TIDMZEN
Embargoed Release: 07.00hrs Wednesday 29 April 2009
Zenergy Power plc
(`Zenergy', the `Company' or the `Group')
Institutional Placing to raise GBP9.5 million
Zenergy Power plc (AIM:ZEN.L), the superconductor energy technology company, is
pleased to announce that it has raised GBP9.5 million (approximately GBP9.1 million
net) by way of a placing of 7,916,667 new ordinary shares of 1p each ('Ordinary
Shares') in the Company (`Placing Shares') at a price of 120p with a number of
new and existing institutional investors (the `Placing').
Arranged by Panmure Gordon & Co and Mirabaud Securities LLP, the Placing will
provide the Group with additional working capital to expand its commercial
activities in the United States whilst continuing to progress its ongoing
research and development activities.
Background and Reasons for the Placing
Zenergy specialises in the innovation and development of clean energy devices
employing highly efficient superconductive components. These devices have a
number of commercial applications including smart grid deployment and energy
efficient industrial applications. Since the Group last raised funds in
December 2007 these target markets have grown significantly and more recently
have been directly selected as recipients of economic stimulus spending in the
United States. The management of Zenergy believe that this spending in the
United States is already manifesting itself in commercial opportunities for the
Group's products and has sought this additional funding to support an
anticipated scale up of marketing, sales, manufacturing and administration in
the region.
As widely documented, there has been a coordinated and committed allocation of
economic stimulus funding by the U.S. and other governments towards energy
efficient and renewable technologies. Within the United States in particular,
the Director's note two particular stimulus proposals within the American
Recovery and Reinvestment Act of 2009 that will have a direct impact on the
Group's sales efforts.
1) The U.S. Government's commitment to provide a 50 per cent. funding program
for electricity utility companies investing in smart grid technology; and
2) The U.S. Government's commitment to provide a 50 per cent. funding program
for industrial businesses making investments in energy efficient technology
capable of reducing energy consumption by 25 per cent..
It is the Director's belief that these two proposed government funded schemes
in the U.S. have clear implications for the Group's commercial prospects in
relation to its Fault Current Limiter (`FCL') and to its induction heater.
Zenergy's recent engagement by The Consolidated Edison Company of New York also
highlights the commercial opportunities unfolding for the Group in the United
States.
The Placing is conditional, inter alia, on the Placing Shares being admitted to
trading on AIM. The Placing Shares will, on their issue, rank pari passu in all
respects with the existing Ordinary Shares and have, subject only to Admission,
been allotted and issued credited as fully paid. Application has been made for
the Placing Shares to be admitted to trading on AIM, which is expected to be on
or around 5 May 2009.
In addition to responding to the recent commercial developments occurring
within the United States, the Group will also use additional funding to support
its ongoing research and development activities that have demonstrated
substantial progress since the Group's prior funding round. These achievements
include - but are not limited to - the installation and operation of the
world's first industrial scale superconductor device (induction heater) into
commercial premises; the design completion, testing and completion of first
ever installation into the United States' electricity grid of a superconductor
FCL; the establishment of a development collaboration with Honeywell Specialty
Materials; and the selection for participation in development projects funded
by the Department of Homeland Security, the German Environmental fund, the
European Commission and the Department of Energy. In addition to this, Zenergy
has also been the recipient of a number of awards including the 2008 Hermes
award and the 2008 AIM award for best technology.
Financial Results for the Year Ended 31 December 2008 (`the Period')
Zenergy Power plc also announces today that it will release its unaudited
Preliminary Results for the Period Ended 31 December 2008 on 1 May 2009. Set
out below is an extract from the Company's institutional road show presentation
highlighting the key financials for the Period. These figures have not been
audited.
Income Statement Year End 31 Dec Year End 31 Dec
2008 2007
EUR000 EUR000
Revenue 2,028 268
Loss before one off expenditure, research (2,478) (1,586)
& development, depreciation & amortisation
& equity settled share based payments
R&D expenditure (3,028) (2,644)
Loss for the period attributable to equity (5,272) (5,237)
holders of Parent
EPS(Euros) (0.12) (0.13)
Balance Sheet
Cash 6,797 17,746
Net assets 15,769 22,723
-Ends-
Further information
Andrew Tan Zenergy Power plc + 49 2226 9060 668
Vikki Krause/Kirsty Corcoran Hansard Group + 44 207 245 1100
Adam Pollock/Katherine Roe Panmure Gordon & Co + 44 207 459 3600
Kam Bansil/Rory Scott Mirabaud Securities LLP + 44 207 866 0244
About Zenergy Power plc
Zenergy Power plc is a superconductor energy technology company, listed on the
AIM market of the London Stock Exchange and comprising three operating
subsidiaries located in Germany, USA and Australia. By innovating
superconductor based technology solutions, the Group provides patented clean
energy devices that greatly improve the efficiency with which customers
generate, distribute and use electrical energy.
To date, the incredibly energy efficient superconductive components at the
heart of Zenergy's products have successfully delivered industrial customers
significant reductions in energy consumption and provided utility companies
with cutting-edge smart gird solutions. Looking to the near future, the Group
is also developing a range of highly-energy efficient superconductor components
for electricity generators capable of greatly reducing the cost of producing
offshore wind power. All of which leads to the production of fewer carbon
emissions in the world and a more sustainable economic growth path. In 2007
Zenergy achieved the world's first sale of an industrial scale commercial
application incorporating superconductor technology and has subsequently
developed products capable of addressing multi-billion dollar global markets.
About superconductivity
Superconductive materials are capable of conducting electricity without any
resistance and were first discovered in 1911 in what was to prove to be one of
the most significant scientific breakthroughs of the 20th century.
Superconductors enable:
(a) Induction Heaters to be twice as efficient for the metals industry
(b) Fault Current Limiters to protect power grids from blackouts
(c) Direct-drive wind generators to be significantly reduced in size and weight
allowing the operation of wind generators in excess of 8 MW
(d) Existing hydro-power sites to increase energy efficiency and electrical
power output
APPENDIX
TERMS AND CONDITIONS OF, AND IMPORTANT INFORMATION ON, THE PLACING
The Placing and the terms and conditions herein, are directed exclusively at
investment professionals (within Article 19 (5) of the Financial Service and
Markets Act 2000 (Financial Promotion) Order 2005 (as amended)) (such category
of investors being referred to as "Relevant Persons") and no other person
should respond to this announcement. Accordingly, this announcement is exempt
from the general restriction set out in Section 21 of FSMA on the communication
of invitations or inducements to engage in investment activity and has not been
approved by a person who is authorised under the FSMA.
Members of the public are not entitled to take part in the Placing and this
announcement is communicated to them for the purposes of information only. This
announcement and the terms and conditions herein must not be relied on, acted
on or responded to by persons who are not Relevant Persons. If you are in any
doubt as to whether you are a Relevant Person you should consult a professional
adviser for advice.
This announcement and appendix do not constitute an offer to sell or issue or
solicitation of an offer to buy or subscribe for new Ordinary Shares in any
jurisdiction, and any acquisition or application for Ordinary Shares should
only be made on the basis of information contained in this document.
The following definitions have been used in this announcement:
"Admission" admission of the Placing Shares to trading on AIM in
accordance with the AIM Rules
"AIM" the AIM market of the London Stock Exchange
"AIM Rules" the rules applicable to AIM as published by the
London Stock Exchange from time to time
"Board" or "Directors" the directors of Zenergy
"CREST" the relevant system (as defined in the Uncertificated
Securities Regulations 2001) in respect of which
Euroclear is the operator
"Enlarged Share the issued share capital of the Company immediately
Capital" following the Placing
"Euroclear" Euroclear UK & Ireland Limited
"Existing Ordinary the 44,325,303 Ordinary Shares in issue as at the
Shares" date of this announcement
"FSMA" Financial Services and Markets Act 2000 (as amended)
"Group" the Company and its subsidiaries
"London Stock London Stock Exchange plc
Exchange"
"Mirabaud" Mirabaud Securities LLP, Joint Broker to the Company
"Ordinary Shares" ordinary shares of 1p each in the capital of the
Company
"Panmure Gordon & Co" Panmure Gordon (UK) Limited (trading as Panmure
Gordon & Co) whose registered office is at Moorgate
Hall, 155 Moorgate, London, EC2M 6XB, the Nominated
Adviser and Joint Broker to the Company
"Placees" Persons making an offer to subscribe for Placing
Shares pursuant to the Placing
"Placing" the conditional placing by Panmure Gordon & Co and
Mirabaud, on behalf of the Company, of the Placing
Shares at the Placing Price, pursuant to the terms
and conditions of the Placing Agreement
"Placing Agreement" the conditional agreement dated 29 April 2009 between
the Company and Panmure Gordon & Co and Mirabaud
relating to the Placing
"Placing Price" 120p per Ordinary Share
"Placing Shares" 7,916,667 Ordinary Shares which are the subject of
the Placing
"Prospectus Rules" the Prospectus Rules made by the Financial Services
Authority with effect from 1 July 2005 pursuant to
Commission Regulation (EC) No. 809/2004
"Securities Act" the United States Securities Act of 1933, as amended
"Shareholders" holder(s) of Existing Ordinary Shares
"United Kingdom" or the United Kingdom of Great Britain and Northern
"UK" Ireland
"United States" or the United States of America, its territories and
"USA" possessions
"Zenergy", the Zenergy Power plc and its subsidiaries
"Company or the
"Group"
The Placing
Under the Placing, Panmure Gordon & Co and Mirabaud on behalf of the Company,
have conditionally placed 7,916,667 new Ordinary Shares at the Placing Price to
raise GBP9.5 million (or approximately GBP9.1 million net of expenses).
Application has been made to the London Stock Exchange for the admission of the
Placing Shares to trading on AIM. It is expected that Admission will occur and
that dealings will commence on 5 May 2009 at which time it is also expected
that the Placing Shares will be enabled for settlement in CREST.
Terms of the Placing Agreement
Pursuant to the Placing Agreement, Panmure Gordon & Co and Mirabaud have agreed
to use their reasonable endeavours to place the Placing Shares with Placees.
The Placing is conditional upon, inter alia, Admission and on the Placing
Agreement having become unconditional and not having been terminated in
accordance with its terms prior to Admission. If the conditions contained in
the Placing Agreement are not fulfilled or waived on or before 8.00 am on 5 May
2009 (or such later time and date as the Company and Panmure Gordon & Co and
Mirabaud may agree, being no later than 6.00 pm on 12 May 2009) the Placing
will not become unconditional and the placing monies will be returned to the
Placees, without interest, as soon as practicable thereafter.
In consideration of their services in connection with the Placing, the Company
will pay to Panmure Gordon & Co and Mirabaud a commission of a certain
percentage of the aggregate value, at the Placing Price, of the Placing Shares.
The Placing Agreement contains warranties given by the Company with respect to
Zenergy, its business and certain matters connected with the Placing. Panmure
Gordon & Co and Mirabaud are entitled to terminate the Placing Agreement in
certain circumstances prior to Admission, principally in the event that any of
the warranties contained therein are, or become, materially untrue, inaccurate
or misleading or if an event of force majeure arises. In addition, the Company
has given a customary indemnity to Panmure Gordon & Co and Mirabaud in respect
of, amongst other things, the performance by Panmure Gordon & Co and Mirabaud
of their services in connection with the Placing and the application on behalf
of the Company to the London Stock Exchange for Admission.
The exercise by Panmure Gordon & Co and Mirabaud of any right of termination
under the Placing Agreement shall be within their absolute discretion and
Panmure Gordon & Co and Mirabaud shall have no liability to any Placee, or any
other person for whom any Placee is subscribing, in respect of any decision
which they make as to whether or not to exercise any right of termination or
any of their other rights under the Placing Agreement.
General
These terms and conditions apply to persons making an offer to subscribe for
Placing Shares under the Placing. Each person to whom these conditions apply,
as described above, who confirms his agreement to Panmure Gordon & Co and
Mirabaud (on behalf of itself and the Company) to subscribe for Placing Shares
(which may include Panmure Gordon & Co and Mirabaud and/or its nominee(s))
hereby agrees with each of Panmure Gordon & Co and Mirabaud and the Company to
be bound by these terms and conditions as being the terms and conditions on
which the Placing Shares will be issued under the Placing. A Placee shall,
without limitation, become so bound if Panmure Gordon & Co and Mirabaud
confirms to it (i) the Placing Price and (ii) its allocation (the
"Confirmation") and Panmure Gordon & Co and Mirabaud so notifies the Company's
registrar on behalf of the Company.
Conditional on (i) Admission occurring on 5 May 2009 or such later date as the
Company and Panmure Gordon & Co and Mirabaud may agree (not being later than 12
May 2009), and (ii) the Confirmation, each Placee agrees to subscribe for the
number of Placing Shares allocated to it, at the Placing Price. To the fullest
extent permitted by law, each Placee acknowledges and agrees that it will not
be entitled to exercise any remedy of rescission at any time. This does not
affect any other rights a Placee may have. A conditional contract note will be
dispatched as soon as possible following the Confirmation.
Each Placee undertakes to pay the Placing Price for the Placing Shares issued
to such Placee in such manner as shall be directed by Panmure Gordon & Co and
Mirabaud. Liability for stamp duty and stamp duty reserve tax is described
below. In the event of failure by any Placee to pay as so directed, the
relevant Placee shall be deemed hereby to have appointed Panmure Gordon & Co
and Mirabaud or any nominee of Panmure Gordon & Co and Mirabaud to sell (in one
or more transactions) any or all of the Placing Shares in respect of which
payment shall not have been made as directed by Panmure Gordon & Co and
Mirabaud.
This announcement is the sole responsibility of the Company. Panmure Gordon &
Co is acting as nominated adviser and joint broker to the Company and Mirabaud
is acting as joint broker to the Company and to no other person in relation to
the Placing. Panmure Gordon & Co and Mirabaud will not be responsible to any
person other than the Company for providing the protections afforded to the
customers of Panmure Gordon & Co and Mirabaud nor for advising any person other
than the Company on the transactions and arrangements referred to in this
announcement.
By participating in the Placing, each Placee irrevocably represents, warrants
and undertakes to Panmure Gordon & Co and Mirabaud (for themselves and as agent
of the Company) that:
(a) it and/or each person on whose behalf it is participating (in whole or in
part) in the Placing or to whom it allocates its Placing Shares in whole or in
part:
(i) has the capacity and authority and is entitled to enter into and perform
its obligations as a subscriber of Placing Shares and will honour such
obligations; and
(ii) has fully observed all laws of relevant jurisdictions and obtained all
necessary governmental or other consents in either case which may be required
in relation to the subscription by it of Placing Shares;
(b) it is not a person who is resident in, or a citizen of, the United States,
Canada, Australia, the Republic of Ireland or Japan (or an agent or nominee of
such a person) or a corporation, partnership or other entity organised under
the laws of any such jurisdiction (or an agent or nominee of such a person);
(c) it is a Relevant Person;
(d) in agreeing to subscribe for Placing Shares it has received and read this
announcement including this appendix and is not relying on any information,
representation or warranty relating to the Placing, Placing Shares or the
Company other than as contained in this announcement and it has not relied on
and is not relying on any representation or warranty or agreement by Panmure
Gordon & Co and Mirabaud or the Company or any of their respective directors,
employees or agents or any other person except as set out in the express terms
herein;
(e) save where Panmure Gordon & Co and Mirabaud have been given prior written
notice to the contrary, in participating in the Placing it is acting as
principal and for no other person and that its acceptance of that participation
will not give any other person a contractual right to require the issue by the
Company of any of the Placing Shares;
(f) it irrevocably confirms Panmure Gordon & Co's and Mirabaud's discretion
with regard to the Placing Agreement and agrees that Panmure Gordon & Co and
Mirabaud do not owe it any fiduciary duties in respect of any claim it may have
relating to the Placing;
(g) it acknowledges that the Placing Shares have not been and will not be
registered under the Securities Act or under the securities laws of any State
of the United States, that the relevant clearances have not been and will not
be obtained from the Securities Commission of any province of Canada and that
the Ordinary Shares have not been and will not be registered under the
securities laws of Australia, the Republic of Ireland or Japan and, therefore,
the Placing Shares may not, subject to certain exceptions, be directly or
indirectly offered or sold in the United States, Canada, Australia, the
Republic of Ireland or Japan;
(h) it acknowledges and agrees that neither it nor any affiliate, nor any
person acting on its or any affiliate's behalf, has or will offer, sell, take
up, renounce, transfer or deliver directly or indirectly any Placing Shares
within the United States, Canada, Australia, the Republic of Ireland or Japan
or offer, sell, take up, renounce, transfer or deliver in favour of a resident
of Canada, Australia, the Republic of Ireland or Japan;
(i) it has not offered or sold and will not offer or sell any Placing Shares in
the United Kingdom prior to Admission except in circumstances which have not
resulted and will not result in an obligation to publish an approved prospectus
arising under section 85(1) of the FSMA or a breach of such section;
(j) it has complied with all relevant laws of all territories, or obtained all
requisite governmental or other consents which may be required in connection
with its participation in the Placing; that it has complied with all requisite
formalities and that it has not taken any action or omitted to take any action
which will or may result in Panmure Gordon & Co and Mirabaud, or the Company or
any of its directors, officers, agents, employees or advisors acting in breach
of the legal and regulatory requirements of any territory in connection with
the Placing or its application; that it is not in a territory in which it is
unlawful to make an offer to subscribe for Placing Shares; and that it will pay
any issue or other taxes due under any relevant non-UK laws;
(k) it acknowledges and agrees in connection with its participation in the
Placing that Panmure Gordon & Co and Mirabaud are not acting for it in relation
to the Placing or otherwise and that Panmure Gordon & Co and Mirabaud will not
have any duties or responsibilities to it for providing the protections
afforded to its customers or for advising it with regard to the Placing or the
Placing Shares, nor do the contents of this announcement constitute the giving
of investment advice by Panmure Gordon & Co and Mirabaud to it;
(l) it has obtained all necessary consents and authorities to enable it to give
its commitment to subscribe for Placing Shares and to perform its obligations
as set out herein;
(m) save where Panmure Gordon & Co and Mirabaud have been given prior written
notice to the contrary, it is not a person falling within subsections (6), (7)
or (8) of sections 67 or 70 or subsections (2) and (3) of section 93 or
subsection (1) of section 96 of the Finance Act 1986 (or an agent or nominee of
such person);
(n) save where Panmure Gordon & Co and Mirabaud have been given prior written
notice to the contrary, the issue of Placing Shares to it (whether as
principal, agent or nominee) will not be subject to stamp duty or stamp duty
reserve tax at the increased rates referred to in sections 67 or 93 (Depositary
Receipts) or sections 70 or 96 (Clearance Services) of the Finance Act 1986;
(o) in the case of a person who confirms to Panmure Gordon & Co and Mirabaud on
behalf of a Placee an agreement to subscribe for Placing Shares and/or who
authorises Panmure Gordon & Co and Mirabaud to notify the Placee's name to the
Company's registrar, that person represents and warrants that he has authority
to do all such acts on behalf of the Placee;
(p) to the extent that a Placee is subscribing for Placing Shares on behalf of
a third party and prior written notice of such matter has been given to Panmure
Gordon & Co and Mirabaud as contemplated by paragraph (e) of this appendix;
(i) such Placee has carried out applicable procedures to verify the identity of
such third party for the purposes of the Money Laundering Regulations 2003 (the
"Regulations");
(ii) such Placee has complied fully with its obligations pursuant to the
Regulations; and
(iii) such Placee will provide Panmure Gordon & Co and Mirabaud on demand with
any information it might require for the purposes of verification under the
Regulations;
(q) it is aware of, has complied with and will comply with its obligations in
connection with money laundering under the Proceeds of Crime Act 2002; and
(r) it acknowledges that the issue of the Placing Shares to it will be issued
subject to the terms and conditions set out herein.
In the event that a Placee is not able to give the warranties in (m) and (n)
above, stamp duty or stamp duty reserve tax may be chargeable or may be
chargeable at a higher rate: neither Panmure Gordon & Co and Mirabaud nor the
Company will be responsible for any resulting liability to stamp duty or stamp
duty reserve tax, which shall be for the account of the Placee and in respect
of which the Placee agrees to indemnify, and keep indemnified, Panmure Gordon &
Co and Mirabaud and the Company.
Each Placee irrevocably appoints any director of Panmure Gordon & Co and
Mirabaud as its agent for the purpose of executing and delivering to the
Company and/or its registrars any documents on its behalf necessary to enable
it to be registered as the holder of any of the Placing Shares offered to it.
Panmure Gordon & Co and Mirabaud will endeavour to meet the demands of those
Placees indicating that they wish to hold their Placing Shares in certificated
form.
In the case of a joint agreement to subscribe for Placing Shares, references to
a Placee in these terms and conditions are to each Placee who is a party to
such agreement and each such Placee's liability is joint and several.
These terms and conditions and all documents and agreements into which these
terms and conditions are incorporated by reference or otherwise validly form a
part will be governed by and construed in accordance with English law. For the
exclusive benefit of Panmure Gordon & Co and Mirabaud and the Company each
Placee irrevocably submits to the exclusive jurisdiction of the English courts
in respect of these matters. This does not prevent an action being taken
against the Placee in another jurisdiction.
END
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