TIDMAFC
RNS Number : 8940W
AFC Energy Plc
15 February 2017
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulations (EU) No. 596/2014. Upon the
publication of this announcement via a Regulatory Information
Service ("RIS"), this inside information is now considered to be in
the public domain.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED
STATES, AUSTRALIA, CANADA, THE REPUBLIC OF IRELAND, THE REPUBLIC OF
SOUTH AFRICA, JAPAN, NEW ZEALAND OR ANY JURISDICTION WHERE TO DO SO
MIGHT CONSTITUTE A VIOLATION OF LOCAL SECURITIES LAWS OR
REGULATIONS.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR
ISSUE, OR ANY SOLICITATION OF ANY OFFER TO PURCHASE OR SUBSCRIBE
FOR, ANY NEW ORDINARY SHARES, NOR SHALL IT (OR ANY PART OF IT), OR
THE FACT OF ITS DISTRIBUTION, FORM THE BASIS OF, OR BE RELIED ON IN
CONNECTION WITH, OR ACT AS ANY INDUCEMENT TO ENTER INTO, ANY
CONTRACT OR COMMITMENT WHATSOEVER WITH RESPECT TO THE PROPOSED
PLACING.
AFC Energy PLC
("AFC Energy" or the "Company")
Result of Placing and Subscription
Key Highlights
-- Placing and Subscription to raise GBP6 million through the
issue of 60,000,000 New Ordinary Shares
-- Issue Price of 10 pence per New Ordinary Share
-- The Fundraising is with new blue-chip institutional investors and other investors
-- Cantor Fitzgerald Europe acted as sole bookrunner in respect of the accelerated bookbuild
-- Opportunity for Qualifying Shareholders to invest on equal terms
AFC Energy, the industrial fuel cell power company, is pleased
to announce that, following its earlier announcement, the Company
has conditionally raised gross proceeds of GBP6 million through the
successful Placing of 58,500,000 New Ordinary Shares and
Subscription of 1,500,000 New Ordinary Shares, in aggregate
60,000,000 New Ordinary Shares at a price of 10 pence per New
Ordinary Share. Cantor Fitzgerald Europe and M C Peat & Co LLP
acted as Joint Brokers in relation to the Placing.
The net proceeds of the Placing and Subscription (being
approximately GBP5.5 million and to be supplemented by any
additional funds raised through the Open Offer) will be used to
support the Company on its journey to commercialisation, and
specifically for:
-- delivery of its commitments under the Company's joint
development agreement with De Nora S.p.A. ("De Nora");
-- business case development with De Nora;
-- scoping study completion with Peel Environmental Limited and
other third parties in advance of any potential project
deployment;
-- funding the ongoing operation of the Company's demonstration
plant at Stade, together with ongoing testing costs; and
-- general administrative expenses and ongoing working capital.
The Issue Price represents a discount of 40.3 per cent. to the
mid-market closing price of 16.75 pence on 13 February 2017. The
Fundraising is not being underwritten and is conditional on, inter
alia, admission of the New Ordinary Shares to trading on AIM. The
Fundraising is conditional upon the approval of the Resolutions at
the General Meeting of the Company scheduled to take place at
Chelsea Football Club, Stamford Bridge, London SW6 4HS at 11 a.m.
on 3 March 2017. The Placing Shares and Subscription Shares will
represent approximately 15.35 per cent. of the Company's Enlarged
Share Capital.
Application will be made to the London Stock Exchange for the
New Ordinary Shares to be admitted to trading on AIM and it is
expected that such admission will occur at 8.00 a.m. on 9 March
2017 ("Admission"). The New Ordinary Shares will be issued credited
as fully paid and will rank in full for all dividends and other
distributions declared, made or paid after the admission of the New
Ordinary Shares and will otherwise be identical to and rank on
Admission pari passu in all respects with the Existing Ordinary
Shares. The New Ordinary Shares are not being made available to the
public and are not being offered or sold in or into any
jurisdiction where it would be unlawful to do so.
Following Admission, excluding any shares which may be issued
pursuant to under the Open Offer, the Company will have 370,263,943
ordinary shares of 0.1 pence each ("Ordinary Shares") in issue,
none of which will be held in treasury.
Related Party Transactions
Yady Worldwide S.A. ("Yady") is a company that is wholly owned
by Ben White, son of Howard White, and his relations and their
investment vehicles, the Age of Reason Foundation and Eturab who
currently hold over 10 per cent. of the Existing Share Capital.
Yady and Howard White have together agreed with the Company to
subscribe for 1,500,000 Subscription Shares in the Subscription. As
Yady and Howard White (the "Related Parties") together are treated
as a "substantial shareholder" of the Company, its participation in
the Subscription constitutes a "related party transaction" under
the AIM Rules.
Tim Yeo, Adam Bond, James Gibson, Mitchell Field, Eugene
Tenenbaum and Eugene Shvidler (together the "Independent
Directors") consider, having consulted with the Company's nominated
adviser, Cantor Fitzgerald Europe, that the terms of the Related
Parties participation in the Subscription are fair and reasonable
insofar as the Company's Shareholders are concerned.
Tim Yeo, Chairman of AFC Energy, commented:
"AFC Energy recognises the value that can be delivered through
institutionalisation of the share register, and following growing
interest from blue-chip financial institutions in recent weeks, the
Company is pleased to announce the successful completion of the
accelerated book build. Institutionalisation of AFC Energy's share
register recognises the strong progress we have made over the last
three years. Our technical developments and project development
opportunities now position us to capitalise on a number of emerging
project opportunities.
The Board also recognises the importance of our retail
shareholder base and in recognition of our shareholders' ongoing
support, we have offered the opportunity to our shareholders to
participate in the Open Offer on the same terms as the Placing and
Subscription.
The Board are confident this fundraise will strengthen AFC
Energy for a number of technical and importantly, project specific
successes throughout the course of 2017."
Terms used but not defined in this announcement shall have the
meanings given to them in the announcement released via RNS at 1.00
p.m. this afternoon.
For further information, please contact:
AFC Energy plc
Adam Bond (Chief Executive Officer) +44 (0) 20 3697 1209
Cantor Fitzgerald Europe - Nominated Adviser and Joint Broker
Andrew Craig
Richard Salmond +44 (0) 20 7894 7000
M C Peat & Co LLP - Joint Broker
Charlie Peat +44 (0) 20 7104 2334
Lionsgate Communications - Public Relations
Jonathan Charles +44 (0) 20 3697 1209
Forward-looking statements
This announcement contains statements about AFC Energy plc that
are or may be deemed to be "forward-looking statements".
All statements, other than statements of historical facts,
included in this announcement may 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", "should", "anticipates",
"estimates", "projects", "would", "could", "continue" or words or
terms of similar substance or the negative thereof, are
forward-looking statements. Forward-looking statements include,
without limitation, statements relating to the following: (i)
future capital expenditures, expenses, revenues, earnings,
synergies, economic performance, indebtedness, financial condition,
dividend policy, losses and future prospects and (ii) business and
management strategies and the expansion and growth of the
operations of AFC Energy plc.
These forward-looking statements are not guarantees of future
performance. These forward-looking statements involve known and
unknown risks, uncertainties and other factors which may cause the
actual results, performance or achievements of any such person, or
industry results, to be materially different from any results,
performance or achievements expressed or implied by such
forward-looking statements. These forward-looking statements are
based on numerous assumptions regarding the present and future
business strategies of such persons and the environment in which
each will operate in the future. Investors should not place undue
reliance on such forward-looking statements and, save as is
required by law or regulation (including to meet the requirements
of the AIM Rules, the Prospectus Rules and/or the FSMA), AFC Energy
plc does not undertake any obligation to update publicly or revise
any forward-looking statements (including to reflect any change in
expectations with regard thereto or any change in events,
conditions or circumstances on which any such statement is based).
All subsequent oral or written forward-looking statements
attributed to AFC Energy plc or any persons acting on their behalf
are expressly qualified in their entirety by the cautionary
statement above. All forward-looking statements contained in this
announcement are based on information available to the Directors of
AFC Energy plc at the date of this announcement, unless some other
time is specified in relation to them, and the posting or receipt
of this announcement shall not give rise to any implication that
there has been no change in the facts set forth herein since such
date.
About AFC Energy
AFC Energy plc has developed and successfully operated an
alkaline fuel cell system ("KORE"), which converts hydrogen into
"clean" electricity. AFC Energy's key project POWER-UP demonstrated
the world's largest operational alkaline fuel cell system at Air
Products' industrial gas plant in Stade, Germany in January 2016.
The Company is now looking to build upon an already established
pipeline of commercial opportunities and drive the findings from
the development phase of the technology into a technically
optimised and commercially relevant fuel cell system. For further
information, please visit our website: www.afcenergy.com.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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