TIDMEQT
RNS Number : 5278X
EQTEC PLC
27 November 2017
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY IN OR INTO ANY JURISDICTION WHERE TO
DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION.
Prior to its publication, certain information in this
announcement was deemed to constitute inside information for the
purposes of Article 7 of the Market Abuse Regulation (EU) No.
596/2014.
27 November 2017
EQTEC plc
("EQTEC", the "Company" or the "Group")
Update on Proposed Acquisition of Eqtec Iberia
and
Notice of Extraordinary General Meeting
Further to the announcement of 17 July 2017, EQTEC plc (AIM:
EQT), the technology solution company for waste gasification to
energy projects, is pleased to announce that terms have been agreed
for the proposed acquisition of the entire issued share capital of
EQTEC Iberia, an engineering company specialising in the design,
construction, operation and maintenance of power plants.
Terms of the deal
The total consideration for the Acquisition is GBP14 million,
based on the suspension price, which will be satisfied by the issue
of 833,864,531 Ordinary Shares on Admission. In addition, in order
to fund the working capital needs of the Enlarged Group and the
continued development of its near-term pipeline the Company is
undertaking a Placing to raise GBP1.6 million (before expenses) by
the issue of 246,153,847 Ordinary Shares ("Placing Shares") at 0.65
pence. The Placing Shares will represent 18.3 per cent. of the
Enlarged Share Capital on Admission and rank pari passu in all
respects with the Existing Ordinary Shares, including the right to
receive future dividends and other distributions declared, made or
paid in respect of the Ordinary Shares.
The Placing Agreement contains indemnities from the Company and
warranties from the Company and certain of the Directors and
Proposed Directors in favour of Northland and VSA Capital, together
with customary provisions which enable termination of the Agreement
in certain circumstances prior to Admission, including
circumstances where any of the warranties are found to be untrue or
inaccurate in any material respect. The Agreement also contains
customary undertakings from the Company, and the Enlarged Group
Directors to Northland and VSA Capital, including, inter alia, that
save as expressly set out in the Admission Document, and subject as
required in the discharge of their directors' duties, each of them
undertakes not to issue new equity of the Company for a period of
four months following Admission.
Given the scale of the Acquisition, when compared to the
existing Group, the transaction is a reverse takeover under the AIM
Rules and therefore requires the Company to issue a new admission
document, which is being published today and which is available on
the company's website. The Acquisition is conditional, inter alia,
on the approval by Shareholders of the Resolutions to be proposed
at the Extraordinary General Meeting ("EGM"), which is being
convened for 11.30 a.m. on 20 December 2017 at the Cork
International Hotel, Cork Airport Business Park, Cork, Ireland.
If the Resolutions are passed at the EGM and the other
conditions set out in the Acquisition Agreement and the Placing
Agreement are met, it is expected that the Enlarged Share Capital
will be admitted to trading on AIM with effect from 8.00 a.m. on 21
December 2017 under the code EQT.
The Directors and the Proposed Directors consider the
Acquisition to be an excellent opportunity for the Group and in the
best interests of the Company and Shareholders as a whole.
Accordingly, the Directors recommend unanimously that Shareholders
vote in favour of the Resolutions to be proposed at the EGM as they
have irrevocably undertaken to do so in respect of their beneficial
holdings of Ordinary Shares.
Shareholders should note that the Resolutions are
inter-conditional and consequently if any of the Resolutions are
not passed, the Proposals will not occur and the Ordinary Shares
will continue to be admitted to trading on AIM.
Eqtec Iberia is 66.99 per cent. owned by EBIOSS Energy SE
("EBIOSS"), which currently also holds 50.03 per cent. of EQTEC
plc, and 33.01 per cent. owned by Inava Ingenieria de Analisis SL
("Inava"), a company owned by certain employees of Eqtec Iberia. As
EBIOSS is a substantial shareholder in the Company, the Proposed
Transaction will also represent a related party transaction
pursuant to Rule 13 of the AIM Rules. The Directors, having
consulted with the Company's nominated adviser, Northland, consider
that the terms of the Acquisition are fair and reasonable insofar
as Shareholders are concerned.
Expected timetable of principal events
Publication and posting of the Admission Document 27 November 2017
and the Form of Proxy
Latest time and date for receipt of Forms of Proxy 11.30 a.m. on 18 December 2017
and receipt of electronic proxy appointments via
the CREST system
Time and date of Extraordinary General Meeting 11.30 a.m. on 20 December 2017
Last day of trading of the Ordinary Shares on AIM 14 July 2017
Acquisition Agreement unconditional, Admission effective 21 December 2017
and commencement of dealings in the Enlarged Share
Capital on AIM
CREST accounts to be credited with Ordinary Shares 6.00 p.m. 20 December 2017
(where applicable)
Despatch of definitive share certificates of Ordinary By 4 January 2018
Shares in certificated form
All future times and/or dates referred to in this document are
subject to change at the discretion of the Company, Northland and
VSA Capital and if any of the above times or dates should change,
the revised times and/or dates will be notified by an announcement
on RIS.
All times are UK times unless otherwise specified.
Events listed in the above timetable following the Extraordinary
General Meeting are conditional on the passing at the Extraordinary
General Meeting of the Resolutions.
Enquiries
+353 (0)21
EQTEC plc 2409 056
Gerry Madden / Brendan Halpin
Northland Capital Partners Limited +44 (0)20
- Nominated Adviser and Joint Broker 3861 6625
Dugald J. Carlean / Tom Price
+44 (0) 20
SVS Securities Plc - Joint Broker 3700 0093
Tom Curran / Ben Tadd
+44 (0)20
VSA Capital Limited - Joint Broker 3005 5000
Andrew Monk / Andrew Raca
+44 (0)20
Luther Pendragon - Financial PR 7618 9100
Harry Chathli / Alexis Gore / Ana Ribeiro
Notes to Editors
Proposed Directors
Ian Pearson - Non-Executive Chairman
Ian was for five years the chairman of AIM listed OVCT2, a
company which invested in a variety of renewal energy companies and
was successfully merged into Apollo VCT plc last year. He is
currently a Non-Executive Director of Thames Water Utilities
Limited, the UK's biggest water company with 15 million customers,
and is Chairman of CODE Investing Ltd. He is also a senior adviser
to BAI Communications plc and has previously been a member of the
UK Advisory Board of the accountants, PwC. During a distinguished
Ministerial career from 2001-10 Ian Pearson held a number of
positions, including Minister for Trade & Foreign Affairs,
Minister of State for Climate Change and the Environment, Minister
for Science, and Economic Secretary to the Treasury. He graduated
from Balliol College, Oxford and has a Master's degree and a
Doctorate in Industrial and Business Studies from the University of
Warwick.
Neil O'Brien - Non-Executive Director
Neil O'Brien is an experienced manager and director in the UK
energy sector holding a number of non-executive roles in both
listed and private equity backed businesses. Prior to taking on
non-executive positions, Neil was CEO at the UK listed independent
power producer, Alkane Energy, where Neil oversaw expansion in its
core coal mine methane business and expansion into the UK power
response market. Neil qualified as a chartered accountant at
Coopers & Lybrand and held a number of finance roles including
senior positions in both Blue Circle Cement European Heating
Division and in CAMAS plc before becoming Finance Director with
Speedy Hire PLC.
Óscar Leiva - Non-Executive Director
Óscar Leiva is currently the President and founder of EBIOSS, a
technology group operating in the waste sector, and listed on the
Spanish Stock Exchange. The group has during the last ten years
invested in new technologies and companies that allow
municipalities to solve their waste problem using smart waste
collection and waste elimination technologies provided by EBIOSS.
He studied a Bachelor's degree in Management and Master's degree in
Financial Markets at the University of Barcelona. Oscar has held
executive positions in private banking in different financial
entities such as Credit Suisse Group and Banco Finantia. His
international experience also comes from his role as Vice President
of the Marina D'Or Group, a real estate developer and property
company.
Luis Sanchez - Chief Executive Officer
Luis qualified as a power engineer at the Polytechnic University
of Catalonia (Barcelona-Spain). Luis began his professional career
at Sulzer Infra (now ENGIE) as HVAC ("Heating, Ventilation and Air
Conditioning") and CHP Project developer. He has had several
executive and management positions in the energy business until he
founded Eqtec Iberia in 1997, starting a thermo-gasification
R&D programme which is the origin of the unique Eqtec Gasifier
Technology, patented by Eqtec Iberia. In 2012 he was one of the
founders of EBIOSS and became its CEO. EBIOSS is a holding company
developing biomass and waste power plants, listed on the Spanish
Stock Exchange since July 2013.
About EQTEC plc
The Enlarged Group's business model will involve sourcing and
providing assistance in developing waste elimination projects to
which it will ultimately sell its technology "EGT" and O&M
services. EGT enables project developers to construct waste
elimination plants converting the waste into electrical and thermal
energy. The high energy efficiency also provides project developers
with a competitive advantage allowing them to quote more
competitive gate fees for the waste supply.
EQTEC will source projects that have a local supply of waste in
need of conversion. It will build relationships and bring together
the developers, the waste owners, the building contractors and
funders and provide the technology and engineering services to the
projects. Furthermore, the Enlarged Group will provide O&M
services to the operating projects generating recurring revenues
over the life of the projects.
The Company is quoted on AIM and trades as EQT. Further
information on the Company can be found at www.eqtecplc.com.
About Eqtec Iberia
Eqtec Iberia is an engineering company founded in 1997 and
headquartered in Barcelona (Spain) specialising in the design,
construction, operation and maintenance of cogeneration plants and
electricity power, gasification power plants and renewable energy.
Eqtec Iberia has developed the Eqtec Gasifier Technology, the
proprietary gasification technology which converts biomass and
waste into a synthetic gas which can power a gas turbine to
generate electricity. Eqtec Iberia has implemented over 60 power
plant projects involving electricity and/or heat generation, with
capacities ranging from 60kW to 10 MW. EQTEC has developed and is
currently involved with projects in the UK, Spain, Portugal, India,
France, Germany, Italy and Bulgaria.
This information is provided by RNS
The company news service from the London Stock Exchange
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