TIDMORCP
RNS Number : 6506O
Oracle Power PLC
04 October 2023
4 October 2023
Oracle Power PLC
("Oracle", the "Company" or the "Group")
Conditional Placing to Raise GBP 350,000
Capital Reorganisation
Notice of General Meeting
Oracle Power PLC (AIM:ORCP), the international natural resources
project developer, is pleased to announce that it has entered into
a placing agreement, conditional on the passing of certain
resolutions to be proposed at a general meeting of the Company, to
raise gross proceeds of GBP 350,000 by way of a placing of
1,000,000,000 new ordinary shares in the capital of the Company
(the " Placing Shares ") at a price of 0 .035 pence per share (the
" Placing Price ") (the " Placing "). Pursuant to the Placing,
placees will receive one warrant for every two Placing Shares
subscribed for, exercisiable at a price of 0.07 pence per ordinary
share, for a period of two years from the date of the Placing.
Use of Proceeds
The net proceeds of the Placing will be primarily used to
support the advancement of the Company's green hydrogen project
(the " Project ") through the joint venture with His Highness
Sheikh Ahmed Dalmook Al Maktoum (through his wholly owned company,
Kaheel Energy Limited). The Company recently announced the
completion of the technical and commercial Feasibility Study
relating to the Green Hydrogen Project. The study, undertaken by
thyssenkrupp Uhde, supports the development of a 400MW capacity
green hydrogen production facility. The results of the study were
noted to be very encouraging and on a par with industry
expectations as observed in other green hydrogen projects announced
worldwide, providing significant confidence in the development
route towards commercialisation. The Company is now moving into a
highly active period as it works towards completing other studies
in collaboration with State Grid Corporation of China, leading into
the FEED stage, and formulation of the investment and lender
consortium.
Capital Reorganisation
The Placing Price is less than the current nominal value of 0.1
pence per ordinary share. The Companies Act 2006 (as amended)
prohibits the Company from issuing new shares at a price below
nominal value. Accordingly, the Company is seeking shareholder
approval to carry out the capital reorganisation through which it
is proposed that each existing ordinary share will be subdivided
into one new ordinary share of 0.00 1 pence (the " New Ordinary
Shares ") and one deferred share of 0.099 pence (the " Deferred
Shares ") (the " Capital Reorganisation ") . The Deferred Shares
will have very limited rights and the Company will not issue any
share certificates or credit CREST accounts in respect of them. The
Deferred Shares will not be admitted to trading on AIM or any other
exchange.
The number of ordinary shares in issue, and held by each
Shareholder, as a result of the passing of the Resolutions will not
change. It is simply the nominal value of the existing ordinary
shares which will change. The New Ordinary Shares will continue to
carry the same rights as those attached to the existing ordinary
shares, save for the change in nominal value.
The Placing
The Placing has been carried out by CMC Capital Markets (" CMC
") and the Company has entered into a placing agreement with CMC
dated 3 October 2023 (the " Placing Agreement ") pursuant to which
CMC, as agent to the Company, has procured placees for the Placing
Shares at the Placing Price. CMC will receive 80 million warrants
over New Ordinary Shares, exercisable at the Placing Price for a
period of two years from the date of the Placing.
General Meeting
The Company will shortly be posting a circular (the " Circular
") to its shareholders which will include, inter alia , details of
a general meeting (the " General Meeting ") at which shareholders
will vote on the following resolutions (the " Resolutions "):
- Resolution 1: Capital Reorganisation
A resolution to approve the Capital Reorganisation, which is
necessary to issue the Placing Shares at the Placing Price, which
is below the current nominal value.
- Resolution 2: Amendment to Articles of Association of the Company
A special resolution to approve the amendment of the Company's
Articles of Association containing, inter alia , the rights and
restrictions attaching to the Deferred Shares, necessary to effect
the Capital Reorganisation.
The Placing is conditional on the Capital Reorganisation being
approved by Shareholders and admission of the New Ordinary Shares
and the Placing Shares to trading on AIM.
The Circular to shareholders will be made available on the
Company ' s website at www.oraclepower.co.uk when posted to
shareholders.
Recommendation
In the event that the resolutions are not passed, the Company
will be unable to complete the Placing or raise equity capital
unless any placing price is above the current nominal value.
The directors of Oracle consider that the resolutions to be
proposed at the General Meeting are in the best interests of the
Company and its shareholders as a whole and unanimously recommend
that shareholders vote in favour of the resolutions at the General
Meeting to be convened.
Admission to Trading, Total Voting Rights, ISIN and SEDOL
Application will be made for the New Ordinary Shares and the
Placing Shares to be admitted to trading on AIM ( " Admission " ).
It is expected that Admission will become effective at 8:00 a.m. on
or around 2 7 October 2023. The Placing Shares and the New Ordinary
Shares will have the same ISIN number and SEDOL code as each
existing ordinary share. The Placing Shares will rank pari passu
with the New Ordinary Shares.
Following shareholder approval and Admission, the total issued
share capital of the Company will be 4,735,415,387 New Ordinary
Shares, with no shares held in Treasury. Therefore, the total
current voting rights in the Company following Admission will be
4,735,415,387 and 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 under
the FCA's Disclosure Guidance and Transparency Rules.
Naheed Memon, CEO of Oracle, commented:
" We continue to advance our green hydrogen strategy in Pakistan
and today ' s conditional fundraise will enable us to continue on
this upward trajectory. The majority of the funds raised will be
used to support the green hydrogen initiative, whilst also
providing us with sufficient working capital to develop the other
projects in Oracle ' s portfolio.
" We are now looking toward the next stage in the Project ' s
development as we move forward with detailed technical and
financial feasibilities. With the recent completion of the
feasibility study and support from His Highness Shaikh Ahmed
Dalmook Al Maktoum, I am confident we will be able to rapidly
progress the development of this ground-breaking and globally
significant project. "
*ENDS*
For further information:
Oracle Power PLC +44 (0) 203 580
Naheed Memon - CEO 4314
Strand Hanson Limited (Nominated Adviser
and Broker) +44 (0) 20 7409
Rory Murphy, Matthew Chandler, Rob Patrick 3494
Global Investment Strategy UK Limited (Joint
Broker) +44 (0) 20 7048
Samantha Esqulant 9432
St Brides Partners Limited (Financial PR) +44 (0) 20 7236
Susie Geliher, Isabel de Salis 1177
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
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, as amended by virtue of the Market Abuse
(Amendment) (EU Exit) Regulations 2019.
About Oracle Power PLC:
Oracle Power PLC is an international natural resource and power
project developer quoted on London's AIM market. The Company
currently has two areas of focus: Western Australia and Pakistan.
The Company is active in the energy industry in Pakistan and is
working to establish one of the largest green hydrogen production
facilities in the region.
About Northern Zone Project:
The Northern Zone Project is comprised of one granted
prospecting licence (P25/2651) which covers an area of 82 hectares.
The Project is located in an area highly prospective for gold and
is approximately 25km east of Kalgoorlie, the home of the 'Super
Pit' mine, the second largest gold mine in Australia.
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.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
MSCEZLBBXBLZFBK
(END) Dow Jones Newswires
October 04, 2023 02:00 ET (06:00 GMT)
Oracle Power (AQSE:ORCP.GB)
Historical Stock Chart
From Oct 2024 to Nov 2024
Oracle Power (AQSE:ORCP.GB)
Historical Stock Chart
From Nov 2023 to Nov 2024
