TIDMSGN

RNS Number : 3115Z

Solgenics Limited

12 May 2023

News Release

PDMR Dealing

12 May 2023: Solgenics Limited (the "Company") announces it has been notified that on 10 May 2023, Scott Fletcher, Non-Executive Director, purchased an aggregate of 3,500,000 ordinary shares of no par value in the Company ("Shares").

Scott Fletcher's purchases were made in compliance with the Company's share dealing policy, increasing his beneficial interest in Ordinary Shares in the Company to 167,667,036 Ordinary Shares, representing 29.60 per cent. of the Company's issued share capital.

Articles of Association

Under Article 32 of the Company's Articles of Association, where a person or persons acting in concert acquire 30% or more of the Company's issued share capital, the Board may, but is not obliged to require such persons to extend the offer to all shareholders.

Further to the announcement on 16 January 2023 in connection with the loan conversion, whilst the Directors do not believe Hanno Pengilly, Seritza Limited, Mike Haworth and Scott Fletcher to be acting in concert, for the purposes of Article 32, Aman Sachdeva, as the independent director has agreed that it is in the best interest of the Company following the Company's announcement of its intention to delist, not to restrict any of them from acquiring further shares given that certain shareholders may wish to sell their shares ahead of the potential delisting. In light of the current circumstances, Aman Sachdeva, as the independent director, will not require them to extend an offer to all shareholders under Article 32 where any of Seritza Limited, Mike Haworth or Scott Fletcher (with their connected parties) individually own or control 30% or more of the issued share capital provided that in aggregate they do not own or control 50% or more of the issued share capital.

This limit will be reassessed in light of the then current circumstances in the event that any of Seritza Limited, Mike Haworth or Scott Fletcher (with their connected parties) in aggregate intend to make further acquisitions such that they would own or control 50% or more of the issued share capital.

Enquiries

For further information please visit www.solgenics.com or contact:

 
 Solgenics:                  Hanno Pengilly                     +27 (0) 71 362 3566 
 Liberum Capital Limited:    Scott Mathieson, Edward Thomas,    +44 (0) 20 3100 
  NOMAD & Joint Broker        Kane Collings                      2000 
 Novum Securities 
  Limited                                                       +44 (0) 20 7399 
  Joint Broker               Colin Rowbury                       9427 
 
   Pimlico Advisory 
   Ltd                                                          +44 (0) 777 56 55 
   Investor Relations        Elizabeth Johnson                   927

This announcement contains inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 which is part of UK law by virtue of the European Union (Withdrawal) Act 2018. Upon publication of this Announcement and such information is now considered to be in the public domain. The person who arranged for the release of this announcement on behalf of the Company was Hanno Pengilly, CEO.

About Solgenics

Solgenics is an African renewable energy development company focused on the development of a 300MW solar PV plus BESS renewable energy in the Tete Province in northern Mozambique (the "Tete Solar Project").

It is the intention that the Tete Solar Project will connect to the Mozambique grid with target power offtakers in Mozambique and the Southern African Power Pool ("SAPP").

The Tete Solar Project takes full advantage of Mozambique's leading sustainable energy resources and is fully aligned with Government's objective to become a champion for energy transition impacting all Southern Africa.

On 3 May 2023, Solgenics announced that it will shortly be posting a circular to shareholders (in connection with a proposal for the cancellation of admission of the ordinary shares of no par value in the Company ("Ordinary Shares") to trading on AIM (the "Cancellation"), pursuant to Rule 41 of the AIM Rules for Companies. Accordingly, if the resolution to approve the cancellation is approved by shareholders, the last day of dealings in the Ordinary Shares on AIM is expected to be 6 June 2023, and the Cancellation is expected to become effective at 7.00 a.m. on 7 June 2023.

The notification below is made in accordance with the requirements of the MAR.

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them.

 
  1   Details of the person discharging managerial responsibilities 
       / person closely associated 
 a)   Name                      Scott Fletcher 
     ------------------------  ----------------------------------------- 
 2    Reason for the notification 
     ------------------------------------------------------------------- 
 a)   Position/status           Non-Executive Director 
     ------------------------  ----------------------------------------- 
 b)   Initial notification      Initial notification 
       /Amendment 
     ------------------------  ----------------------------------------- 
 3    Details of the issuer, emission allowance market participant, 
       auction platform, auctioneer or auction monitor 
     ------------------------------------------------------------------- 
 a)   Name                      Solgenics Limited 
     ------------------------  ----------------------------------------- 
 b)   LEI                       2138003W7PP9STE9J18 
     ------------------------  ----------------------------------------- 
 4    Details of the transaction(s): section to be repeated 
       for (i) each type of instrument; (ii) each type of transaction; 
       (iii) each date; and (iv) each place where transactions 
       have been conducted 
     ------------------------------------------------------------------- 
 a)   Description               Ordinary shares of no par value 
       of the financial 
       instrument, 
       type of instrument 
 
       Identification            VGG640631039 
       code 
     ------------------------  ----------------------------------------- 
 b)   Nature of                 On-market purchase of Ordinary Shares 
       the transaction 
     ------------------------  ----------------------------------------- 
 c)   Price(s) and                Price(s)       Volume(s) 
       volume(s)                    GBP 
                                        1. 0026        1. 3,500,000 
                                                 ------------------ 
     ------------------------  ----------------------------------------- 
 d)   Aggregated 
       information 
       - Aggregated               3,500,000 
       volume 
       - Price                    0.0026 GBP 
     ------------------------  ----------------------------------------- 
 e)   Date of the               10 May 2023 
       transaction 
     ------------------------  ----------------------------------------- 
 f)   Place of the              London Stock Exchange, AIM 
       transaction 
     ------------------------  -----------------------------------------

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END

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May 12, 2023 10:26 ET (14:26 GMT)

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