LIB Libertine Holdings Plc

13 June 2024

This announcement does not constitute an announcement of a firm intention to make an offer under Rule 2.7 of the Takeover Code and there can be no certainty that any firm offer will be made, nor as to the terms on which any offer will be made.

This announcement contains inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("MAR").

Libertine Holdings PLC

("Libertine" the "Company" or the "Group")

Update on Strategic Review & Formal Sale Process

The board of directors of Libertine Holdings PLC (LSE AIM: LIB), a developer of Linear Generator technology, provides an update regarding the Strategic Review and Formal Sale Process announced on 29 April 2024.

Proposed Investment

Further to the Company's announcement on 21 May 2024, the Company has received an indicative, non-binding, conditional investment offer from potential strategic investors based in India and United Arab Emirates ("Equity Investors") of £2.0 million at 2.1 pence per ordinary share in the Company ("Ordinary Share") (the "Proposed Investment"). Each of the Equity Investors has proposed a £1.0 million tranche.

The Proposed Investment is subject to satisfactory completion of requisite due diligence processes by both the Company and the Equity Investors. At this stage, discussions on the Proposed Investment are ongoing and therefore there can be no certainty that the Proposed Investment or any other offer of investment, if forthcoming, will result in a transaction. The timing and terms of the Proposed Investment may be subject to change.

The Proposed Investment, if successful, would provide the Company with sufficient funding to approximately June 2025. The Company may seek to conduct a further raise potentially from new and existing investors to provide it with additional working capital beyond this point. Notwithstanding this position, the Company believes it will still likely require additional funds beyond June 2025 for further working capital purposes, given the Company is not expecting to achieve a breakeven position in this timeframe.

The Proposed Investment on the basis of the terms currently presented, could result in the issue of, in aggregate, up to 95,238,094 Ordinary Shares to the Equity Investors ("Subscription Shares") which would result in them holding, in aggregate, up to c.41% of the enlarged issued share capital of the Company, absent any additional equity raise.

Should only one of the two tranches of the Proposed Investment be forthcoming, this would provide the Company with sufficient funding to approximately December 2024 and therefore additional funds would likely be sought for further working capital purposes beyond this time horizon.

The Proposed Investment would be subject to, amongst other things: (i) the Equity Investors satisfactorily concluding its internal procedures and due diligence; (ii) the Company satisfactorily concluding its internal procedures and due diligence on the Equity investors; (iii) the Takeover Panel agreeing to waive the obligation under Rule 9 of the City Code on Takeovers and Mergers ("Takeover Code") to make a mandatory offer for the entire issued share capital of the Company, subject to the approval of the independent shareholders; and (iv) the Company obtaining the necessary shareholder authorities at a general meeting of shareholders of the Company to issue the Subscription Shares.

Formal sale process

The board of the Company has separately concluded that there is no prospect that an offer for the entire issued and to be issued share capital of the Company will be forthcoming by mid-June 2024 and has accordingly decided to terminate the formal sale process under the Takeover Code. The Company is not in discussions with any party in relation to a sale and is not in receipt of any approaches. Accordingly, the Company is no longer in an offer period and the requirement to make disclosures under Rule 8 of the Takeover Code has now ceased.

In the absence of further developments by mid-June 2024 giving the Board confidence that sufficient additional capital could be raised from investors, the Board may seek cancellation of admission of the Company's ordinary shares to trading on AIM and re-registration as a private limited company in order to attempt to undertake a solvent wind down of the Company, before reaching the end of its cash runway in mid-July 2024. A further announcement will be made in due course.

For more information, please visit www.libertine.co.uk or contact:

About Libertine

Founded in 2009, Libertine provides technology platform solutions for Original Equipment Manufacturers ("OEMs"), enabling efficient and clean power generation from renewable fuels, and more effective energy storage devices and gas compressor systems. Libertine was admitted to trading on the AIM market of the London Stock Exchange in December 2021. 

Libertine has created two technology platforms, each using the same core technology elements, which the Company provides to its OEM customers for their development of Linear Generator and Linear Motor products:

-       The intelliGEN™ platform enables the creation of clean, highly efficient and fuel-flexible Linear Generator products including:

•      Heavy-duty hybrid powertrains of trucks, buses, tractors, construction and mining equipment;

•      Medium and light-duty hybrid powertrains of commercial vehicles operating over longer distances;

•      A proportion of the passenger automotive market where vehicle use and recharging constraints are a barrier to battery electrification; and

•      A wide range of off-grid, portable power and distributed power generation applications.

-       The HEXAGEN^TM platform enables more effective energy storage, thermal power generation, waste heat recovery and gas compression products including:

•      Stirling Engine power generators and thermal energy storage systems;

•      Linear motor reciprocating compressor (LMRC) systems for hydrogen refuelling stations; and

•      Organic Rankine Cycle waste heat recovery systems.

These two platforms are a result of over a decade of development and performance validation of Libertine's proprietary core technology elements including its linear electrical machines, controls and developer tools, and are protected by a broad international portfolio of over 40 granted patents, with multiple further patents pending protecting recent developments.

The potential market for Linear Generator products goes well beyond the distributed power generation applications where Linear Generators are already in commercial use today, complementing intermittent renewable power with clean, on-demand power generation. Linear Generators also have the potential to complement battery electrification in hybrid powertrains, providing on-board power generation to address the practical and economic barriers to rapid adoption of clean electric propulsion using battery electric powertrain technology alone.

Working with OEMs from an early stage in the development cycle ensures Libertine's technology is effectively integrated into OEM products, maximising the performance and economic benefits provided by Libertine's platform technology. Libertine has developed a portfolio of over 30 granted patents in addition to a significant body of technical know-how generated since the Company's formation. The Company's senior management team and board includes executives with decades of deep technical experience in the automotive and energy industries.

Important Notices

Panmure Gordon, which is authorised and regulated by the FCA in the UK, is acting as Financial Adviser, Nominated Adviser and Broker exclusively for Libertine and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Libertine for providing the protections afforded to its clients or for providing advice in relation to matters referred to in this announcement. Neither Panmure Gordon, nor any of its affiliates, owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Panmure Gordon in connection with this announcement, any statement contained herein or otherwise.

This announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this announcement or otherwise.

This announcement (including any information incorporated by reference in this announcement), oral statements made regarding the formal sale process, and other information published by the Company contain statements about the Company that are or may be deemed to be forward looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "estimates", "projects" or words or terms of similar substance or the negative thereof, may be forward looking statements.

These forward-looking statements are not guarantees of future performance. Such forward-looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward-looking statements. Due to such uncertainties and risks, readers should not rely on such forward-looking statements, which speak only as of the date of this announcement. The Company disclaims any obligation or responsibility to update publicly or review any forward-looking or other statements contained in this announcement, except as required by applicable law.

The distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.

The Formal Sales Process relates to the securities of a UK company and is subject to UK procedural and disclosure requirements that are different from those of the United States. Any financial statements or other financial information included in announcement may have been prepared in accordance with non-US accounting standards that may not be comparable to the financial statements of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.  It may be difficult for US holders of shares to enforce their rights and any claims they may have arising under the US federal securities laws in connection with the Formal Sales Process, since the Company is located in a country other than the United States, and some or all of their officers and directors may be residents of countries other than the United States.  US holders of shares may not be able to sue the Company or its officers or directors in a non-US court for violations of the US securities laws.  Further, it may be difficult to compel the Company and its respective affiliates to subject themselves to the jurisdiction or judgment of a US court.

Publication on website

For the purposes of Rule 26.1 of the Takeover Code, a copy of this announcement will be made available (subject to certain restrictions relating to persons resident in restricted jurisdictions) on Libertine's website at www.libertine.co.uk promptly following its publication and in any event no later than 12 noon (London time) on the business day following the release of this announcement. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.