Pressure Technologies PLC Completion of the sale of Greenlane Biogas (0071B)
04 June 2019 - 4:00PM
UK Regulatory
TIDMPRES
RNS Number : 0071B
Pressure Technologies PLC
04 June 2019
4 June 2019
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY
THE COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER
THE EU MARKET ABUSE REGULATION (596/2014). UPON THE PUBLICATION OF
THE ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS
INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.
Pressure Technologies plc
("Pressure Technologies" or "the Group")
Completion of the sale of Greenlane Biogas
Pressure Technologies (AIM: PRES), the specialist engineering
group, is pleased to announce that further to its update on 28 May
2019 it has now completed the sale of its wholly-owned subsidiary,
PT Biogas Holdings Limited ("Greenlane"), which is the holding
company for the Group's Alternative Energy Division, to Creation
Capital Corp (TSX-V: CRN.P) ("Creation Capital"), a capital pool
company listed on the TSX Venture Exchange ("TSX-V"), for an
aggregate price of GBP11.1 million (the "Sale").
Commenting on the Sale, Joanna Allen, Chief Financial Officer of
Pressure Technologies, said: "The completion of this sale concludes
the Board's process to realise the potential of the Greenlane
Biogas business in the expanding market for renewable natural gas.
I would like to thank the Greenlane team for their hard work and
wish them and the new leadership team all the best for their future
as Greenlane Renewables Inc. We will remain a supportive
shareholder and anticipate retaining our holding for the medium
term."
Summary of the Sale
The aggregate purchase price of GBP11.1 million is before
adjustments for working capital and debtlike items based on a lock
box balance sheet as at 2 February 2019. Under a lock box pricing
mechanism, the purchase price is adjusted based on an historical
balance sheet and there are no further post-closing adjustments for
cash, debt and working capital. The lock box adjustments have
reduced the consideration to GBP10.1 million.
Following the conclusion of the private placement, the final
consideration for the Sale is therefore comprised:
-- GBP2.0 million cash;
-- GBP2.0 million of Consideration Securities in Greenlane
Renewables Inc, representing a 21% holding after satisfaction of
certain fees and completion incentives; and
-- GBP6.1 million by way of a promissory note (the "Promissory
Note"). The Promissory Note will (i) be denominated 50 per cent. in
pounds sterling and 50 percent in Canadian dollars; (ii) mature 48
months from Completion; (iii) bear interest at the rate of 7% per
annum and (iv) be secured by a pledge of all of the issued and
outstanding Greenlane Ordinary Shares and all of the assets of
Greenlane.
A Pressure Technologies nominee will be appointed as an outside
observer to all Greenlane Renewables Inc. board meetings and
activities until such time as the Promissory Note, together with
all accrued and unpaid interest, is paid in full and retired.
Further details will be available in due course under Creation
Capital's SEDAR profile and can be accessed via this link. Link to
SEDAR.
Benefits of the Sale
The cash to be received by the Group on Completion will be used
to pay down the Group's debt and the strengthened balance sheet
will enable the Group to focus investment on its core specialist
engineering businesses. As at 30 September 2018, the Group's net
debt was GBP6.7 million.
For further information, please contact:
Pressure Technologies plc Tel: 0114 257 3616
Chris Walters, Chief Executive www.pressuretechnologies.com
Joanna Allen, Chief Financial
Officer
Cantor Fitzgerald Europe (Nominated Tel: 020 7894 7000
Adviser and Broker)
Philip Davies / Will Goode
Belvedere Communications
Keeley Clarke (kclarke@belvederepr.com) Tel: 07967 816 525
Cat Valentine (cvalentine@belvederepr.com) Tel: 07715 769 078
COMPANY DESCRIPTION
Company description - www.pressuretechnologies.com
With its head office in Sheffield, Pressure Technologies was
founded on its leading market position as a designer and
manufacturer of high-pressure components and systems serving the
global energy, defence and industrial gases markets.
Precision Machined Components - www.pt-pmc.com
-- Al-Met, Mid Glamorgan, acquired in 2010 www.almet.co.uk
-- Roota Engineering, Rotherham, acquired in March 2014 www.roota.co.uk
-- Quadscot, Glasgow, acquired in October 2014 www.quadscot.co.uk
-- Martract Limited, Barton-on-Humber, acquired in December 2016 www.martract.co.uk
Cylinders
-- Chesterfield Special Cylinders, Sheffield, IPO cornerstone in
2007 and includes, CSC Deutschland Gmbh, which is based in Dorsten,
Germany and Chesterfield Special Cylinders Inc. which is based in
Houston, USA www.chesterfieldcylinders.com
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