TIDMINFA
RNS Number : 3351S
Infrastrata PLC
02 October 2017
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulations (EU) No. 596/2014 ("MAR"). With the
publication of this announcement via a Regulatory Information
Service, this inside information is now considered to be in the
public domain.
2 October 2017
InfraStrata plc
("InfraStrata" or the "Company")
Proposed share issue to raise GBP500,000, company update and
notice of General Meeting
InfraStrata plc (AIM: INFA), the only UK listed company focused
on gas storage, is pleased to provide a company update and to
announce that it has conditionally raised GBP500,000 before
expenses through a placing of 125,000,000 new ordinary shares of
GBP0.0001 each ("Placing Shares") at an issue price of 0.4 pence
per share (the "Placing"). The Placing is conditional, inter alia,
on the approval of shareholders at a forthcoming general meeting of
resolutions to provide authority to the directors of the Company
("Directors" or "Board") to issue and allot further new ordinary
shares on a non-pre-emptive basis, further details of which are set
out below.
Company update
Since the Company's general meeting in June, which saw new
directors voted in, the Board has undertaken an extensive review of
the Company and its gas storage project at Islandmagee (the
"Project"), the Project's main stakeholders have been met, and
considerable efforts have been made exploring a range of both short
and long-term options for future value creation for the Company and
the Project.
The Project has shown that it exceeds the Board's expectations
in terms of its ultimate potential. In the Board's opinion, this
highlights the relative undervaluation of the Company at this time.
The Board believes that the recent announcement of the phased
closure of the Rough gas storage facility by Centrica plc improves
the significant potential of the Project as a result of this
substantial reduction in gas storage capacity in the UK.
A number of parties have expressed an interest in collaborating
with InfraStrata to progress the Project. Active discussions
continue with these counterparties, including contractors, gas
storage operators and oil and gas focused lenders. The Board is
focused on maximising shareholder value and may also consider a
sale of the Project and/or its assets.
Constructive discussions with the European Commission in
Brussels have also taken place to review the future EU grant
status. A condition of the EU grant funds received by the Company
is for the Project's Front-End Engineering Design ("FEED") stage,
for which the grant funds are to be used, to be completed by the
end of 2017 and as this deadline cannot be met, the Board has
requested a one year extension from the EU. In addition, the Board
is working with the UK and Republic of Ireland governments on the
application to renew the Project's PCI status, which as is usual,
automatically lapsed after two years.
Director appointments
The Board is keen that additional directors are appointed in due
course, as indicated in the Company's announcement of 27 June 2017,
and expects to be able to shortly announce the appointments of
additional non-executive directors with experience in, inter alia,
the energy sector, major construction projects and EU funding.
Background to and reasons for the Placing and use of
proceeds
Seeking solutions to the Company's shorter-term working capital
needs has been a priority for the Board since its appointment. The
Board has sought to reduce the Company's costs wherever possible,
whilst still seeking to make significant efforts to advance the
Project. The Board believes that the level of corporate development
activity since June has been undertaken in a highly cost-conscious
manner, although certain operational expenditures are
inevitable.
However, as previously announced, the Company has limited
working capital until early October 2017 and having explored a wide
range of opportunities, some of which are still under
consideration, it has become necessary for the Board to undertake
the Placing to provide additional working capital. It has been the
Board's preference to pursue alternative methods of funding which
minimise dilution to shareholders at recent share price levels, but
that has not been possible in the timescale required or on terms
attractive to the Company. Similarly, it has not been possible to
invite all existing shareholders to participate in the Placing due
to time constraints as well as the disproportionate costs that
would be incurred by the Company in doing so.
The net proceeds of approximately GBP445,000 from the Placing
are expected to provide sufficient funding to meet InfraStrata's
minimum levels of corporate costs and care and maintenance costs on
the Project for at least the next six months. The further
progression of the FEED for the Project will require the securing
of additional funding of up to GBP2.2m or the use of an alternative
strategy for funding and progressing this work. Accordingly, the
Board continues to seek longer-term sources of financing. This may
include a collaborative transaction with a commercial or
institutional financial partner, although other potential options
for extending the Company's working capital and Project finance are
being actively explored.
The Board is pleased to note that the post-FEED funding required
for the implementation and construction of the Project has
pre-qualification for the UK Government Guarantees Scheme, which is
a supportive backdrop to help underwrite future financing
discussions.
Details and conditions of the Placing
The Placing Shares to be issued pursuant to the Placing have
been conditionally placed by Allenby Capital Limited ("Allenby
Capital"), as agent and broker to the Company, with certain
existing and new investors pursuant to a placing agreement between
the Company and Allenby Capital (the "Placing Agreement"), further
details of which are set out below.
The Company currently has limited authority to issue new
ordinary shares for cash on a non-pre-emptive basis. Accordingly,
the Placing is conditional upon, inter alia, the passing of
resolutions at a general meeting of shareholders to grant the
Directors authority to issue and allot new ordinary shares on a
non-pre-emptive basis, further details of which are set out
below.
In addition, the Placing is conditional, inter alia, on the
Placing Agreement becoming unconditional and not being terminated
in accordance with its terms prior to the admission of the Placing
Shares to trading on AIM ("Admission"). Application will be made
for the Placing Shares to be admitted to trading on AIM and,
subject to the resolutions being passed at a general meeting, it is
expected that Admission will take place on or around 20 October
2017. The Placing is also conditional on Admission occurring.
The Placing would, if the necessary resolutions are approved at
the proposed general meeting (as detailed below), result in the
issue of 125,000,000 new ordinary shares of GBP0.0001 each in the
Company, representing, in aggregate, approximately 24.95 per cent.
of the Company's issued ordinary share capital as enlarged by the
Placing.
The Placing Shares will, when issued, be credited as fully paid
and will rank pari passu in all respects with the existing ordinary
shares of the Company, including the right to receive all dividends
or other distributions made, paid or declared in respect of such
shares after the date of issue of the Placing Shares.
General Meeting and Circular
Resolutions proposed at the general meeting of the Company in
June to give the directors authority pursuant to the Companies Act
2006 to issue and allot new ordinary shares on a non-pre-emptive
basis were not approved by shareholders. Therefore, in order for
the Placing to proceed and allow flexibility for any future share
issuance, a general meeting of the Company is proposed to be held
on 19 October 2017 (the "GM") to approve new share authorities to
enable completion of the Placing and to provide headroom for future
share issues, should it be required.
A circular containing a notice of the GM will be posted to
shareholders later today and will be made available on the
Company's website www.infrastrata.co.uk.
Importance of the shareholders' vote
The Board believes that the Company will operate under severe
funding constraints if the Placing does not proceed. Consequently,
if the resolutions required to implement the Placing to be proposed
at the GM are not passed and the Placing does not proceed, the
Company will need to seek alternative sources of funding which may
not be available in the time required and (to the extent available)
may be on terms less favourable to shareholders. There would
therefore be a significant risk of the Company entering into an
insolvency process, which the Directors consider would be likely to
result in no value being returned to shareholders.
Placing Agreement
Under the terms of the Placing Agreement, Allenby Capital will
receive commission from the Company conditional on Admission and
the Company will give customary warranties and undertakings to
Allenby Capital in relation, inter alia, to its business and the
performance of its duties. In addition, the Company has agreed to
indemnify Allenby Capital in relation to certain liabilities that
they may incur in undertaking the Placing. Allenby Capital has the
right to terminate the Placing Agreement in certain circumstances
prior to Admission, in particular, in the event that there has
been, inter alia, a material breach of any of the warranties. The
Placing is not being underwritten.
Total Voting Rights
With effect from Admission, the Company's issued ordinary share
capital will comprise 501,041,599 ordinary shares of GBP0.0001
("Ordinary Shares"), with one vote per share. The Company does not
hold any shares in treasury. Therefore, the total number of
Ordinary Shares and voting rights in the Company will be
501,041,599. This figure may be used by shareholders in the Company
as the denominator for the calculations 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
pursuant to the FCA's Disclosure Guidance and Transparency
Rules.
MAR
The Market Abuse Regulation (MAR) became effective from 3 July
2016. Market soundings, as defined in MAR, were taken in respect of
the Placing with the result that certain persons became aware of
inside information, as permitted by MAR. That inside information is
set out in this announcement has been disclosed as soon as possible
in accordance with paragraph 7 of article 17 of MAR. Therefore,
those persons that received inside information in a market sounding
are no longer in possession of inside information relating to the
Company and its securities.
Adrian Pocock, Chief Executive of InfraStrata, commented:
"The Company stands at a significant crossroads and I am pleased
to confirm that we are extremely encouraged by developments since
being elected onto the Board. The Project shows excellent scope to
create value for our shareholders. The positive engagement that we
have achieved with stakeholders and potential and existing partners
has been remarkable.
Energy security of both gas and electricity supplies in the
whole of the UK is likely to be adversely affected once Centrica's
Rough facility closes in around two years, and there are increasing
concerns and focus on energy security. We are pleased that we have
the opportunity to support the UK and Irish Governments and their
respective economies in ensuring continuity of supply. We
anticipate that once the UK leaves the EU, it will no longer be
able to depend upon the EU requirement for member states to support
each other at times of peak energy demand.
The revised strategy of pursuing new potential monetisation
routes in conjunction with a flexible, dynamic modus operandi
ensures that opportunities are maximised to the enhancement of the
Company's financial position and future.
Further announcements concerning the new chapter of InfraStrata
will be made in due course, in line with our stated policy of
co-alignment with shareholders, having regard to all stakeholders
and interest groups."
For further information, please contact:
InfraStrata plc +44 (0)28 9051
Adrian Pocock, Chief Executive 1415
Allenby Capital Limited (AIM Nominated
Adviser & Broker)
Jeremy Porter / Alex Brearley +44 (0)20 3328
/ Liz Kirchner 5656
-ENDS-
The Front End Engineering & Design (FEED) and Insitu
Downhole Testing programme for the Islandmagee gas storage project
is co-financed by the European Union's Connecting Europe
Facility.
Disclaimer releasing the European Union from any liability in
terms of the content of the dissemination materials:
"The sole responsibility of this publication lies with the
author. The European Union is not responsible for any use that may
be made of the information contained therein."
Notes:
Background on InfraStrata plc
InfraStrata is an independent gas storage company focused on the
UK and Ireland.
Further information is available on the Company's website:
www.infrastrata.co.uk.
Background on the Islandmagee Storage Project
The Islandmagee gas storage project company, Islandmagee Storage
Limited ("IMSL"), is owned 90% by a wholly owned subsidiary of
InfraStrata plc and 10% by a wholly owned subsidiary of Mutual
Energy Limited. The project is a proposed salt cavern gas storage
facility located on Islandmagee in County Antrim, Northern Ireland.
Work commenced in 2007 with the acquisition of 3D seismic data to
image the Permian salt in the Larne Lough area. During 2012,
planning permission was granted for the project and a gas storage
licence was issued by the Utility Regulator. In 2015 a well was
drilled to core the salt and confirm the technical feasibility of
the project, supported in part by the Commission. To date
approximately GBP11m has been invested in the project.
Further information is available on the project company's
website: www.islandmageestorage.com.
This information is provided by RNS
The company news service from the London Stock Exchange
END
IOEOKDDDKBDBBKK
(END) Dow Jones Newswires
October 02, 2017 02:00 ET (06:00 GMT)
Harland & Wolff (LSE:HARL)
Historical Stock Chart
From Mar 2024 to May 2024
Harland & Wolff (LSE:HARL)
Historical Stock Chart
From May 2023 to May 2024