REG - Active Energy Group - Posting of report and accounts, notice of AGM

Active EnergyAnnouncement

10/06/2022 12:00

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RNS Number : 3735O  Active Energy Group PLC  10 June 2022

Active Energy Group Plc / EPIC: AEG / Sector: Alternative Energy

 

10 June 2022

 

Active Energy Group Plc
("Active Energy" or the "Company")

 

Posting of report and accounts, notice of annual general meeting and proposed
share consolidation

 

Posting of report and accounts, notice of annual general meeting

Active Energy, the London quoted international biomass based renewable energy
business, announces that the Company's Annual Report and Accounts for the year
ended 31 December 2021, together with the Notice of the Company's 2022 Annual
General Meeting (the "AGM") will shortly be available to download from the
Company's website at www.aegplc.com (http://www.aegplc.com) and will be posted
to Company shareholders later today.

The AGM will be held at the Novotel London Paddington, 3 Kingdom Street,
London W2 6BD at 9:00 a.m. on Monday, 4 July 2022.

It is currently envisaged that the AGM will be run as an open meeting.
However, the Company reserves the right to put in place appropriate COVID-19
security measures.

Shareholders are encouraged to vote by proxy and appoint the Chairman of the
meeting as their proxy for this purpose (rather than their own choice of
person) to ensure that their vote is counted if they are unable to attend the
meeting.

A personalised form of proxy will be sent to shareholders and a form for use
will also be available for download on the Company's website.

Proposed share consolidation

 

As part of the business of the AGM, the Company is proposing a consolidation
of its share capital (the "Consolidation"). The Board considers that this
proposed Consolidation could improve market liquidity by reducing the
volatility and spread of the Company's ordinary shares and make trading in the
Company's shares more attractive to a broader range of institutional
investors. Furthermore, the Directors believe that the Consolidation will mean
that the Company's share price complies with the rules for listing on the
OTCQB.

 

The Company is proposing to consolidate every 35 existing ordinary shares of
£0.001 each ("Existing Ordinary Shares") into one new ordinary share of
£0.0035 each ("New Ordinary Share"). Subject to the passing of the AGM
resolution, the Consolidation will take effect at the close of business on the
date of the AGM ("Record Date").

 

The proportion of the issued ordinary share capital of the Company held by
each shareholder immediately before and after the Consolidation will remain,
save for fractional entitlements (as detailed below), unchanged.

 

New share issue

 

To effect the Consolidation, it will be necessary to issue such minimum number
of additional Existing Ordinary Shares so that the aggregate nominal value of
the ordinary share capital of   the Company is exactly divisible by 35. It
is therefore expected that 15 Existing Ordinary Shares will be issued at
nominal value to the Company Secretary on the date of the AGM.

 

Fractions

 

No shareholder will be entitled to a fraction of a New Ordinary Share and
where, as a result of  the Consolidation, any shareholder would otherwise be
entitled to a fraction of a New Ordinary Share in respect of their holding of
Existing Ordinary Shares at the Record Date (a "Fractional Shareholder"), such
fractions will be aggregated with the fractions of New Ordinary Shares to
which other Fractional Shareholders may be entitled so as to form full New
Ordinary Shares and sold in the market. The costs, including the associated
professional fees and expenses, that would be incurred in distributing such
proceeds are likely to exceed the total net proceeds  distributable to such
Fractional Shareholders. The Board is therefore of the view that, as a result
of the disproportionate costs in such circumstances, it would not be in the
Company's best interests to distribute such proceeds of sale and the proceeds
will instead be retained for the benefit of the Company or donated to charity.

 

The provisions set out above mean that any such Fractional Shareholders will
not have a resultant proportionate shareholding of New Ordinary Shares exactly
equal to their proportionate holding of Existing Ordinary Shares. Shareholders
with only a fractional entitlement to a New Ordinary Share (i.e. those
shareholders holding a total of fewer than 35 Existing Ordinary Shares at the
Record Date) will cease to be a shareholder of the Company.

 

Accordingly, shareholders currently holding fewer than 35 Existing Ordinary
Shares who wish to remain a shareholder following the Consolidation would need
to increase their shareholding to at least 35 Existing Ordinary Shares prior
to the Record Date. Shareholders in this position are encouraged to obtain
independent financial advice as appropriate before taking any action.

 

Shareholders with holdings of Existing Ordinary Shares in both certificated
and uncertificated   form will be treated as having separate holdings for
the purpose of calculating their entitlement to New Ordinary Shares.

 

Shareholder approval

 

The resolution to approve the Consolidation must be passed by an ordinary
resolution of shareholders to become effective.

 

Effect of the Consolidation on LTIPs, share options and warrants

 

Following the Consolidation, it is proposed that the number of shares subject
to any      outstanding LTIPs, share options or warrants ("Dilutive
Instruments") and the exercise price payable on exercise of such Dilutive
Instruments will be adjusted by the Board in such manner and with effect from
such date as the Board may determine to be appropriate.

 

The effect of these adjustments will be that, following the Consolidation, the
number of shares subject to any Dilutive Instrument will decrease broadly to
1/35(th) of their number prior to the Consolidation whilst the price payable
for the exercise of each Dilutive Instrument will increase broadly by a
multiple of 35. There should, therefore, be no material alteration to the
current potentially dilutive effects of the Dilutive Instruments.

 

Notice of the adjustments to the Dilutive Instruments will be sent to
individual holders as soon as reasonably practicable following the
Consolidation becoming effective.

 

ISIN and SEDOL codes

 

Following the Consolidation, the New Ordinary Shares will trade under the
following codes:

 

·     ISIN              GB00BPG7NS80

·     SEDOL          BPG7NS8

 

Issued share capital

 

Immediately following the Consolidation, the issued share capital of the
Company is     expected to be 161,863,136 New Ordinary Shares (assuming a
further 15 Existing Ordinary Shares are issued at nominal value to the Company
Secretary on the date of the AGM to effect the Consolidation as described
above under the heading  "New share issue").

 

Rights of the New Ordinary Shares

 

Other than a change in nominal value, the New Ordinary Shares will have the
same rights and be subject to the same restrictions as the Existing Ordinary
Shares from which they will be derived, including voting, dividend and other
rights. Following the Consolidation each shareholder will hold 1 New Ordinary
Share for every 35 Existing Ordinary Shares held immediately before the
Consolidation.

 

Admission of, and dealings in, the New Ordinary Shares

 

Application will be made for the New Ordinary Shares to be admitted to trading
on AIM and, assuming that the relevant resolution is passed by shareholders,
dealings in the Existing Ordinary Shares are expected to cease at the close of
business on 4 July 2022 and dealings in the New Ordinary Shares are expected
to commence at 8:00 a.m. on 5 July 2022.

EXPECTED TIMETABLE FOR THE SHARE CONSOLIDATION

                                                                                 2022
 AGM                                                                             9.00 a.m. on 4 July
 Latest time and date for dealings in Existing Ordinary Shares                   6.30 p.m. on 4 July
 Record Date                                                                     6.30 p.m. on 4 July
 Admission effective and commencement of dealings on AIM in the New Ordinary     8.00 a.m. on 5 July
 Shares
 CREST accounts credited with New Ordinary Shares (where applicable)             5 July
 Despatch of definitive certificates for New Ordinary Shares (where applicable)  15 July

 

 

 Enquiries
 Active Energy Group Plc              Michael Rowan (Chief Executive Officer)                                      info@aegplc.com

                                      Andrew Diamond (Chief Financial Officer)

 Allenby Capital Limited              Nick Naylor / James Reeve / Freddie Wooding (Corporate Finance)            Office: +44 (0)20 3328 5656

 Nominated Adviser and Joint Broker   Amrit Nahal (Sales/Corporate Broking)

 Panmure Gordon & Co                  John Prior / James Sinclair-Ford / Harriette Johnson (Corporate Finance)   Office: +44 (0)20 7886 2500

 Joint Broker

                                      Hugh Rich (Corporate Broking)

 Camarco                              Georgia Edmonds / Tom Huddart / Emily Hall                                 aeg@camarco.co.uk (mailto:aeg@camarco.co.uk)

 Financial PR Adviser                                                                                            Office: +44 (0)20 3757 4980

 

About Active Energy Group:

Active Energy Group plc is a London listed (AIM: AEG) renewable energy company
that has developed a proprietary technology which transforms low-cost biomass
material into high-value green fuels. Its patented product CoalSwitch® is the
world's only drop-in biomass fuel that can be mixed at any ratio with coal or
completely replace coal in existing coal-fired power stations without
requiring significant plant modification. Active Energy Group's immediate
strategic focus is the production and commercialisation of CoalSwitch®.

 

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