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RNS Number : 5921S AIM 17 November 2021
ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE
WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")
COMPANY NAME:
Eneraqua Technologies plc ("the Company", "the Group" or "Eneraqua")
COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS
(INCLUDING POSTCODES):
Registered office address:
2 Windmill Street, Fitzrovia, London W1T 2HX
Principal trading address:
7 Bede House, Glover Industrial Estate, Washington, Tyne and Wear NE37 2SH
COUNTRY OF INCORPORATION:
United Kingdom
COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:
https://www.eneraquatechnologies.com/
(from Admission)
COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN
INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION IS
SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE
STATED:
The Group is a specialist in energy and water efficiency. The principal
activity of the Group is the provision of turnkey solutions for
decarbonisation through heating and hot water systems for multiple occupancy
social housing and commercial projects. In addition, the Group delivers water
efficiency upgrades for utilities and commercial clients such as hotels and
care homes. These activities are underpinned by the Company's wholly-owned
intellectual property, the Control Flow HL2024 family of products which reduce
water wastage and improve the performance of heating and hot water systems.
The Group's services are split into two divisions: energy and water. Energy is
the larger division, with the Company focused on clients with end of life gas,
oil or electric heating and hot water systems. The Group provides turnkey
retrofit district or communal heating systems based either on high-efficiency
gas or ground/air source heat pump solutions. The incorporation of the Control
Flow HL2024 products into these systems helps improve performance and reduce
costs for both the property owner and resident.
The water division is a growing service offering focused on water efficiency
upgrades utilising the patented Control Flow HL2024 technology. Control Flow
HL2024 is a pressure independent flow control family of products which reduce
water wastage and improve end user experience by reducing the fluctuations in
flow which occur in systems. As well as controlling the input flow into
properties, Control Flow HL2024 can also be used for individual showers to
reduce temperature fluctuations.
The Company's main country of operation is the United Kingdom. The Company's
head office is based in London with the main administration centre at
Washington (Sunderland). Additional offices are located in Leeds, Kolkata,
Toledo and Emmen. The Company has 94 full time employees, with the majority
employed within the UK.
DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER
OF THE SECURITIES (i.e. where known, number and type of shares, nominal value
and issue price to which it seeks admission and the number and type to be held
as treasury shares):
There will be one class of ordinary share admitted to trading.
33,222,130 ordinary shares of 1p each at a Placing price of 277 pence per
ordinary share.
No ordinary shares held in treasury.
The ordinary shares will be freely transferable and have no restrictions as to
transfer placed on them.
CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED
MARKET CAPITALISATION ON ADMISSION:
Capital to be raised on Admission: £12.0 million primary and £8.0 million
secondary.
Anticipated market capitalisation on admission: £92.0 million.
PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:
Approximately 78.0 per cent.
DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES
(OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED:
None
FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the
first name by which each is known or including any other name by which each is
known):
Richard Guy Thomas Stenhouse - Independent Non-Executive Chairman
Mitesh Ramji Dhanak - Chief Executive Officer
Iain Stuart Richardson - Chief Financial Officer
David (Dave) Arthur Routledge - Non-Executive Director
Sarah Cope - Independent Non-Executive Director
William (Bill) Tame - Independent Non-Executive Director
FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE
OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first
name by which each is known or including any other name by which each is
known):
Investor Pre Admission Post Admission
Shares % Shares %
Anila Dhanak(1) 5,466,701 18.92 4,757,521 14.32
Mitesh Ramji Dhanak 1,625,100 5.63 1,625,100 4.89
Joseph Andrew (Drew) Johnson(2) 4,577,000 15.84 4,119,300 12.40
David (Dave) Arthur Routledge 4,577,000 15.84 4,119,300 12.40
Ian Daniel McLeod(2) 4,289,000 14.85 3,860,100 11.62
James Robert Waring(2) 3,053,400 10.57 2,748,060 8.27
Gary James Copeland(2) 2,058,600 7.13 1,852,740 5.58
Slater Investments Ltd - - 1,685,920 5.07
Hayley Louise Peters(2) 1,232,400 4.27 1,109,160 3.34
Daniel Rigby Ludgate 1,058,300 3.66 952,470 2.87
( )
(1 )Wife of Mitesh Dhanak (CEO of the Company).
(2 )Current Eneraqua Director stepping down from Board prior to Admission.
NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH
(H) OF THE AIM RULES:
(a) Ernst & Young LLP
(b) Sarah Cope
(c) Guy Stenhouse
(d) FIT Remuneration Consultants LLP
(e) Orana Corporate LLP
(i) ANTICIPATED ACCOUNTING REFERENCE DATE
(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE
ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited
interim financial information)
(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS
PURSUANT TO AIM RULES 18 AND 19:
(i) 31 January
(ii) 31 July 2021
(iii) 31 July 2022 (12 month audited accounts to 31 January 2022)
31 October 2022 (6 month unaudited accounts to 31 July 2022)
31 July 2023 (12 month audited accounts to 31 January 2023)
EXPECTED ADMISSION DATE:
22 November 2021
NAME AND ADDRESS OF NOMINATED ADVISER:
finnCap Ltd
One Bartholomew Close
London
EC1A 7BL
NAME AND ADDRESS OF BROKER:
finnCap Ltd
One Bartholomew Close
London
EC1A 7BL
OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR
INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A
STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE
ADMISSION OF ITS SECURITIES:
Electronic copies of the Admission Document will be available on the Company's
website from the date of Admission.
The Admission Document will contain full details about the Company and the
admission of its securities.
THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY
QCA Corporate Governance Code
DATE OF NOTIFICATION:
17 November 2021
NEW / UPDATE:
Update
( )
(1 )Wife of Mitesh Dhanak (CEO of the Company).
(2 )Current Eneraqua Director stepping down from Board prior to Admission.
NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH
(H) OF THE AIM RULES:
(a) Ernst & Young LLP
(b) Sarah Cope
(c) Guy Stenhouse
(d) FIT Remuneration Consultants LLP
(e) Orana Corporate LLP
(i) ANTICIPATED ACCOUNTING REFERENCE DATE
(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE
ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited
interim financial information)
(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS
PURSUANT TO AIM RULES 18 AND 19:
(i) 31 January
(ii) 31 July 2021
(iii) 31 July 2022 (12 month audited accounts to 31 January 2022)
31 October 2022 (6 month unaudited accounts to 31 July 2022)
31 July 2023 (12 month audited accounts to 31 January 2023)
EXPECTED ADMISSION DATE:
22 November 2021
NAME AND ADDRESS OF NOMINATED ADVISER:
finnCap Ltd
One Bartholomew Close
London
EC1A 7BL
NAME AND ADDRESS OF BROKER:
finnCap Ltd
One Bartholomew Close
London
EC1A 7BL
OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR
INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A
STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE
ADMISSION OF ITS SECURITIES:
Electronic copies of the Admission Document will be available on the Company's
website from the date of Admission.
The Admission Document will contain full details about the Company and the
admission of its securities.
THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY
QCA Corporate Governance Code
DATE OF NOTIFICATION:
17 November 2021
NEW / UPDATE:
Update
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