TIDMNCCL
RNS Number : 4119T
Ncondezi Energy Limited
25 March 2021
News Release
CEO Share Subscription
25 March 2021: Ncondezi Energy Limited ("Ncondezi" or the
"Company") (AIM: NCCL) announces the issue of 4,352,403 ordinary
shares of no par value in the Company ("Ordinary Shares") in
aggregate (together the "New Ordinary Shares") in lieu of certain
deferred salaries, awarded bonuses and outstanding contractor,
adviser and consultant fees .
Highlights
-- The Company's CEO, Hanno Pengilly, has subscribed for
3,240,401 Ordinary Shares in aggregate (the "CEO Subscriptions")
comprising:
o 1,996,755 Ordinary Shares at 4.5p per Ordinary Share (being
the November 2020 placing price) in relation to contractual bonuses
due to him on the achievement of various milestones in 2019 and
2020; and
o 1,243,646 Ordinary Shares issued at 3.0p per Ordinary Share
(being the May 2020 placing price) in relation to his deferred
salary between April 2020 and November 2020.
-- 754,860 Ordinary Shares issued at 3.0p per share (being the
May 2020 placing price) to certain employees, contractors and
consultants to the Company in relation to outstanding deferred
salaries and fees accrued between April 2020 and November 2020.
-- 357,142 Ordinary Shares issued at 4.2p per share (being the
30 day VWAP to 23 March 2021) in lieu of outstanding adviser
fees.
-- Hanno Pengilly has agreed to enter into a lock-in agreement
with the Company in relation to the 3,240,401 Ordinary Shares being
issued to him in relation to the CEO Subscriptions such that he
will not be able to sell any of these shares for a period of 3
years from the date of issue without the prior permission of the
Company.
Application will be made for the admission of the New Ordinary
Shares to trading on AIM ("Admission"), with Admission expected to
take place on or around 30 March 2021. The New Ordinary Shares will
rank pari passu in all respects with the existing Ordinary Shares
of the Company.
Total Voting Rights
Following Admission, the Company's issued share capital will
comprise 370,714,119 Ordinary Shares, each with voting rights. The
above figure of 370,714,119 Ordinary Shares 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 Disclosure and Transparency Rules.
Ncondezi Chairman, Michael Haworth said:
"Today's announcement confirms the execution of commitments made
in May and November 2020 by the Company's senior management, key
contractors and consultants to align themselves with shareholders
by taking shares in lieu of salaries, fees and bonuses. At the
height of the COVID-19 pandemic, 30% of salaries and fees were
deferred for 8 months to ensure that the Company was adequately
funded until the end of 2020. Hanno Pengilly also confirmed, in
November 2020 his intention to subscribe for shares in the company
in relation to all of his 2019 and 2020 bonus due to him."
May 2020 Deferred Salaries and Fees
On 15 May 2020, as part of the Company's GBP650,000 placing and
subscriptions announcement, the senior management team and certain
contractors and consultants to the Company agreed to defer 30% of
salaries and fees until 30 November 2020 amounting to GBP48,114.
Agreement has been reached for GBP22,646 of the deferred salaries
and fees to be satisfied through the issue of 754,860 Ordinary
Shares at the 15 May 2020 placing price of 3.0p per Ordinary
Share.
Separately, Hanno Pengilly has agreed to subscribe for 1,243,646
shares at the 15 May 2020 placing price of 3.0p per Ordinary Share
in relation to the deferral of 30% of his salary between 1 April
2020 and 30 November 2020.
Hanno Pengilly 2019 and 2020 Performance Bonus
On 25 November 2020, as part of the Company's GBP750,000
placing, Hanno Pengilly confirmed his intention to apply up to
US$120,000 of any contractual bonus due to him on the achievement
of various milestones in 2019 and 2020 in subscribing for new
ordinary shares in the Company at the November 2020 placing price
of 4.5p per Ordinary Share. Consequently, Mr Pengilly has
subscribed for 1,996,755 Ordinary Shares at 4.5p per share which
represents the full bonus due to him.
Related Party Transactions
The CEO Subscriptions constitute related party transactions for
the purposes of AIM Rule 13 of the AIM Rules for Companies.
Accordingly, the independent directors (being all of the Company's
directors other than Hanno Pengilly), consider, having consulted
with the Company's Nominated Adviser, Liberum Capital, that the
terms of the Share Subscriptions are fair and reasonable insofar as
the Company's shareholders are concerned.
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.
Enquiries
For further information please visit www.ncondezienergy.com or
contact:
Ncondezi Energy 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
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 Hanno Pengilly
--------------------- ----------------------------------------------
2 Reason for the notification
---------------------------------------------------------------------
a) Position/status Chief Executive Officer
--------------------- ----------------------------------------------
b) Initial notification Initial notification
/Amendment
--------------------- ----------------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
---------------------------------------------------------------------
a) Name Ncondezi Energy Limited
--------------------- ----------------------------------------------
b) LEI 2138003W75PP9STE9J18
--------------------- ----------------------------------------------
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 Issue of shares in lieu of salary and bonuses
the transaction
--------------------- ----------------------------------------------
c) Price(s) and Price(s) Volume(s)
volume(s) 4.5p 1,996,755
3.0p 1,243,646
-----------
--------------------- ----------------------------------------------
d) Aggregated
information
- Aggregated 3,240,401
volume
- Price Average price of 3.75p
--------------------- ----------------------------------------------
e) Date of the 24 March 2021
transaction
--------------------- ----------------------------------------------
f) Place of the London Stock Exchange, AIM
transaction
--------------------- ----------------------------------------------
About Ncondezi Energy
Ncondezi is an African power development company with an
advanced staged, integrated 300MW thermal coal power plant and mine
project located in the Tete Province, Northern Mozambique.
The Company is focused on providing reliable, affordable and
accessible baseload energy to Mozambique and secure against the
effects of water drought and intermittency of new renewables. This
project supports Mozambique's energy strategy of universal
electricity access by 2030. According to the World Bank, only 30%
of the Mozambican population had access to energy in 2017. The
Ncondezi Project would provide 300MW of reliable and available
power helping to close the infrastructure gap of the region and
serving as a catalyst for economic development.
The power plant will be designed to be equipped with
state-of-the-art emissions controls technologies that will reduce
local air pollutants, minimizing the plant's impact on the
environment and ensuring its compliance with the most stringent
emission standards
In 2019, the Company entered into the Commercial and Industrial
("C&I") renewable and battery storage sector
and in October 2019 announced its first investment in an off
grid solar battery project. The Company has also
secured the right to fund a US$5.5m C&I project development
pipeline in Mozambique through a Relationship
Agreement with a C&I developer. The move into the C&I
solar and battery storage sector offers a significant
opportunity for the Company to complement the existing
large-scale baseload power project and access nearterm low-risk
annuity income streams which have significant growth potential.
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