TIDMHYR
RNS Number : 2743D
HydroDec Group plc
08 October 2018
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, JAPAN, THE
REPUBLIC OF SOUTH AFRICA OR AUSTRALIA OR ANY OTHER JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A BREACH OF THE RELEVANT SECURITIES
LAWS OF SUCH JURISDICTION.
This Announcement does not constitute a prospectus or offering
memorandum or an offer in respect of any securities and is not
intended to provide the basis for any investment decision in
respect of Hydrodec Group plc or other evaluation of any securities
of Hydrodec Group plc or any other entity and should not be
considered as a recommendation that any investor should subscribe
for or purchase any such securities.
This Announcement contains inside information for the purposes
of the market abuse regulation (EU No. 596/2014) ("MAR"). Upon the
publication of this Announcement, this inside information is now
considered to be in the public domain.
Capitalised terms in this Announcement shall have the meanings
given to such terms in the Company's announcement this morning.
8 October 2018
Hydrodec Group plc
("Hydrodec" or "the Group")
Result of Placing
Further to the announcement made earlier today, Hydrodec Group
plc (AIM:HYR), the cleantech industrial oil re-refining group, is
pleased to announce it has completed a conditional Placing. The
Placing of 13,333,334 New Ordinary Shares will raise GBP10.0
million (before expenses) with institutional investors at an issue
price of 75 pence per share ("the Issue Price"), following a
proposed 100 for 1 share consolidation ("Consolidation").
The Issue Price represents a discount of approximately 41 per
cent. to the closing middle market price, assuming the Share
Consolidation has been effected, of 1.275 pence per Existing
Ordinary Share on 5 October 2018, the last business day before the
announcement of the Capital Raising.
The Placing is conditional upon, inter alia, approval by
Shareholders at the General Meeting of the resolution required to
approve the Proposals and Admission. It is expected that the New
Ordinary Shares will be admitted to trading at 8.00 a.m. on 26
October 2018.
The Open Offer
As announced earlier this morning, the Board is proposing to
offer Qualifying Shareholders at close of business on 5 October
2018 (the Record Date) the opportunity to participate alongside our
new investors. The Offer of up to 3,733,414 Offer Shares on the
basis of 1 New Ordinary Share for every 200 Existing Ordinary
Shares held by Qualifying Shareholders on the Record Date provides
an opportunity to Qualifying Shareholders to subscribe for New
Ordinary Shares up to a maximum value of GBP2.8 million at the
Issue Price.
Certain directors intend to participate in the Open Offer and
further details will be announced at the close of the Open
Offer.
Details of the Open Offer will be set out in a Circular which,
together with an Application Form for use by Qualifying
Shareholders who hold their Existing Ordinary Shares in
certificated form, is expected to be sent to Shareholders on 9
October 2018 and will be available from the Company's website
www.hydrodec.com.
Notice of General Meeting
The Placing is conditional on, inter alia, the passing of a
resolution to approve the Proposals at the General Meeting, to be
held at the offices of CMS Cameron McKenna Nabarro Olswang LLP at
10:00 a.m. on 25 October 2018, notice of which will be contained in
the Circular. This resolution will provide the Company with the
authority to allot and issue, inter alia, the Placing Shares and
the Offer Shares
Lord Moynihan, Executive Chairman of Hydrodec, commented: "We
are pleased to see such high quality institutional support for the
Hydrodec "green oil story". This is an endorsement of the Board's
turnaround strategy and reinforces the substantial potential for
the relaunched Hydrodec to deliver material value for investors.
David Dinwoodie, our new CEO, intends to brief shareholders
regularly on our progress as we drive the business forward on a
newly strengthened financial platform with a clear strategic
focus."
Hydrodec Group plc hydrodec@vigocomms.com
Lord Moynihan, Executive Chairman and Interim
Chief Executive Officer
Arden Partners plc (Nominated Adviser and
Broker) 0207 614 5900
Steve Douglas
Ciaran Walsh
Alex Penney
Vigo Communications (PR adviser to Hydrodec) 020 7830 9700
Patrick d'Ancona
Chris McMahon
Notes to Editors:
Hydrodec's technology is a proven, highly efficient, oil
re-refining and chemical process initially targeted at the
multi-billion US$ market for transformer oil used by the world's
electricity industry. MarketsandMarkets forecasts that the global
transformer oil market is expected to grow from US$1.98 billion in
2015 to US$2.79 billion by 2020 at a CAGR of 7.14% from 2015 to
2020. Spent oil is currently processed at two commercial plants
with distinct competitive advantage delivered through very high
recoveries (>99%), producing transformer oil that meets or
substantially exceeds applicable international standards at
competitive cost and without environmentally harmful emissions. The
process also eliminates PCBs, a toxic additive banned under
international regulations.
In 2016 Hydrodec received carbon credit approval from the
American Carbon Registry ("ACR"), enabling its product to be sold
with a carbon offset and creating an incremental revenue stream.
The Group is now generating carbon offsets through the re-refining
of used transformer oil, which would otherwise ordinarily be
incinerated or disposed of in an unsustainable manner. This is a
highly distinctive feature for the Group, confirming (as far as the
Board is aware) Hydrodec as the only oil re-refining business in
the world to receive carbon credits for its output. This is a
significant endorsement of the Company's proprietary technology and
standing as a leader in its field.
Hydrodec's current plants are located at Canton, Ohio, US and
Bomen, New South Wales, Australia.
IMPORTANT NOTICE
This announcement is released by Hydrodec Group plc and contains
inside information for the purposes of Article 7 of the Market
Abuse Regulation (EU) 596/2014 ("MAR") it is disclosed in
accordance with the Group's obligations under Article 17 of
MAR.
For the purposes of MAR and Article 2 of Commission Implementing
Regulation (EU) 2016/1055, this announcement is being made on
behalf of the Group by Michael Preen, Company Secretary.
No action has been taken by the Group or Arden, or any of their
respective affiliates, that would, or which is intended to, permit
a public offer of the New Ordinary Shares in any jurisdiction or
the possession or distribution of this announcement or any other
offering or publicity material relating to the New Ordinary Shares
in any jurisdiction where action for that purpose is required. Any
failure to comply with these restrictions may constitute a
violation of the securities laws of such jurisdictions. Persons
into whose possession this announcement comes shall inform
themselves about, and observe, such restrictions.
No prospectus has been made available in connection with the
matters contained in this announcement and no such prospectus is
required (in accordance with the Prospectus Directive (as defined
below)) to be published.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS FOR
INFORMATION PURPOSES ONLY, AND IS NOT INTED TO AND DOES NOT
CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO PURCHASE OR
SUBSCRIBE FOR, UNDERWRITE, SELL OR ISSUE OR THE SOLICITATION OF AN
OFFER TO PURCHASE OR SUBSCRIBE, SELL, ACQUIRE, DISPOSE OF THE NEW
ORDINARY SHARES OR ANY OTHER SECURITY IN THE UNITED STATES
(INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED
STATES AND THE DISTRICT OF COLUMBIA, COLLECTIVELY THE "UNITED
STATES"), AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR IN ANY
JURISDICTION IN WHICH, OR TO ANY PERSONS TO WHOM, SUCH OFFERING,
SOLICITATION OR SALE WOULD BE UNLAWFUL.
The New Ordinary Shares have not been and will not be registered
under the United States Securities Act of 1933, as amended (the
"Securities Act") or under the securities laws of any state or
other jurisdiction of the United States, and may not be offered,
sold or transferred, directly or indirectly, in or into the United
States unless registered under the Securities Act or pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and in compliance
with applicable state laws. There will be no public offering of the
New Ordinary Shares in the United States or elsewhere other than in
the United Kingdom and certain other jurisdictions.
The relevant clearances have not been, and nor will they be,
obtained from the securities commission of any province or
territory of Canada; no prospectus has been lodged with, or
registered by, the Australian Securities and Investments Commission
or the Japanese Ministry of Finance; and the New Ordinary Shares
have not been, and nor will they be, registered under or offered in
compliance with the securities laws of any state, province or
territory of Canada, Australia, Japan or South Africa. Accordingly,
the New Ordinary Shares may not (unless an exemption under the
relevant securities laws is applicable) be offered, sold, resold or
delivered, directly or indirectly, in or into Canada, Australia,
Japan or South Africa or any other jurisdiction outside the United
Kingdom or to, or for the account or benefit of any national,
resident or citizen of Australia, Japan or South Africa or to any
investor located or resident in Canada.
Arden is authorised and regulated in the United Kingdom by the
Financial Conduct Authority and is acting exclusively for the
Company in connection with the Capital Raising and Admission and no
one else and will not be responsible to anyone other than the
Company for providing the protections afforded to its clients nor
for providing advice to any other person in relation to the Capital
Raising and Admission and/or any other matter referred to in this
announcement.
This announcement is being issued by and is the sole
responsibility of the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by Arden
(apart from the responsibilities or liabilities that may be imposed
by the FSMA, as amended, or the regulatory regime established
thereunder) or any of its affiliates or any of its or respective
directors, officers, employees, advisers, representatives or
shareholders (collectively, "Representatives") for the contents of
this announcement, or any other written or oral information made
available to or publicly available to any interested party or its
advisers, or any other statement made or purported to be made by or
on behalf of the Company or Arden or any of their respective
affiliates or by any of their respective Representatives in
connection with the Group, the New Ordinary Shares, the Capital
Raising or Admission and any responsibility and liability whether
arising in tort, contract or otherwise therefore is expressly
disclaimed. Arden and its affiliates and each of their respective
Representatives accordingly disclaim all and any liability, whether
arising in tort, contract or otherwise (save as referred to above)
in respect of any statements or other information contained in this
announcement and no representation or warranty, express or implied,
is made by Arden or any of its affiliates or any of their
respective Representatives as to the accuracy, fairness,
verification, completeness or sufficiency of the information
contained in this announcement and nothing in this announcement is,
or shall be relied upon as, a promise or representation in this
respect, whether as to the past or future.
This announcement does not identify or suggest, or purport to
identify or suggest, the risks (direct or indirect) that may be
associated with an investment in the New Ordinary Shares. Any
investment decision to buy New Ordinary Shares in the Capital
Raising must be made solely on the basis of information contained
in the Circular in connection with the Debt Conversion and Capital
Raising and the proposed admission of the Company's ordinary shares
to trading on AIM, a market operated by the London Stock Exchange.
Copies of the Circular are available from the Company's website at
www.hydrodec.com.
This announcement contains (or may contain) certain
forward-looking statements, beliefs or opinions, with respect to
certain of the Group's current expectations and projections about
future prospects, developments, strategies, performance,
anticipated events or trends and other matters that are not
historical facts. These forward-looking statements, which sometimes
use words such as "aim", "anticipate", "believe", "intend", "plan"
"estimate", "expect" and words of similar meaning, include all
matters that are not historical facts and reflect the directors'
beliefs and expectations and involve a number of risks,
uncertainties and assumptions that could cause actual results and
performance to differ materially from any expected future results
or performance expressed or implied by the forward-looking
statement, including, but not limited to, those risks and
uncertainties described in the risk factors included in the
Circular. These statements are subject to unknown risks,
uncertainties and other factors that could cause actual results to
differ materially from those expressed or implied by such
forward-looking statements. Statements contained in this
announcement regarding past trends or activities should not be
taken as a representation that such trends or activities will
continue in the future. The information contained in this
announcement is subject to change without notice and, except as
required by applicable law, neither the Company nor Arden nor any
of their respective affiliates nor any of their respective
Representatives assumes any responsibility or obligation to update,
amend or revise publicly or review any of the forward-looking
statements contained in this announcement. You should not place
undue reliance on forward-looking statements, which speak only as
of the date of this announcement. Any indication in this
announcement of the price at which New Ordinary Shares have been
bought or sold in the past cannot be relied upon as a guide to
future performance. No statement in this announcement is or is
intended to be a profit forecast or profit estimate or to imply
that the earnings of the Group for the current or future financial
years will necessarily match or exceed the historical or published
earnings of the Group. Past performance of the Group cannot be
relied on as a guide to future performance and persons reading this
announcement are cautioned not to place undue reliance on such
forward-looking statements.
The New Ordinary Shares to be issued pursuant to the Debt
Conversion and Capital Raising will not be admitted to trading on
any stock exchange other than the AIM market operated by the London
Stock Exchange.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this announcement.
Information for Distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the Product Governance
Requirements) may otherwise have with respect thereto, the New
Ordinary Shares have been subject to a product approval process,
which has determined that such securities are: (i) compatible with
an end target market of investors who meet the criteria of retail
and professional clients and eligible counterparties, each as
defined in MiFID II; and (ii) eligible for distribution through all
distribution channels as are permitted by MiFID II (the "Target
Market Assessment").
Notwithstanding the Target Market Assessment, distributors
should note that: the price of the New Ordinary Shares may decline
and investors could lose all or part of their investment; the New
Ordinary Shares offer no guaranteed income and no capital
protection; and an investment in New Ordinary Shares is compatible
only with investors who do not need a guaranteed income or capital
protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources
to be able to bear any losses that may result therefrom. The Target
Market Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation
to the Proposals. Furthermore, it is noted that, notwithstanding
the Target Market Assessment, Arden will only procure investors who
meet the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the New Ordinary Shares
pursuant to the Capital Raising.
Each distributor is responsible for undertaking its own Target
Market Assessment in respect of the New Ordinary Shares and
determining appropriate distribution channels.
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
ROIGCBDGIBGBGII
(END) Dow Jones Newswires
October 08, 2018 05:20 ET (09:20 GMT)
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