TIDMARL
RNS Number : 3344Z
Atlantis Resources Limited
14 December 2017
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014.
THIS ANNOUNCEMENT, INCLUDING INFORMATION CONTAINED HEREIN, IS
RESTRICTED AND IS NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED
STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATES OF
THE UNITED STATES AND THE DISTRICT OF COLUMBIA) (COLLECTIVELY, THE
"UNITED STATES"), CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH
AFRICA OR IN OR INTO ANY OTHER JURISDICTION IN WHICH SUCH
PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE PROHIBITED BY ANY
APPLICABLE LAW.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT
AND DOES NOT CONSTITUTE, CONTAIN OR FORM PART OF AN OFFER TO SELL
OR ISSUE OR A SOLICITATION TO BUY, SUBSCRIBE FOR OR OTHERWISE
ACQUIRE, ANY SECURITIES IN THE UNITED STATES, CANADA, AUSTRALIA,
JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN
WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.
14 December 2017
Atlantis Resources Limited
("Atlantis" or the "Company")
Proposed Acquisition of SIMEC Uskmouth Power Limited, Creation
of a Renewable Energy Platform and Change of Name to SIMEC Atlantis
Energy Limited
The boards of directors of Atlantis and SIMEC UK Energy Holdings
Limited ("SIMEC"), a GFG Alliance company, are pleased to announce
that that they have signed a conditional share purchase agreement
("Share Purchase Agreement") pursuant to which Atlantis (or a
wholly owned subsidiary of Atlantis) has agreed to acquire the
entire issued share capital of SIMEC Uskmouth Power Limited ("SUP")
in consideration for the issue to SIMEC of new Atlantis Ordinary
Shares representing 49.99 per cent. of the share capital of
Atlantis (the "Acquisition").
The SIMEC group already owns an interest in Tidal Lagoon plc,
the company developing tidal lagoon opportunities in Wales and
north-west England. The Acquisition provides a means for SIMEC to
obtain a material stake in Atlantis's portfolio of tidal stream and
barrage projects, including Atlantis's flagship MeyGen project in
northern Scotland and the Wyre estuary project in Lancashire as
well as international opportunities in Europe, Asia and North
America. The broader transaction provides a route to further
diversification and growth of this portfolio through engagement
with the GFG Alliance.
SUP is the owner of a power plant in South Wales (the "Plant"),
and following completion of the Transaction it is intended that 220
MW of capacity at the Plant will be converted to use an
end-of-waste energy pellet as fuel ("Conversion"). The converted
Plant, which is intended to enter commercial operations in 2020,
will sell all its power under two 20 year power purchase agreements
("PPAs") to GFG Alliance companies, and will receive fuel under a
proposed 20 year fuel supply agreement ("FSA") with a joint venture
company to be partly owned by a Liberty House Group company and
partly owned by Dutch recycling group N+P Group BV ("N+P").
Atlantis and SIMEC have agreed the terms of the Route-to-Market PPA
and have agreed the principal terms of the Fixed Price PPA and the
FSA each as described below.
The Transaction is anticipated to be the first of a number of
acquisitions from the GFG Alliance that will transform Atlantis
into a diversified renewable energy company of scale owning high
quality development and generating assets across the sustainable
energy spectrum, supplementing its existing portfolio of assets. In
view of this intention, Atlantis and SIMEC have agreed the
principal terms of a proposed Relationship Agreement which will,
inter alia, provide Atlantis with investment rights through a right
of first offer to a pipeline of renewable power assets owned or
subsequently acquired by the GFG Alliance.
The Acquisition constitutes a reverse takeover of Atlantis under
the AIM Rules and is conditional, inter alia, upon Atlantis
Shareholder approval and, as a result of the size of SIMEC's
shareholding in Atlantis immediately following completion of the
Acquisition ("Completion"), the grant by the Securities Industry
Council of Singapore ("SIC") of the waiver of the obligation of
SIMEC and its concert parties to make a mandatory offer for
Atlantis under Rule 14 of the Singapore Takeover Code ("Rule 14
Waiver") that would otherwise arise.
It is proposed to seek Atlantis Shareholder approval at a
General Meeting of Atlantis which is expected to be convened (at
the time the Admission Document is posted), and held during the
first quarter of 2018.
Trading in Atlantis's Ordinary Shares will be suspended this
morning, 14 December 2017, with effect from 7.30 a.m. The
suspension will be lifted upon the publication of an Admission
Document concerning Atlantis (as enlarged following the acquisition
of SUP) in accordance with the AIM Rules.
Whilst a binding Share Purchase Agreement has been executed in
respect of the Transaction, there is further documentation which is
required to be agreed between Atlantis and SIMEC. Accordingly,
there can be no certainty that the Transaction will be concluded
successfully. It is expected that the Admission Document will be
published during the first quarter of 2018. If the Transaction is
not going to proceed for any reason or the Share Purchase Agreement
is terminated, Atlantis will make an announcement through a
regulatory information service and trading in the Atlantis Ordinary
Shares will cease to be suspended.
Transaction Highlights
-- Immediate acquisition of a significant power generation asset
which, following Conversion, is expected to provide long-term
contracted cash flows for Atlantis Shareholders (including to
service medium to long-term senior debt intended to be raised for
the purposes of the Conversion).
-- Creation of a listed and enlarged renewable energy platform
including Atlantis's existing tidal energy assets and the converted
Plant.
-- Transformational transaction for Atlantis giving Atlantis a
right of first offer on a portfolio of renewable power generation
assets currently owned or subsequently acquired by the GFG Alliance
in order to build a diversified renewable energy company of scale,
provided that the board of Atlantis concludes that each acquisition
should generate attractive returns for all shareholders in
Atlantis.
-- Establishment of a value-enhancing formal and long term
relationship with SIMEC and the GFG Alliance whereby SIMEC will
become the holder of 49.99 per cent. of the share capital in
Atlantis immediately following completion of the Transaction.
-- SIMEC will be entitled to nominate two persons to be
directors of Atlantis following Completion and will enter into a
relationship agreement regulating the relationship between Atlantis
and SIMEC after Completion, including customary provisions
requiring transactions between Atlantis and SIMEC to be on arm's
length terms and other governance arrangements, including a
standstill agreement and a lock-in agreement.
-- Upon Re-admission, Atlantis will be renamed "SIMEC Atlantis
Energy Limited" and will gain access to a broader range of in-house
expertise and funding opportunities from the GFG Alliance as well
as enhancing its national and international profile.
-- 20 year power purchase agreements proposed to be entered into
with GFG Alliance companies for the converted Plant which will
cover all power volumes generated providing downside protection and
minimum contracted cash flows for attractive debt financing while
maintaining upside linked to forward day-ahead electricity prices
in the UK. There will be a GBP27.50 per MWh floor price for the
Route to Market PPA and a fixed price of GBP90 per MWh for the
Fixed Price PPA.
-- 20 year fixed price fuel supply agreement proposed to be
entered into with all fuel for the converted Plant being supplied
by a company to be jointly owned by a Liberty House Group company
and Dutch recycling group N+P. These entities will also provide a
corporate guarantee in relation to the obligations and liabilities
under the FSA.
-- Intention for SUP to enter into a fixed price, date certain
turn-key construction contract for the Conversion, with medium to
long-term senior debt financing.
-- Conversion works are intended to commence in 2018 following
completion of the front end engineering and design phase.
-- Atlantis expected to carry out a further equity fund raising
(form, size and pricing to be determined) for working capital
purposes in connection with the Transaction.
Based on the most recent unaudited accounts for the year ended
31 March 2017, the net asset value of SUP was approximately US$76.1
million (approximately GBP60.8 million(1) ) and it generated
turnover of approximately US$94.4 million (approximately GBP72.4
million(2) ) and a net loss of approximately US$7.2 million
(approximately GBP5.5 million(2) ) due to mothballing the Plant
while it awaits conversion work to start(3) . These financial
results do not include the benefit of the Conversion or the PPAs
and FSA.
Atlantis is expected to carry out an equity fund raising for
working capital purposes in connection with the Transaction which,
if it proceeds, would be implemented in conjunction with the
Transaction. Details of the form, size and pricing of any such
equity fund raising will be announced at the time of posting of the
Admission Document in connection with the Transaction.
Atlantis Shareholders should be aware that Completion is
conditional upon a number of conditions precedent. Further details
of these conditions are set out below under the heading "Principal
Terms of the Acquisition and Documentation".
Tim Cornelius, CEO of Atlantis commented:
"Following the establishment of Atlantis Energy earlier this
year, we are excited about the Transaction and the partnership with
SIMEC and the broader GFG Alliance which will enable us to
accelerate our growth and the diversity of our business. The
acquisition of SUP, together with the 20 year power purchase
agreements and 20 year fuel supply agreement, is significant in
itself and we believe the Transaction will deliver material value
to Atlantis Shareholders through the robust contractual structure
we intend to put in place. The due diligence findings and pre-FEED
work carried out to date by leading global engineering firms,
support our conversion strategy and we will be fully focused on
ensuring that the necessary work is undertaken to allow conversion
work on the Plant to start as soon as possible following
Completion.
"Along with the investment in SUP, the establishment of a formal
and long term relationship with SIMEC and the GFG Alliance will be
transformational for our Company as we seek to create a diversified
renewable energy platform of scale. SIMEC and the GFG Alliance are
highly respected within the industry and will significantly enhance
our visibility on the international stage. We see additional
material value for Atlantis Shareholders in what we believe is the
high quality renewable power asset pipeline to which Atlantis will
potentially have access following completion of the
Transaction."
Jay Hambro, SIMEC's Chief Investment Officer and CEO of Mining
and Energy commented:
"We have great respect for the management and technical team at
Atlantis and are looking forward very much to working with them to
create a major platform in the renewable energy sector. We are
particularly excited about this opportunity to expand our
investment in the tidal power sector which we see as a
game-changing technology that holds huge possibilities for cheap,
clean power in the future. This is also a major step towards our
ambition to create 1 gigawatt of renewable energy capacity in the
UK within the next three years
Our intention is to be a long-term supportive shareholder in
Atlantis and to work with the management and Board of Atlantis to
create value for all shareholders in Atlantis. Our commitment to
making a success of creating a renewable energy platform is
evidenced by SIMEC's successful track-record in investing in the UK
energy sector and the re-naming of the enlarged business as SIMEC
Atlantis Energy Limited. Since acquiring SUP, we have invested
significant funds in its development and are fully committed to
delivering its conversion to use an end-of-waste energy pellet
rather than coal. We want to see SIMEC Atlantis Energy Limited
accelerate its development into a diversified renewable energy
company of material scale across the renewables sector and we
believe that our support will achieve this."
1 Net asset value based on an exchange rate
of US$1 = GBP0.799.
2 Turnover and net loss based on an exchange
rate of US$1 = GBP0.767.
3 As at the date of this announcement, the
unaudited financial information relating
to SUP for the year ended 31 March 2017
has been prepared in accordance with UK
GAAP. Furthermore, this financial performance
is based on SUP having operated as a coal-fired
power plant. Such operations ceased on
8 April 2017. Atlantis and SIMEC have
agreed that audited financial information
on SUP for the year ended 31 March 2017
will be prepared in accordance with IFRS
and will be available at the time of publication
of the Admission Document.
Enquiries:
Atlantis Resources Limited
Tim Cornelius, Chief Executive Officer
Andrew Dagley, Chief Financial Officer
Tel: via FTI Consulting
FTI Consulting
(PR adviser to Atlantis)
Ben Brewerton
Alex Beagley
Tel: +44 (0)20 3727 1000
Evercore
(Financial adviser to Atlantis)
Marcus Thompson
Tel: +44 (0)20 7653 6000
Cantor Fitzgerald Europe
(NOMAD and Joint Broker to Atlantis)
Andrew Craig
Richard Salmond
Tel: +44 (0)20 7894 7000
Macquarie Capital (Europe) Limited
(Joint Broker to Atlantis)
Rob Mansley
Nick Stamp
Tel: +44 (0)20 3037 2000
Market Abuse Regulation
The information contained within this announcement is inside
information as stipulated under the Market Abuse Regulation (EU)
No. 596/2014. 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
This announcement, including information contained herein is
restricted and is not for publication, distribution or release,
directly or indirectly, in whole or in part, in or into the United
States (including its territories and possessions, any States of
the United States and the District of Columbia) (collectively, the
"United States"), Canada, Australia, Japan or the Republic of South
Africa or in or into any other jurisdiction in which such
publication, distribution or release would be prohibited by any
applicable law.
This announcement is for information purposes only and is not
and does not constitute, contain or form part of an offer to sell
or issue or a solicitation to buy, subscribe for or otherwise
acquire, any securities in the United States, Canada, Australia,
Japan or the Republic of South Africa or any other jurisdiction in
which any such offer or solicitation would be unlawful. The
securities referred to in this announcement have not been and will
not be registered under the US Securities Act of 1933, as amended
(the "Securities Act"), or with any securities regulatory authority
of any state or other jurisdiction of the United States, and may
not be offered, sold or transferred, directly or indirectly, in the
United States absent registration under the Securities Act or an
available exemption from, or as part of a transaction not subject
to, the registration requirements under the Securities Act and in
each case, in compliance with any applicable securities laws of any
state or other jurisdiction of the United States. Any failure to
comply with these restrictions may constitute a violation of the
securities laws of such jurisdiction.
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 Company's businesses 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 UK 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.
No statement in this announcement is intended to be a profit
forecast and no statement in this announcement should be
interpreted to mean that earnings per share of the Company for the
current or future financial years would necessarily match or exceed
the historical published earnings per share of the Company.
Evercore Partners International LLP ("EPI LLP"), which is
authorised and regulated in the United Kingdom by the Financial
Conduct Authority and Evercore Asia (Singapore) Pte. Ltd. ("EAS"
and, being together with EPI LLP, "Evercore") , are acting as
financial adviser exclusively for Atlantis and no one else in
connection with the matters referred to in this announcement.
Evercore will not regard any person other than Atlantis as its
client in relation to the matters referred to in this announcement
and will not be responsible to anyone other than Atlantis for
providing the protections afforded to clients of Evercore, nor for
providing advice in relation to the matters referred to in this
announcement.
Cantor Fitzgerald Europe is acting as Nominated Adviser and
Joint Broker to the Company in relation to the Transaction. Cantor
Fitzgerald Europe, which is a member of the London Stock Exchange
and is authorised and regulated in the United Kingdom by the
Financial Conduct Authority, is acting for the Company and for no
one else in relation to the Transaction. Cantor Fitzgerald Europe
will not be responsible to any other person for providing the
protections afforded to its clients nor for advising any other
person in connection with the matters contained in this
announcement.
This announcement has been issued by, and is the sole
responsibility of, the Company. Cantor Fitzgerald Europe has not
authorised the contents of any part of this announcement and no
representation or warranty, express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or
will be accepted by Cantor Fitzgerald Europe, or by any of its
respective affiliates or agents, as to or in relation to, the
accuracy or completeness of this announcement or any other written
or oral information made available to any interested party , and
any liability therefore is expressly disclaimed.
Macquarie Capital (Europe) Limited ("Macquarie") is acting as
Joint Broker to the Company in relation to the Transaction.
Macquarie, which is a member of the London Stock Exchange and is
authorised and regulated in the United Kingdom by the Financial
Conduct Authority, is acting for the Company and for no one else in
relation to the Transaction. Macquarie will not be responsible to
any other person for providing the protections afforded to its
clients nor for advising any other person in connection with the
matters contained in this announcement.
This announcement has been issued by, and is the sole
responsibility of, the Company. Macquarie has not authorised the
contents of any part of this announcement and no representation or
warranty, express or implied, is or will be made as to, or in
relation to, and no responsibility or liability is or will be
accepted by Macquarie, or by any of its respective affiliates or
agents, as to or in relation to, the accuracy or completeness of
this announcement or any other written or oral information made
available to any interested party , and any liability therefore is
expressly disclaimed.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into, or forms part of, this announcement.
Regulated Information Classification: Inside information
1. INTRODUCTION
The Atlantis Board and the SIMEC Board are pleased to announce
that Atlantis and SIMEC have signed a conditional Share Purchase
Agreement pursuant to which Atlantis has agreed to acquire the
entire issued share capital of SIMEC Uskmouth Power Limited. SUP is
the owner of the Plant, and following the Transaction it is
intended that the Plant will be converted to use an end-of-waste
energy pellet as fuel. The converted Plant, which is intended to
enter commercial operations in 2020, will sell its power under two
20 year power purchase agreements to be entered into with GFG
Alliance companies, and will receive fuel under a 20 year fuel
supply agreement to be entered into with a company to be jointly
owned by a Liberty House Group company and Dutch recycling group
N+P.
The consideration for the Acquisition will comprise the issue by
Atlantis to SIMEC of new Atlantis Ordinary Shares resulting in
SIMEC holding Atlantis Ordinary Shares representing 49.99 per cent.
of the Enlarged Share Capital of Atlantis.
Further details of the Share Purchase Agreement, the two PPAs
and the FSA are set out below.
The Transaction is anticipated to be the first of a number of
acquisitions from the GFG Alliance that will transform Atlantis
into a diversified renewable energy company of scale owning high
quality development and generating assets across the sustainable
energy spectrum, supplementing its existing portfolio of assets. In
view of this intention, Atlantis and SIMEC have agreed the
principal terms of a proposed Relationship Agreement which will,
inter alia, provide Atlantis with investment rights through a right
of first offer to a pipeline of renewable power assets owned or
subsequently acquired by the GFG Alliance. In addition, the agreed
terms of the proposed Relationship Agreement ensure that Atlantis
can act independently of SIMEC, with appropriate governance
arrangements and with the majority of the Atlantis Board being
independent of SIMEC. The Relationship Agreement will also include
a standstill agreement, and there will be a separate Lock-in and
Orderly Marketing Agreement as described below.
Atlantis is expecting to carry out an equity fund raising
through an issue of new Atlantis Ordinary Shares for working
capital purposes in connection with the Transaction, which would be
implemented in conjunction with the Transaction. Details of the
form, size and pricing of any such equity fund raising will be
announced at the time of posting the Admission Document in respect
of the Transaction.
The Acquisition constitutes a reverse takeover of Atlantis under
the AIM Rules. As such, the Acquisition is conditional, inter alia,
upon Atlantis Shareholder approval. It is proposed to seek Atlantis
Shareholder approval for the Acquisition at a General Meeting of
Atlantis, which is expected to be convened and held during the
first quarter of 2018.
Trading in Atlantis Ordinary Shares will be suspended this
morning, with effect from 7.30 a.m., pending publication of the
Admission Document which is expected to be published in the first
quarter of 2018.
As a result of the size of SIMEC's resulting shareholding in
Atlantis immediately following Completion, the Acquisition is also
conditional on the Securities Industry Council of Singapore
granting SIMEC and its concert parties the Rule 14 Waiver and the
Independent Atlantis Shareholders' Approval having been obtained.
Further details of the Rule 14 Waiver are set out below.
Upon Re-admission, it is intended that Atlantis will be renamed
"SIMEC Atlantis Energy Limited".
Atlantis Shareholders should be aware that Completion is also
conditional upon a number of conditions precedent. Further details
of these conditions are set out below under the heading "Principal
Terms of the Acquisition and Documentation".
Atlantis and SIMEC have agreed the principal terms of a number
of the Transaction documents but Completion is subject to, inter
alia, the agreement and execution of those agreements and there can
be no certainty that all of the terms of the agreements will be
concluded to the satisfaction of both the Atlantis Board and the
SIMEC Board, or that all of the conditions precedent will be
satisfied and that Completion will take place.
2. BACKGROUND INFORMATION ON SUP AND THE CONVERSION
SUP owns a 363 MW power plant in Newport, South Wales consisting
of three 121 MW units, 220 MW of which are proposed to be converted
to use an end-of-waste energy pellet as fuel following Conversion.
Until operations ceased in April 2017, the plant comprised three
coal-fired units accredited under the Renewables Obligation to
co-fire with biomass. SUP was acquired by SIMEC in 2015. The plant
was previously owned by SSE plc and SIMEC has subsequently invested
further material capital expenditure to restart the Plant and
undertake development work on the conversion of the Plant from coal
to an alternative fuel.
The alternative fuel to be used will be a pelletised high
calorific value end-of-waste fuel with a biogenic content in excess
of 40 per cent. The fuel is formed by using pelletising and
recycling technology called Subcoal(R) which is owned and marketed
by N+P, the Dutch recycling group, with specific modifications to
make it suitable for combustion in a conventional power
station.
The Liberty House Group and N+P are in discussions regarding
collaboration between the parties, including exclusively supplying
fuel to the former fossil fuelled UK power generation market, and
intend to form the Fuel Joint Venture to produce the end of waste
derived fuel pellets for the Plant after Conversion. The Fuel Joint
Venture will construct further fuel processing facilities (the
"Processing Facilities") in the UK, including a facility adjacent
to the Plant. The Processing Facilities will provide a dedicated
supply of energy pellets to the Plant, according to its required
specification. The pellets are produced by extracting high value
items trapped inside widely available waste streams, by using the
latest sorting and processing technology, and then are put through
N+P's patented pelletisation process, with adjustments made to meet
the requirements of conventional power generation. As such, the
production of the pellets reduces the volume of material being sent
to landfill improving environmental outcomes. Combustion testing
indicates that the converted Plant will be able to comply with the
emission limit values established for large combustion plants under
EU and UK law. A Liberty House Group company and N+P will provide a
single joint and several corporate guarantee in relation to the
obligations and liabilities of the Fuel Joint Venture under the
FSA.
A November 2017 study by Tolvik Consulting for the Environmental
Services Association regarding the availability of raw waste in the
UK concluded that the total volume of waste forecast to be directed
to landfill for the period from 2018 to 2030 ranges from 27.7
million tonnes in a high recycling scenario to 105.2 million tonnes
for the period if there is no change in recycling levels. The
expected waste input requirement for the fuel Processing Facilities
to produce the pelletised fuel for the Plant is approximately one
million tonnes annually.
The proposed Conversion is expected to have a significant
positive impact on the local economy. It is intended that it will
create long-term and stable employment opportunities at the Plant
as well as generating business for local companies involved in the
supply chain. Conversion will also result in a transition from coal
to an end-of-waste energy pellet, and will repurpose waste streams
which might otherwise have been directed to landfill.
SUP ceased operating on 8 April 2017, pending the
Conversion.
Based on the most recent unaudited accounts of SUP (which do not
include the benefit of Conversion or the PPA's and FSA), for the
year ended 31 March 2017(4,5) :
- The net asset value of SUP was approximately US$76.1 million
(approximately GBP60.8 million(6) ); and
- SUP generated turnover of approximately US$94.4 million
(approximately GBP72.4 million(7) ) and a net loss of approximately
US$7.2 million (approximately GBP5.5 million(7) ).
Atlantis and SIMEC have engaged two leading global engineering
specialists to undertake due diligence and pre-FEED studies with
respect to the Conversion, including the Plant's use of the
proposed fuel. Based on the work undertaken to date by these
specialists and subject to completion of the due diligence and
pre-FEED studies and subsequent FEED programme, the Atlantis Board
and the SIMEC Board have reached a view of certain key commercial
and technical parameters for the Conversion. These are set out in
Table 1 below.
Table 1: Key Technical and Commercial Parameters
Parameters Amount / Time
------------------------------ -------------------------------
Approximate construction GBP200 million, including
cost (excluding interest contingency allowance
during construction)
------------------------------ -------------------------------
Construction period Approximately 18 months
from completion of FEED
------------------------------ -------------------------------
Capacity 220MW (net output), consisting
of 2 units of 110MW each
(Note: the third unit
will not be converted)
------------------------------ -------------------------------
Efficiency 30% (HHV)
------------------------------ -------------------------------
Operating life of conversion 20 years
------------------------------ -------------------------------
Overall load factor (net
of availability) 76%
------------------------------ -------------------------------
SUP currently has approximately 50 staff. Atlantis expects that
resourcing requirements will increase during the proposed
Conversion and subsequent operation of the Plant, and will work
with its advisers and existing staff to develop an appropriate
resourcing plan.
4 As at the date of this announcement, the
unaudited financial information relating
to SUP for the year ended 31 March 2017 has
been prepared in accordance with UK GAAP.
Furthermore, this historic information on
assets and financial performance is based
on SUP having operated as a coal-fired power
plant. Such operations ceased on 8 April
2017. Atlantis and SIMEC have agreed that
audited financial information on SUP for
the year ended 31 March 2017 will be prepared
in accordance with IFRS and will be available
at the time of publication of the Admission
Document.
5 Pursuant to the terms of the SPA, it is proposed
that certain assets will be transferred by
SUP outside SUP, and certain intellectual
property rights may be assigned or transferred
to SUP, in each case prior to Completion.
Further details are set out in paragraph
4 of this announcement and will be set out
in the Admission Document.
6 Net asset value based on an exchange rate
of US$1 = GBP0.799.
7 Turnover and net loss based on an exchange
rate of US$1 = GBP0.767.
3. BACKGROUND INFORMATION ON SIMEC AND GFG ALLIANCE
The GFG Alliance is a London-headquartered international group
of businesses, founded and owned by the British Gupta family. It
combines energy generation, metal manufacturing, engineering,
natural resources and financial services, working together to
deliver a common business strategy. It has total revenues of
approximately $10 billion per annum, net assets of around $1.5
billion and nearly 11,500 employees across more than 30 countries.
The GFG Alliance comprises: Liberty House - an integrated
industrial and metals business; SIMEC - a resources and
infrastructure group; Wyelands - a banking and financial services
arm; JAHAMA Estates - a division that manages the GFG Alliance's
global property holdings; and GFG Foundation, which focuses on the
retention and creation of engineering and industrial skills.
Through its forward-looking GREENSTEEL strategy, the GFG Alliance
promotes industrial revival based on low-carbon and sustainable
production methods. Its commercialisation of new technologies and
the regeneration of manufacturing and engineering skills are also
cornerstones of the GFG Alliance's plan to deliver a step change
for manufacturing in key regions of the world.
4. PRINCIPAL TERMS OF THE ACQUISITION AND DOCUMENTATION
Atlantis and SIMEC have signed a conditional SPA and agreed the
principal terms of a number of other Transaction documents. Details
of the SPA and the terms of the agreed form of the Route to Market
PPA and the agreed principal terms of the Fixed Price PPA and FSA,
as well as the other principal Transaction documents are set out
below and will be described in more detail in the Admission
Document, if and when posted.
Share Purchase Agreement
Pursuant to the SPA, Atlantis (or a wholly owned subsidiary of
Atlantis) has conditionally agreed to purchase the entire issued
share capital of SUP.
Upon Completion, in consideration for the acquisition of the
share capital of SUP, Atlantis will issue the Consideration Shares
to SIMEC. The number of Consideration Shares will be adjusted
upwards to take into account of (a) any new Atlantis Ordinary
Shares issued under the Atlantis Share Plans between the date of
the SPA and Completion and (b) any new Atlantis Ordinary Shares
issued in the Further Equity Raise for the working capital
requirements of the Enlarged Group (but excluding the working
capital requirements of SUP). To the extent that working capital is
required for SUP, so as to enable SIMEC to retain an interest in
the Enlarged Share Capital at Completion of 49.99 per cent., SIMEC
has agreed that it will convert a proportion of the SIMEC Loan (as
described below), into Atlantis Ordinary Shares at the same price
as any Atlantis Ordinary Shares are issued in the Further Equity
Raise. In no event will the number of Consideration Shares issued
to SIMEC represent more than 49.99 per cent. of the share capital
of Atlantis immediately following Completion. The agreement
contains certain rights of pre-emption providing SIMEC with certain
other anti-dilution rights with respect to the period prior to
Completion.
Pending Completion, Atlantis has given a number of undertakings
to SIMEC to the effect that the business of Atlantis will be run in
the ordinary course and SIMEC has given a number of undertakings to
Atlantis to the effect that the business of SUP will be run in the
ordinary course. Atlantis and SIMEC have each given the other a
number of representations and warranties that are broadly customary
for a transaction such as the Acquisition, subject to certain
customary limitations of liability. SIMEC and Atlantis have each
agreed on Completion to indemnify the other in respect of tax
(subject to certain limits) in respect of the period prior to
Completion. Furthermore, each of Atlantis and SIMEC have agreed to
negotiate with each other in good faith with a view to settling the
terms of the Transaction documentation referred to in the Share
Purchase Agreement, including the documentation referred to below,
other than the Route to Market PPA, which is in an agreed form. The
principal terms of, amongst others, the Fixed Price PPA, the FSA,
the Relationship Agreement and the Lock-in and Orderly Marketing
Agreement as well as the other principal Transaction documents,
have been agreed in principle between Atlantis and SIMEC.
Upon Completion, SIMEC shall procure the repayment of all
financial indebtedness of SUP, save in respect of the SIMEC Loan.
Further details of the SIMEC Loan are set out below.
The Share Purchase Agreement is conditional, inter alia, upon
the satisfaction or waiver of a number of conditions precedent,
including the following matters:
-- Atlantis Shareholder approval of the Acquisition;
-- the approval by the SIC of the Rule 14 Waiver;
-- the Independent Atlantis Shareholders' Approval;
-- the agreement and execution of a number of transaction
documents including those described below;
-- completion of satisfactory due diligence by both SIMEC and Atlantis;
-- the publication of the Admission Document; and
-- Re-admission having taken place by 14 December 2018.
The agreement contains certain termination rights for each
party.
Atlantis has agreed with SIMEC that if Atlantis proposes to
raise any new debt in order to obtain funds for working capital
purposes, SIMEC will have a right of first refusal to match the
terms of any such debt proposed by a third party.
Power Purchase Agreements and Fuel Supply Agreement
Atlantis believes that a key component of the value of SUP to
Atlantis Shareholders relates to the two 20 year PPAs and the 20
year FSA. These agreements (once executed) will provide a robust
and stable contractual and commercial structure relating to the
supply of fuel to, and power generated by, the Plant, with downside
protection and minimum contracted cash flows for attractive debt
financing while maintaining upside linked to forward day-ahead
electricity prices in the UK. The PPAs will include a GBP27.50 per
MWh floor price for the Route to Market PPA, and a fixed price of
GBP90 per MWh for the Fixed Price PPA.
Pursuant to the terms of the SPA, Atlantis and SIMEC have agreed
the terms of the Route to Market PPA and have agreed the principal
terms of the Fixed Price PPA and FSA.
Atlantis has based its analysis of the Transaction, including
the terms of the two PPAs and the FSA, on the current assessment of
the construction cost for the Conversion as outlined in Table 1 in
paragraph 2 above, which includes a contingency allowance. This is
subject to further assessment during completion of due diligence
and pre-FEED, and carrying out of the FEED programme.
Under the PPAs, SUP will sell all of the electricity it
generates based on SUP's target capacity of 220MW (net output) and
a target net load factor of approximately 76 per cent. The PPAs are
structured as follows:
a) 15MW fixed price PPA selling power to the fuel processing
facility to be constructed adjacent to the Plant for 20 years: SUP
will sell output based on a 90 per cent. net load factor from 15MW
of its capacity at a fixed price of GBP90 per MWh (escalated
annually based on CPI) (the "Fixed Price"); and
b) 205MW route-to-market PPA with floor price for 20 years with
Marble Power: SUP will sell output based on a 75 per cent. net load
factor from the remaining 205MW of its capacity under an agreement
at a 4 per cent. discount to the N2EX hourly day ahead price,
subject always to a floor price of GBP27.50 per MWh (escalated
annually based on CPI) (the "Floor Price").
The FSA will be a 20 year fixed price fuel supply agreement with
all of the Plant's fuel requirements being supplied by the Fuel
Joint Venture. A Liberty House Group company and N+P will provide a
single joint and several corporate guarantee in relation to the
obligations and liabilities of the Fuel Joint Venture under the
FSA. The above Fixed Price and Floor Price under the two PPAs are
based on a fuel price of GBP8 per tonne and a prescribed
specification of 23.6 GJ/t, implying a spread of GBP86 MWh and
GBP23 MWh for the Fixed Price and Floor Price, respectively.
Both Atlantis and SIMEC have committed to agreeing to "bankable"
PPAs and an FSA (from a structural and commercial perspective) to
enable the debt financing of the Conversion on terms that are
reflective of what is currently seen in the market. With this in
mind, the Fixed Price and the Floor Price have been sized in order
that the Conversion can achieve average debt service coverage
ratios ("DSCR") of at least 1.35x, assuming leverage of 60 per
cent., medium to long term senior debt over the asset life and
based on the construction cost in Table 1 in paragraph 2 above. The
1.35x DSCR does not include further upside for Atlantis
Shareholders from the wholesale power price, which is currently
materially above the Floor Price.
EPC Contract for the Conversion
Atlantis and SIMEC intend that the Conversion of the Plant will
be carried out pursuant to an EPC contract. Such EPC contract is
expected to include standard provisions for liquidated damages to
be payable in the event of key performance metrics and delivery
dates not being achieved, as well as a robust security package
reflective of what is currently being offered in the market.
Subject to confirming its current views through FEED studies,
one leading global engineering specialist has indicated to Atlantis
that it would be willing to enter into such an EPC contract on this
basis, although at this time, there can be no certainty that an
offer of such a contract from that engineering specialist will be
forthcoming or that it will be forthcoming on terms that will be
satisfactory to Atlantis. However, Atlantis and SUP will retain the
flexibility to tender the EPC contract more broadly to other
qualified contractors.
GFG Alliance Framework Agreement
This agreement will set out the parameters pursuant to which
normal course of business transactions between the Atlantis Group
and the SIMEC Group and the GFG Alliance will be conducted. It is
intended that the terms of this agreement should enable such
transactions to be carried out in a manner that should not trigger
the requirements of AIM Rule 13 (relating to related party
transactions).
Lock-in and Orderly Marketing Agreement
Pursuant to this agreement, SIMEC will agree not to dispose of
any Atlantis Ordinary Shares for a period of six months from
Completion and shall adhere to a further six month orderly
marketing undertaking thereafter.
SIMEC Loan Agreement
It is envisaged that an amount of up to a maximum of
approximately GBP11,950,000 (assuming Completion takes place at the
end of the first quarter of 2018), will remain outstanding from SUP
to SIMEC at Completion under the SIMEC Loan, although SIMEC has
agreed that part of the SIMEC Loan will be converted at Completion
into Atlantis Ordinary Shares to enable SIMEC to retain an interest
in the Enlarged Share Capital of 49.99 per cent. to the extent that
Atlantis raises funds in the Further Equity Raise for the purposes
of SUP's working capital requirements. This loan will be interest
free, and will (subject as aforesaid), be re-payable at SIMEC's
option:
(a) in cash on the earlier of (i) financial close of the
Conversion; and (ii) 31 December 2019 or on every second
anniversary of 31 December 2019; or
(b) by the issue at any time at SIMEC's discretion of new
Atlantis Ordinary Shares at the share price of a Atlantis Ordinary
Share prevailing on the date of the publication of the Admission
Document which will be the same price as any Atlantis Ordinary
Shares issued in the Further Equity Raise provided that SIMEC's
right to convert the SIMEC Loan to Atlantis Ordinary Shares shall
be subject to the consent of the Atlantis Board (not to be
unreasonably withheld or delayed), if such conversion would cause
SIMEC's shareholding in the Company to exceed 49.99 per cent. of
Atlantis's issued share capital.
The SIMEC Loan will be secured by a debenture over the assets of
SUP.
Agreements for the transfers of certain assets
pre-Completion
Prior to Completion, it is intended that certain assets and land
will be hived out of SUP's ownership to a member of the SIMEC Group
(outside SUP). This land will be surplus land not required for the
power station operations, as well as land to be transferred to a
new company for the purposes of the GridCo operations described
below.
Prior to Completion, it is also intended that certain
intellectual property rights, owned by the SIMEC Group, that may be
required by SUP following Completion will be assigned, transferred
or licensed to SUP (as the case may be).
PPA Term Sheet with Liberty Steel Newport Limited
This term sheet will grant SUP a right of first refusal to enter
into a power purchase agreement for Liberty's future electricity
needs following the installation of new electric arc furnace
steel-making capacity at Liberty Steel Newport's facilities in
South Wales, a fellow member of the GFG Alliance. Were such a power
purchase agreement to be entered into, the Route-to-Market PPA will
allow entry into this agreement.
GridCo Agreements
It is intended that SUP's 230 MW TEC grid connection assets and
liabilities (the "GridCo Assets") will be transferred or novated
(as the case may be) to a newly incorporated company to be owned
jointly by SUP and a SIMEC Group company ("GridCo") to ensure that
these assets will be held in an insolvency remote entity so that
SUP and the relevant SIMEC Group entity have access to the relevant
assets to export/import power at all times. The operation of GridCo
will be covered by a shareholder and operating agreement. The scope
and nature of the assets and liabilities which are to constitute
the GridCo Assets will be agreed between Atlantis and SIMEC. GridCo
will be incorporated, and the terms of the GridCo shareholder and
operating agreement and associated lease will be agreed between
Atlantis and SIMEC as soon as reasonably practicable.
5. FINANCING OF THE CONVERSION
Third Party Debt Financing
The Atlantis Board expects that the Conversion will benefit from
a robust contractual suite and structure, including the 20 year
PPAs and the FSA, as well as an EPC contract with a reputable
contractor.
Initial discussions have been held with two lending banks in
relation to senior debt financing for the Conversion. Both banks
have provided confirmation that based on certain assumptions and
terms representative of equivalent industry sectors, it should be
possible to raise senior debt for the Conversion project. The
Atlantis Board believes that the feedback received from the banks
was positive and was also consistent with financing assumptions
used by Atlantis in analysing the Transaction, such as:
- Average DSCR of at least 1.35x;
- Leverage: approximately 60 per cent. of construction cost + interest during construction; and
- Margin: up to 350-450 bps.
Third party debt financing for the Conversion will not take
place until after Completion.
6. RELATIONSHIP AGREEMENT
The Transaction is anticipated to be the first of a number of
acquisitions from the GFG Alliance, subject to the right of first
offer provisions described below.
Pursuant to the terms of the SPA, Atlantis and SIMEC have agreed
the principal terms of a proposed Relationship Agreement. Under the
Relationship Agreement, it is intended that SIMEC will give a
number of undertakings to ensure that Atlantis can act
independently of the SIMEC Group following Completion, including an
undertaking from SIMEC to the effect that transactions, agreements
or arrangements entered into with the Atlantis Group will be at
arm's length and on normal commercial terms and the majority of the
Atlantis Board will be independent of SIMEC. The agreement will
contain a provision that will prevent SIMEC from voting on matters
where it has a conflict of interest (or potential conflict of
interest).
Pursuant to the agreement, SIMEC will be entitled to nominate
two persons to be directors of Atlantis after Completion for so
long as SIMEC owns in excess of an agreed threshold and it is also
expected that the agreement will contain customary confidentiality
obligations and a standstill under which SIMEC will agree not to
acquire in excess of 49.99 per cent. of the share capital of
Atlantis after Completion without the approval of the Atlantis
Board.
SIMEC will provide Atlantis, inter alia, with investment rights
via a right of first offer to a pipeline of renewable power assets
owned by the GFG Alliance from time to time. It is intended that,
subject to receiving Atlantis Board approval, including meeting
appropriate shareholder return criteria, and approval of the board
of the relevant GFG Alliance member, additional renewable power
assets will be injected over time into Atlantis providing a pathway
to further growth transforming Atlantis into a diversified
renewable energy company of scale owning a broad spectrum of
renewable energy assets.
Each asset acquired from the GFG Alliance pursuant to the terms
of the Relationship Agreement will be subjected to a rigorous due
diligence process, satisfaction of appropriate shareholder return
criteria and will be subject always to Atlantis Board approval.
Further details of the terms of the Relationship Agreement, once
agreed, will be set out in the Admission Document.
SIMEC will agree pursuant to the Lock-In and Orderly Marketing
Agreement not to sell any Atlantis Shares for a minimum period of
six months from Completion, and shall adhere to at least a further
six months orderly marketing undertaking thereafter.
The GFG Alliance currently has a portfolio of development,
in-construction and operational renewable power generation assets
across a range of geographies and technologies (the "SIMEC
Pipeline"). Table 2 below provide details of various projects in
the SIMEC Pipeline, totalling 670MW of capacity.
Table 2: SIMEC Pipeline
Project Location Technology Gross Ownership Status
Capacity Stake
--------------------- ---------- ----------- ---------- ---------- ------------
Glenshero onshore Scotland Wind 168MW 100% Development
wind
--------------------- ---------- ----------- ---------- ---------- ------------
KLL Scotland Hydro 20-27MW 100% Operational
--------------------- ---------- ----------- ---------- ---------- ------------
Lochaber Hydro Scotland Hydro 90MW 100% Operational
peak
--------------------- ---------- ----------- ---------- ---------- ------------
Lochaber and Scotland Hydro 10MW 100% Development
Kinlochleven
--------------------- ---------- ----------- ---------- ---------- ------------
Various incl. Various Bioliquid 127MW 100% Operational
Uskmouth, Liberty
Steel Newport,
Lochaber Smelter,
Hartlepool, Liberty
Specialty Steels,
and Liberty Pipe
--------------------- ---------- ----------- ---------- ---------- ------------
Middleback Pumped Australia Pumped 90MW 100% Development
Storage Storage
--------------------- ---------- ----------- ---------- ---------- ------------
Zen Whyalla Solar Australia Solar 65MW 100% Development
--------------------- ---------- ----------- ---------- ---------- ------------
Zen Playford Australia Battery 100MW 100% Development
Battery Storage Storage
--------------------- ---------- ----------- ---------- ---------- ------------
Atlantis believes that the establishment of a formal and long
term relationship with SIMEC and the GFG Alliance will create
material value for Atlantis Shareholders. In addition to the
investment rights relating to the SIMEC Pipeline, upon
Re-admission, it is intended that Atlantis will be renamed "SIMEC
Atlantis Energy Limited". The Atlantis Board believes this will
increase its access to a broader range of in-house expertise and
funding opportunities as well as enhancing Atlantis's national and
international profile.
7. BOARD OF THE ENLARGED GROUP
Atlantis and SIMEC have agreed that SIMEC will be entitled to
nominate two persons to be directors of Atlantis following
Completion. The identity of SIMEC's proposed directors and their
roles and responsibilities, as well as the Atlantis Board structure
following Completion, will be described in the Admission
Document.
8. SINGAPORE TAKEOVER CODE
The Singapore Takeover Code governs, inter alia, transactions
which may result in a change of control of a company to which the
Singapore Takeover Code applies. An offer under Rule 14 of the
Singapore Takeover Code must be in cash or be accompanied by a cash
alternative at not less than the highest price paid by the offeror,
or any person acting in concert with it for voting rights of the
offeree company during the offer period and within six months prior
to its commencement. Under Rule 14.1 of the Singapore Takeover
Code, except with the SIC's consent, where (a) any person acquires,
whether by a series of transactions over a period of time or not,
shares which (taken together with shares held or acquired by
persons acting in concert with him) carry 30 per cent. or more of
the voting rights of a company; or (b) any person who, together
with persons acting in concert with him, holds between 30 per cent.
and 50 per cent. of the voting rights and such person, or any
person acting in concert with him, acquires in any period of six
months additional shares carrying more than 1 per cent. of the
voting rights, such person must extend offers immediately to the
holders of any class of share capital of the company which carries
votes and in which such person, or persons acting in concert with
him, hold shares. In addition to such person, each of the principal
members of the group of persons acting in concert with him may,
according to the circumstances of the case, have the obligation to
extend an offer.
For the purposes of the Singapore Takeover Code, persons acting
in concert comprise individuals or companies who, pursuant to an
agreement or understanding (whether formal or informal),
co-operate, through the acquisition by any of them of shares in a
company, to obtain or consolidate effective control of that
company.
The Company will request the SIC to waive the obligation to make
a general offer that would otherwise be required as a result of the
Acquisition, subject to the approval of independent shareholders of
Atlantis on a poll. The Admission Document will contain further
information on the Rule 14 Waiver.
9. NEXT STEPS
The Acquisition constitutes a reverse takeover of Atlantis under
the AIM Rules. As such, the Acquisition is conditional, inter alia,
upon Atlantis Shareholder approval. The Acquisition is also
conditional on the SIC granting SIMEC and its concert parties the
Rule 14 Waiver and the Independent Atlantis Shareholders' Approval
having been obtained. It is proposed to seek Atlantis Shareholder
approval for the Acquisition and the Independent Atlantis
Shareholders' Approval at a General Meeting of Atlantis, which is
expected to be convened and held during the first quarter of
2018.
An application will be made to the SIC to seek a Rule 14 Waiver
and an independent financial adviser will be appointed by Atlantis
to advise the Independent Atlantis Shareholders in respect of the
Independent Atlantis Shareholders' Approval.
Trading in Atlantis Ordinary Shares will be suspended this
morning, with effect from 7.30 a.m., pending publication of the
Admission Document or, if sooner, the making of an announcement
that the Transaction is not proceeding. It is expected by Atlantis
that the Admission Document concerning the Enlarged Group will be
published in the first quarter of 2018.
Whilst a binding Share Purchase Agreement has been executed in
respect of the Transaction, there is further documentation which is
required to be agreed between Atlantis and SIMEC. Accordingly,
there can be no certainty that the Transaction will be concluded
successfully. It is expected that the Admission Document will be
published during the first quarter of 2018. If the Transaction is
not going to proceed for any reason or the Share Purchase Agreement
is terminated, Atlantis will make an announcement through a
regulatory information service and trading in the Atlantis Ordinary
Shares will cease to be suspended.
DEFINITIONS AND GLOSSARY
The following definitions apply in this announcement, unless the
context otherwise requires:
"Acquisition" - the proposed acquisition of the entire issued
share capital of SUP by Atlantis as described in this
announcement;
"Admission Document" - an admission document relating to the
Enlarged Group to be prepared in accordance with the AIM Rules by
Atlantis and posted to Atlantis Shareholders in due course;
"AIM" - the AIM market operated by the London Stock
Exchange;
"AIM Rules" - the AIM Rules for Companies published by the
London Stock Exchange;
"Atlantis Board" - the board of directors of Atlantis;
"Atlantis Group" - Atlantis and its subsidiary undertakings;
"Atlantis Ordinary Shares" - ordinary shares of no par value in
the capital of Atlantis;
"Atlantis Share Plans" - Atlantis's existing Company Share
Option Plan and Long Term Incentive Plan;
"Atlantis Shareholders" - holders of Atlantis Ordinary
Shares;
"Company" or "Atlantis" - Atlantis Resources Limited (UEN:
200517551R) a company registered in Singapore with its registered
office at 80 Raffles Place, #36-01, UOB Plaza, Singapore
048624;
"Completion" - completion of the Acquisition in accordance with
the terms of the SPA;
"Consideration Shares" - new Atlantis Ordinary Shares to be
issued by Atlantis to SIMEC upon Completion;
"Conversion" - the intended conversion by Atlantis following
Completion of one or more lines of the Uskmouth Power Station to
use an end-of-waste energy pellet;
"DSCR" - debt service coverage ratio;
"Enlarged Group" - Atlantis and its subsidiaries (including SUP)
following Completion;
"Enlarged Share Capital" - the existing Atlantis Ordinary Shares
together with the Consideration Shares and, following the Further
Equity Raise (if any) the Further Equity Shares;
"EPC" - engineering, procurement and construction;
"FEED" - front end engineering and design;
"Fixed Price PPA" - the 15MW fixed price power purchase
agreement to be entered into on Completion between SUP and Liberty
Industries PPA Limited, a GFG Alliance company, described in this
announcement;
"FSA" - the fuel supply agreement to be entered into on
Completion in relation to the provision of an end-of-waste energy
pellet to Uskmouth Power Station following implementation of the
Conversion, as described in this announcement;
"Fuel Joint Venture"- means the company to be established by a
Liberty House Group company and N+P to enter into to FSA;
"Further Equity Raise" - the further equity fund raising
expected to be carried out by Atlantis, in respect of which the
form, size and pricing, would, if implemented be announced at the
time the Admission Document is published, as described in this
announcement;
"Further Equity Shares" - the new Atlantis Ordinary Shares to be
issued pursuant to the Further Equity Raise, if any;
"General Meeting" - the general meeting of Atlantis to be
convened in due course at which the resolutions will be proposed
to, inter alia, approve the Acquisition;
"GFG Alliance" - the alliance between Parduman Gupta and Sanjeev
Gupta and each of their associated companies;
"GridCo Assets" - the grid connection assets and associated
liabilities relating to SUP's 230 MW TEC grid connection to be
transferred or novated (as the case may be) to GridCo as described
in this announcement;
"GridCo" - the company to be owned jointly by SUP and a SIMEC
Group company with respect to SUP's 230 MW TEC grid connection
assets and liabilities
"Independent Atlantis Shareholders" - the Atlantis Shareholders
other than SIMEC and its concert parties (within the meaning of the
Singapore Takeover Code);
"Independent Atlantis Shareholders' Approval" - the approval of
a whitewash resolution by the Independent Atlantis Shareholders for
the waiver of their rights to receive a mandatory offer from SIMEC
and its concert parties pursuant to Rule 14 of the Singapore
Takeover Code;
"Liberty" - Liberty Steel Newport Limited, a member of the GFG
Alliance;
"Liberty House Group" - Liberty Global Holdings Pte Limited and
its subsidiary entities, part of the GFG Alliance;
"London Stock Exchange" - London Stock Exchange plc;
"Marble Power" - Marble Power Limited, a member of the GFG
Alliance;
"SUP" - SIMEC Uskmouth Power Limited a company incorporated in
England & Wales with No. 05104786 whose registered office is at
Uskmouth Power Station, West Nash Road, Nash, Newport, NP18
2BZ;
"MW" - megawatt;
"N+P" - N+P Group BV, the Dutch recycling group;
"Plant" - SUP's power plant in Newport, South Wales;
"PPAs" - means the Fixed Price PPA and the Route-to-Market PPA,
and PPA shall mean either of them as the context requires;
"Processing Facilities" - the fuel processing facilities
proposed to be constructed in the United Kingdom by a Liberty House
Group company and N+P;
"Re-admission" - admission of the Enlarged Share Capital to
trading on AIM becoming effective in accordance with the AIM
Rules;
"Relationship Agreement" - the relationship agreement to be
entered into on Completion between the Company and SIMEC governing
the relationship between Atlantis and the SIMEC Group after
Completion and including the terms on which the SIMEC Group will
provide Atlantis with certain investment rights to a pipeline of
renewable power generation assets owned by the GFG Alliance from
time to time, as described in this announcement;
"Route-to-Market PPA" - the 205MW route-to-market power purchase
agreement to be entered into on Completion between SUP and Marble
Power as described in this announcement;
"Rule 14 Waiver" - waiver of the obligations of SIMEC and its
concert parties to make an offer for Atlantis under Rule 14 of the
Singapore Takeover Code, to be sought from the SIC;
"SIC" - the Securities Industry Council of Singapore;
"Singapore Takeover Code" - means the Singapore Code on
Takeovers and Mergers issued by the Monetary Authority of Singapore
pursuant to section 321 of the Securities and Futures Act of
Singapore;
"SPA" or "Share Purchase Agreement" - the conditional share
purchase agreement between Atlantis, SIMEC and SIMEC Group Limited
relating to the Acquisition, as described in this announcement;
"SIMEC" - SIMEC UK Energy Holdings Limited a company registered
in the British Virgin Islands, and the seller of SUP;
"SIMEC Board" - the board of directors of SIMEC;
"SIMEC Group" - SIMEC Group Limited and its subsidiaries;
"SIMEC Loan" - the loan of up to a maximum of approximately
GBP11,950,000 which will be outstanding and owing from SUP to the
SIMEC Group and members of the GFG Alliance at Completion, assuming
Completion takes place at the end of the first quarter of 2018 and
part of which will be converted at Completion into Atlantis
Ordinary Shares as described in this announcement;
"SIMEC Pipeline" - the portfolio of development, in-construction
and operational renewable power generation assets across a range of
geographies and technologies described in this announcement;
and
"Transaction" - the Acquisition and the other transactions
referred to in this announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
ACQGGGPUPUPMUMC
(END) Dow Jones Newswires
December 14, 2017 02:05 ET (07:05 GMT)
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