TIDMSAE
RNS Number : 7716I
SIMEC Atlantis Energy Limited
16 December 2020
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014 ("MAR")
16 December 2020
SIMEC ATLANTIS ENERGY LIMITED
("Atlantis", the "Company" and, together with its subsidiaries,
the "Group")
Atlantis announces Share Placement Agreement
Atlantis, the global sustainable energy generation company and
technology developer, is pleased to announce that it has entered
into a share placement agreement (the "Agreement") with New
Technology Capital Group, LLC (the "Investor"), a U.S.-based
investor, in relation to the issuance of new ordinary shares
(represented by dematerialised depositary interests, each
comprising an entitlement to one ordinary share) in the Company
(the "Shares") to raise up to GBP12,000,000.
The Investor will make an initial investment of GBP2,000,000 for
new Shares with the value of GBP2,090,000 on or about 17 December
2020. Additional investments of three tranches of GBP2,000,000 each
will be made by the Investor for new Shares with the value of
GBP2,090,000 per tranche approximately three, six and nine months
after the initial investment. Atlantis may also obtain further
additional investments from the Investor, in an aggregate amount of
up to GBP4,000,000, with the consent of the Investor, for new
Shares with the aggregate value of GBP4,180,000 after the initial
and subsequent investments. At the time of the initial investment,
Atlantis has agreed to issue to the Investor, conditional on
Admission (as defined below), 947,368 new Shares in satisfaction of
a commencement fee due to the Investor, 1,800,000 new Shares for an
aggregate subscription price of a nominal amount, to be applied
against the new Shares to be issued in the investments, and
1,900,000 warrants with an exercise period of 36 months from the
date of issue (the "Warrants") with an entitlement to subscribe for
one new Share per Warrant at an exercise price of GBP0.30371. The
Agreement can be cancelled prior to the second tranche of
investment at the election of Atlantis for a cancellation fee of
GBP48,000. Further information regarding the Agreement is set out
below.
The proceeds derived from the Agreement are intended to be used
to allow Atlantis to take advantage of investment opportunities
arising over the course of next year across the Company's tidal
energy, waste to energy, hydro and sustainable infrastructure
project portfolio.
Tim Cornelius, CEO of Atlantis, said:
"We are delighted to be working with a US institutional investor
who is backing Atlantis to continue to create shareholder value
through further strategic investment across our diverse project
pipeline. Putting this Agreement in place is prudent in these
unpredictable times leading into BREXIT and post COVID-19 recovery
and access to investment capital will allow our project teams to
ensure we are capable of capitalising on new opportunities that we
expect will present themselves during 2021."
FURTHER TERMS OF THE AGREEMENT
Principal terms of the investment and issue
As mentioned above, the Investor will make an initial investment
of GBP2,000,000 for new Shares with the value of GBP2,090,000 on or
about 17 December 2020, with additional investments of three
tranches of GBP2,000,000 each being made by the Investor for new
Shares with the value of GBP2,090,000 per tranche approximately
three, six and nine months after the initial investment. Atlantis
may also obtain further additional investments in an aggregate
amount of up to GBP4,000,000, with the consent of the Investor, for
new Shares with an aggregate value of GBP4,180,000 after the
initial and subsequent investments. To ensure that the investments
are rationally sized relative to the Company's market
capitalisation, and to minimise the potential for dilution, the
Investor is entitled to reduce the amount of the third and fourth
tranches of investment such that (if applicable) each of those
investments does not exceed 1.75 per cent. of the Company's
prevailing market capitalisation or 30 per cent. of its prevailing
market volume over a specified period of time.
Each investment made by the Investor under the Agreement will be
made by way of prepayment for new Shares to be issued, at the
Investor's request, within 24 months of the date of the
corresponding prepayment (the "Placing Shares"). The number of
Placing Shares to be issued in respect of each prepayment will be
determined by dividing the gross value of the investment (or a part
thereof) by the average of the five daily volume-weighted average
prices during a specified period immediately prior to the date of
issuance of the new Shares, subject to rounding (the "Placement
Price"), but subject to the Floor Price described below. The
Placement Price will be subject to five and ten per cent. discounts
to such price in respect of Placing Shares issued subsequent to the
dates that are nine and eighteen months, respectively, after the
corresponding prepayment. In the event that the Placement Price is
below a floor price of GBP0.07 ("Floor Price"), Atlantis may repay
in cash (with a 5 per cent. premium) the amount of the investment
for which Placing Shares would otherwise be issued at that price,
subject to the Investor's right to receive Placing Shares at the
Floor Price in that circumstance.
The Placing Shares will only be able to be issued to the extent
that Atlantis has corporate authority to do so. To this end, in the
absence of such authority, Atlantis may be required in certain
circumstances to repay in cash the amount of the investment for
which Placing Shares would otherwise be issued. In addition to the
rights to cash repayment in circumstances where the Placement Price
is below the Floor Price, Atlantis has the right, at its option and
until 90 days after the entry into the Agreement, to repay all
investment amounts that it has received in respect of which Placing
Shares are not yet issued or requested to be issued, provided that
the Investor can require 30 per cent. of any such repayment to be
satisfied by the issue of Placing Shares. Further, Atlantis has the
right, at its option and without the limit of time, to repay all
investment amounts that it has received in respect of which Placing
Shares are requested to be issued, but at a price equal to the
number of such Placing Shares multiplied by the greater of the
Placement Price and the market price of the Company's Shares.
Conditions precedent and postponement and termination rights
Each investment and issue of Placing Shares is subject to a
number of conditions precedent and the Agreement includes
representations, warranties and indemnities by the Company in
favour of the Investor, in each case, that are customary for a
transaction of this nature. The Agreement also contains rights for
both parties to postpone an investment by the Investor and to
terminate the Agreement in certain circumstances.
Both parties may postpone an investment by the Investor in
relation to its third and fourth tranches of investment for up to
90 days on one occasion only during the term of the Agreement. In
the case of the Investor, it may also postpone the second, third
and fourth tranches of investment for up to 60 days if the market
price of the Company's Shares is equal to or less than a base price
of GBP0.13 per Share (in the case of the third and fourth tranches)
and GBP0.05 per Share (in the case of the second tranche) for two
consecutive trading days. If during the period of postponement the
market price does not recover to equal or exceed that price for an
agreed period then the Investor will have the right to elect to
terminate the Agreement. In the case of Atlantis, it will have the
right to elect to terminate the Agreement (and not to consummate
the second, third and fourth tranches of investment) if the market
price of the Company's Shares is less than a cancellation floor
price of GBP0.20 per Share. As noted above, Atlantis will also have
the right to terminate the Agreement regardless of market price if
it does so prior to the second tranche of investment and upon the
payment of a cancellation fee of GBP48,000.
The Agreement also contains a number of other termination rights
(including for events of default) that are similarly typical for a
transaction of this nature. The Investor's obligation to provide
further funding ceases if an event of default takes place and, in
all but limited circumstances, in the event of default, the
Investor may require Atlantis to repay all investment amounts that
it has received in respect of which Placing Shares are not yet
issued.
Restrictions agreed by the Investor and Atlantis
The Investor has agreed to certain limits on its ability to
dispose of Shares following the issue to them of any Placing Shares
under the Agreement. The Investor is also contractually precluded
from short-selling the Shares or undertaking certain other
prohibited activities in relation to the Shares.
Atlantis is also required to adhere to certain negative
covenants, including a restriction on engaging in a similar
transaction from the date of the Agreement until the date that is
90 calendar days after the later of the termination of the
Agreement and the date all investments and issues of Placing Shares
that could occur have occurred in accordance with the Agreement
(for clarity, the Agreement does not restrict the Company from
raising additional capital in an equity placing or placings). In
addition, Atlantis has agreed not to undertake certain other
actions (including, among others, not to dispose of a substantial
part of its assets, not to materially change the nature of its
business, not to incur indebtedness that ranks senior to or pari
passu with the transaction contemplated in this announcement, and
not to undertake certain actions with respect to its share capital)
for so long as a material investment amount remains outstanding or
there are issues of Placing Shares that could still occur in
accordance with the Agreement.
Issue of other new Shares and Warrants
Concurrent with the initial investment, Atlantis will issue
1,800,000 new Shares to the Investor at that time for an aggregate
subscription price of a nominal amount. As a separate matter, the
Investor has contractually agreed that if that number of Shares is
not applied towards the satisfaction of the Company's obligation to
issue Placing Shares under the Agreement, the Investor will make an
equivalent cash payment (determined by reference to the Placement
Price) to the Company in lieu thereof.
Also as mentioned above, at the same time as the initial
investment, Atlantis will also issue to the Investor 947,368 new
Shares in satisfaction of a fee due to the Investor, as well as
1,900,000 Warrants with an exercise period of 36 months from the
date of issue with an entitlement for the Investor (or any
subsequent holder of the Warrants) to subscribe for one new Share
per Warrant at an exercise price of GBP0.30371.
The mechanics of exercising the Warrants are set out in a
warrant instrument (the "Instrument"). Similar to the Placing
Shares, any new Shares to be issued upon exercise of any Warrants
will only be able to be issued to the extent that Atlantis has
corporate authority to do so. The Instrument confers certain
information rights to the warrant holders and warrant holders will
have a right to attend meetings of members of the Company, however
they will not be entitled to speak or vote at meetings. Atlantis is
also required to adhere to certain negative covenants under the
Instrument which are aligned with, but more limited in number than,
those in the Agreement.
ADMISSION
Application will be made to the London Stock Exchange for
admission of an aggregate of 2,747,368 new Shares to be issued,
conditional on admission, at the time of the initial investment,
and dealings are expected to become effective on or about 22
December 2020 ("Admission"). On Admission, such new Shares will
rank pari passu with the Company's existing Shares.
Subsequent application will be made for any further Placing
Shares issued and allotted to the Investor and any new Shares to be
issued and allotted upon exercise of any Warrants to be admitted to
trading on AIM. As above, such further Shares will only be able to
be issued to the extent that the Company has corporate authority to
do so.
Following Admission, the Company will have 494,325,023 Shares in
issue (none of which are held in treasury). The total voting rights
in the Company is therefore 494,325,023 and shareholders may use
this figure as the denominator by which they are required to notify
their interest in, or change to their interest in, the Company
under the Disclosure Guidance and Transparency Rules.
-- ENDS --
Enquiries:
+44 (0) 7739 832
SIMEC Atlantis Energy Limited 446
Sean Parsons, Director of
External Affairs
----------------------
Investec Bank PLC - NOMAD +44 (0) 20 7597
and Joint Broker 5970
----------------------
Jeremy Ellis
Sara Hale
Ben Griffiths
----------------------
Arden Partners PLC - Joint
Broker +44 (0) 20 7614 5900
----------------------
Ruari McGirr
Richard Johnson
Simon Johnson
----------------------
Notes to Editors
SIMEC Atlantis Energy
Atlantis is a global developer, owner and operator of
sustainable energy projects with a diverse portfolio in various
stages of development. This includes a 77 per cent. stake in the
world's largest tidal stream power project, MeyGen, 100 per cent.
of the 220MW Uskmouth Power Station conversion project and 100 per
cent. of Green Highland Renewables, a leading developer of
mini-hydro projects.
https://www.simecatlantis.com/
More on the MeyGen Project:
https://simecatlantis.com/projects/meygen/
More on the Uskmouth Project:
https://simecatlantis.com/project-development-operation/simec-uskmouth-power/
Market Abuse Regulation
The information contained within this announcement is inside
information as stipulated under MAR. Upon the publication of this
announcement, this inside information is now considered to be in
the public domain. The person responsible for arranging for the
release of this announcement on behalf of Atlantis is Tim
Cornelius, Chief Executive Officer of Atlantis.
Important notice
The new Shares referred to herein have not been and will not be
registered under the US Securities Act of 1933, as amended (the "US
Securities Act"), and may not be offered or sold in the United
States except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the US Securities
Act. There will be no public offering of the Shares in the United
States.
Forward-looking statements
Certain statements in this announcement are forward-looking
statements which are based on the Company's expectations,
intentions and projections regarding its future performance,
anticipated events or trends and other matters that are not
historical facts. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "could", "intend",
"estimate", "expect" and words of similar meaning, include all
matters that are not historical facts. These forward-looking
statements involve risks, assumptions and uncertainties that could
cause the actual results of operations, financial condition,
liquidity and dividend policy and the development of the industries
in which the Group will operate to differ materially from the
impression created by the forward-looking statements. These
statements are not guarantees of future performance and are subject
to known and unknown risks, uncertainties and other factors that
could cause actual results to differ materially from those
expressed or implied by such forward-looking statements. Given
those risks and uncertainties, prospective investors are cautioned
not to place undue reliance on forward-looking statements.
Forward-looking statements speak only as of the date of such
statements and, except as required by the Financial Conduct
Authority, the London Stock Exchange plc or applicable law, the
Company undertakes no obligation to update or revise publicly any
forward-looking statements, whether as a result of new information,
future events or otherwise.
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END
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