quainstone Limited ("Quainstone"), a
shareholder in Italia MDC, that it will receive warrants over
444,138,500 Ordinary Shares in the Company based on its total
investment of GBP2,664,831 in equity and shareholder loans in
Italia MDC and its participation into the New Funding Facilities
for GBP100,000. Quainstone will receive the warrants subject to
approval from shareholders at the EGM. The warrants are exercisable
at 0.07878 pence per share, being a premium of 50% to the Reference
Price, for a period of 48 months from the 17 November 2023.
Refinance of outstanding debt with Riverfort Global
Opportunities PCC Limited and YA II PN, Limited
The YA-RF Lenders have conditionally agreed to refinance their
existing loans into a new secured loan facility on terms summarised
below. As at close of business on 31 October 2023, there was
outstanding principal of GBP3.95 million, plus GBP286,875 of
accrued and unpaid interest thereon pursuant to the YA-RF Facility,
for a total outstanding principal and interest of GBP4.24 million
(the "Outstanding Balance"). A fixed interest coupon payable to the
Lenders on a quarterly basis was calculated as 7.5% of the value of
each advance of the YA-RF Facility. The outstanding principal and
accrued interest were due to be repaid to the YA-RF Lenders on 31
December 2024.
The Company and the YA-RF Lenders have entered into a new
secured loan facility agreement (the "YA-RF Secured Facility"), the
principal terms of are as follows:
-- The maximum facility amount is GBP10 million (the "Facility Amount").
-- The agreement is subject to the satisfaction of certain
conditions precedent on or before 3 January 2024 including the
issue of the Implementation Fee Shares and the Facility Fee Shares
(as each is defined below), entry into the settlement agreements
with each of Altair and Pitcole mentioned above and entry into the
Debenture (as defined below).
-- The Outstanding Balance will be reduced by GBP200,000 by way
of the issue of the Riverfort Conversion Shares (as described
below).
-- An initial advance of GBP5.1 million (the "Initial Advance"),
which includes the Outstanding Balance of GBP4.2 million plus
GBP1.1 million of 30-months 10% p.a. fixed coupon interest, less
the GBP200,000 converted mentioned above, will be deemed to have
been drawn down under the YA-RF Secured Facility which will settle
the remaining Outstanding Balance in full.
-- The Company and the Lenders may, but are not obliged to,
mutually agree to make further advances ("Advances") up to the
Facility Amount.
-- Each Advance will be repaid in accordance with a repayment
schedule to be agreed with the YA-RF Lenders at the time of
drawdown of the relevant Advance, with a final maturity date of 24
months following draw down.
-- The Company will pay a fixed interest coupon calculated at
12.5% per annum of the amount of each Advance, to be repaid in 24
monthly instalments.
-- The Initial Advance will have a 6-month principal repayment
holiday, followed by 24 equal monthly cash repayments of principal
and interest thereafter to the maturity date.
-- An implementation fee of GBP200,000 is to be satisfied by the
issue of 380,807,311 Ordinary Shares (the "Implementation Fee
Shares") calculated by reference to the average of the 5-day VWAP
of the Ordinary Shares on AIM on 17 November 2023 (the "YA-RF
Reference Price").
-- A facility fee of GBP150,000, to be satisfied by the issue of
285,605,483 Ordinary Shares (calculated by reference to the YA-RF
Refence Price) will also be paid by the Company (the "Facility Fee
Shares").
-- The YA-RF Lenders may at any time elect to convert the
outstanding amount of an Advance into Ordinary Shares in the
Company at a conversion price of 150% of the Reference Price
applicable to that Advance following the closing price of the
Ordinary Shares has been 200% of the Reference Price at least
once.
-- The YA-RF Secured Facility has the following non-cash repayment terms:
o If the Company does not to settle a monthly payment
("Settlement Amount") in cash on the due date, it will
automatically grant a right to the YA-RF Lenders for the Settlement
Amount to be paid in Ordinary Shares.
o The YA-RF Lenders will have the right for a period of 12
months to convert any portion of the Settlement Amount into
Ordinary Shares at a discount of 8% to the one daily VWAP chosen by
the YA-RF Lenders in the 10 trading days immediately preceding a
conversion notice.
-- The Company has entered into a debenture with Riverfort
Global Capital Limited (as security agent) (the "Debenture") which
provides the YA-RF Lenders with fixed and floating charges on all
the assets of the Company. The Debenture secures all monies owed to
the Lenders under the YA-RF Secured Facility from time to time. The
Company's obligations are also guaranteed by certain of its
subsidiaries.
-- As a condition subsequent to the YA-RF Secured Facility, the Company must:
o hold the EGM by 3 January 2024 to seek approval from its
Shareholders to implement a share capital reorganisation to reduce
the nominal value of its Ordinary Shares and to refresh the
Company's authority to allot shares; and
o perfect the registration of the Debenture within 21 days of
the date of the YA-RF Secured Facility.
-- Failure to satisfy the conditions subsequent will constitute
an event of default under the YA-RF Secured Facility following
which (as with the case of other standard events of default) the
YA-RF Lenders may declare all outstanding amounts immediately due
and payable.
As noted above, Riverfort Global Opportunities PCC Ltd has
agreed, conditional upon Admission, to convert GBP200,000 of the
Outstanding Balance into 380,807,311 Ordinary Shares, calculated by
reference to the Reference Price of 0.05252p (the "Riverfort
Conversion Shares").
As a result of the refinancing, the YA-RF Facility will be
terminated with effect from the satisfaction of the conditions
precedent under the YA-RF Secured Facility.
In connection with the debt refinancing:
-- The YA-RF Lenders will receive new warrants to subscribe for
914,327,011 Ordinary Shares, subject to approval from shareholders
at the EGM.
-- The warrants will be exercisable at 0.07878p per share, being
a 50% premium to the applicable Reference Price with an exercise
period of 48 months from the date of issue.
-- The YA-RF Lenders may choose to set off the price payable on
exercise of the warrants against outstanding debt under the YA-RF
Secured Facility.
-- The YA-RF Lenders previously received warrants over
965,909,090 Ordinary Shares, exercisable up to 30 March 2025 at 0.5
pence per share. These warrants will now be amended to be
exercisable up to 48 months from the date of amendment and will be
exercisable at 0.07878p per share.
-- Riverfort Global Capital Limited ("RGC") and the Company have
entered into a Monitoring Agent Engagement Letter pursuant to which
RGC will, amongst other things, provide the Company with services
relating to the review of performance of the Group in respect of
compliance with an agreed budget. The Company has agreed to pay a
monthly retainer of GBP8,000 plus VAT which will be settled every
six months in advance in Ordinary Shares at a Reference Price
immediately prior to the issue of such shares.
-- In addition, historic fees of GBP30,000, to be satisfied by
the issue of 57,121,096 Ordinary Shares (calculated by reference to
the YA-RF Refence Price) will also be paid by the Company (the
"Historic Fee Shares").
Each of the YA-RF Lenders, Pitcole and Altair have undertaken to
the Company that they will not convert any amounts under the New
Funding Facility or exercise any warrants over Ordinary Shares in
circumstances which would trigger the requirement to make a
mandatory offer under Rule 9 of the Takeover Rules of the Irish
Takeover Panel.
Reduction in annual operating expenditure
As noted above, the Company has reviewed its monthly and annual
operational expenditure and reduced its annual running costs
significantly, inter alia, by pausing or terminating various
contracts and/or renegotiating terms with external service
providers and advisors.
In addition, the Company will be making changes to remuneration
for directors and staff.
Changes to remuneration include the following:
-- Executive Directors will defer 40% of base salary until such
time as the Company's cash position supports restoration of
originally agreed terms.
-- Short-term incentives ("STIs"), through which bonus is
payable annually subject to achievement of corporate and individual
performance, will be cancelled for both Executive Directors and
staff until such time as the Company's cash position supports
restoration of originally agreed terms. The Company announced on 28
September 2023 that STIs would be suspended for Executive
Directors, but this suspension is now being applied to all
staff.
-- The Long Term Incentive Plan (the "LTIP"), through which
EQTEC share options are made available to Executive Directors and
staff subject to corporate performance, will be cancelled. The
Company announced on 28 September 2023 that the LTIP would be
suspended for Executive Directors, but now the LTIP will be
cancelled for all Executive Directors and staff. Previously issued
LTIP options will remain in place and options granted through 2022
will continue to vest.
-- As a result of cancellation of the LTIP, the Company is now
investigating alternative incentive and share ownership
programmes.
In the interest of attracting and retaining talent to secure
current and future business and to grow the business in line with
its strategy, the Company intends to restore remuneration plans as
soon as its cash position is secured and its financial forecasts
support such a move.
R evised 2020 EIWP
In light of the Company's discontinuation of the LTIP and the
consequential absence of a long-term incentive programme to align
the interests of Directors and staff with those of shareholders,
lenders and other stakeholders, the Board of Directors has reviewed
the Employee Incentive Warrant Pool (the "EIWP") established by the
Company in 2020 and proposes a number of amendments.
Under the EIWP established in 2020 and amended since then (the
"2020 EIWP"), 404,325,407 warrants were and remain exercisable
until 31 March 2025 at a price of 0.45p.
Going forward, following this announcement, the Directors
propose to amend the aforementioned warrants such that they would
be exercisable up to 48 months from 17 November 2023 and at 0.07878
pence per Ordinary Share, being 150% of the Reference Price of
0.05252p and to remove certain restrictions in relation to the
exercise of warrants by employees (the "EIWP Amendments").
Additionally, the Directors propose that a number of warrants
that would be available for issue, at the discretion of the
Directors, as part of a new employee incentive warrant pool for
current and future, key personnel, shall be up to 10% of the total
issued share capital at any given time (including the existing 2020
EIWP warrants).
Related party transactions
Altair has an existing holding of 1,498,598,131 Ordinary Shares
in the Company representing 13% of the Company's issued share
capital and, as such, is a substantial shareholder as defined in
the AIM Rules for Companies ("AIM Rules"). As a result, the Altair
Tranche participation in the New Funding Facilities and the Altair
Settlement Agreement, are together related party transactions
pursuant to Rule 13 of the AIM Rules. Accordingly, the Directors of
the Company, having consulted with the Company's Nominated Adviser,
Strand Hanson Limited, consider the terms of Altair's participation
in the New Funding Facilities and the Altair Settlement Agreement
to be fair and reasonable insofar as the Company's shareholders are
concerned.
Yoel Alemán, David Palumbo and Jeffrey Vander Linden, each of
whom is a Director of the Company (collectively, the "Participating
Directors"), is each interested in 98,484,406, 196,968,812 and
71,297,140 EIWP Warrants respectively. The Participating Directors
are related parties as defined in the AIM Rules. As a result, the
EIWP Amendments are related party transactions pursuant to Rule 13
of the AIM Rules.
Accordingly, Ian Pearson and Thomas Quigley, the independent
directors of the Company in respect of the EIWP Amendments, having
consulted with the Company's Nominated Adviser, Strand Hanson
Limited, consider the terms of the EIWP Amendments to be fair and
reasonable insofar as the Company's shareholders are concerned.
Issue of Ordinary Shares to strategic suppliers
The Company further announces that it is proposing to issue, in
aggregate, 209,444,021 new Ordinary Shares (the "Supplier Shares")
at 0.05252p to certain strategic service providers providing
advisory and financing services to the Group in satisfaction of
GBP110,000 of fees due to them. The issue of the Supplier Shares
will further align the interests of strategic advisers and service
providers with those of the Company and its shareholders.
Admission of new Ordinary Shares and Total Voting Rights
Application will be made to the London Stock Exchange for the
Implementation Fee Shares, the Facility Fee Shares, the Historic
Fee Shares, the Riverfort Conversion Shares, the Altair Settlement
Shares, the Pitcole Settlement Shares, the First Tranche Fee Shares
and the Supplier Shares, being in aggregate 3,254,950,491 new
Ordinary Shares (the "New Shares"), to be admitted to trading on
AIM. Dealings in the New Shares, which will all rank pari passu
with the Company's existing Ordinary Shares, are expected to
commence at 8.00 a.m. on or around 23 November 2023.
Following Admission, there will be 14,783,204,492 Ordinary
Shares in issue. The Company holds no Ordinary Shares in Treasury.
This number may be used by shareholders as the denominator for the
calculation by which they will determine if they are required to
notify their interest in, or a change in their interest in, the
share capital of the Company under the FCA's Disclosure Guidance
and Transparency Rules.
The New Shares will represent 22% of the Company's enlarged
issued share capital following Admission.
About EQTEC plc
As one of the world's most experienced gasification technology
and engineering companies, with a growing track record of
delivering operational and commercial success for transforming
waste-to-energy through best-in-class technology innovation,
engineering and project development, EQTEC brings together design
innovation, project delivery discipline and solid commercial
experience to add momentum to the global energy transition. EQTEC's
proven, proprietary and patented technology is at the centre of
clean energy projects, sourcing local waste, championing local
businesses, creating local jobs and supporting the transition to
localised, decentralised and resilient energy systems.
EQTEC designs, supplies and builds advanced gasification
facilities in the UK, EU and US, with highly efficient equipment
that is modular and scalable from 1MW to 30MW. EQTEC's versatile
solutions process over 50 varieties of feedstock, including
forestry wood waste, vegetation and other agricultural waste from
farmers, industrial waste and sludge from factories and municipal
waste, all with no hazardous or toxic emissions. EQTEC's solutions
produce a pure, high-quality synthesis gas ("syngas") that can be
used for the widest range of applications, including the generation
of electricity and heat, production of synthetic natural gas
(through methanation) or biofuels (through Fischer-Tropsch,
gas-to-liquid processing) and reforming of hydrogen.
EQTEC's technology integration capabilities enable the Group to
lead collaborative ecosystems of qualified partners and to build
sustainable waste reduction and green energy infrastructure around
the world.
The Company is quoted on AIM (ticker: EQT) and the London Stock
Exchange has awarded EQTEC the Green Economy Mark, which recognises
listed companies with 50% or more of revenues from
environmental/green solutions.
Further information on the Company can be found at www.eqtec.com
.
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END
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