REG - Active Energy Group - Successful Fundraise & Subscription raising £3.0M

Active EnergyAnnouncement

09/12/2021 10:30

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20211209:nRSI1297Va&default-theme=true

RNS Number : 1297V  Active Energy Group PLC  09 December 2021

THIS ANNOUNCEMENT, INCLUDING ITS APPENDIX (TOGETHER, THE "ANNOUNCEMENT") AND
THE INFORMATION CONTAINED HEREIN, IS NOT FOR PUBLICATION, RELEASE OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM
THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF
SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.

 

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR
CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY
PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN
ACTIVE ENERGY GROUP PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS
ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION, SHALL FORM THE BASIS OF, OR BE
RELIED ON IN CONNECTION WITH ANY INVESTMENT DECISION IN RESPECT OF ACTIVE
ENERGY GROUP PLC.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
EU REGULATION 596/2014 (WHICH FORMS PART OF DOMESTIC UK LAW PURSUANT TO THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018) ("UK MAR"). IN ADDITION, MARKET
SOUNDINGS (AS DEFINED IN UK MAR) WERE TAKEN IN RESPECT OF THE PLACING WITH THE
RESULT THAT CERTAIN PERSONS BECAME AWARE OF INSIDE INFORMATION (AS DEFINED IN
UK MAR), AS PERMITTED BY UK MAR, IN RELATION TO ACTIVE ENERGY GROUP PLC AND
ITS SECURITIES. UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA THE REGULATORY
INFORMATION SERVICE, THOSE PERSONS THAT RECEIVED INSIDE INFORMATION IN A
MARKET SOUNDING ARE NO LONGER IN POSSESSION OF SUCH INSIDE INFORMATION, WHICH
IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

 

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

 

9 December 2021

 

Active Energy Group Plc

('Active Energy', 'AEG', or the 'Company')

 

Confirmation of successful Fundraising and Subscription raising £3.0 million

 

Active Energy, the London AIM-quoted renewable energy business focused on the
production of next generation energy pellets, announces, further to the
announcement made earlier today by the Company (the "Launch Announcement"),
that the Company has successfully raised gross cash proceeds totaling £3.0
million, which comprises a Fundraise of £2.77 million and gross cash proceeds
of £0.23 million by Player Design Inc pursuant to a subscription agreement,
all at the Issue Price of 0.2 pence per New Ordinary Share.

 

Highlights

 

·      £1.37 million (before expenses) raised pursuant to the Firm
Placing though the issue of 685,000,000 Firm Placing Shares;

 

·   £1.40 million (before expenses) raised pursuant to the Conditional
Placing through the issue of 702,218,000 Conditional Placing Shares; and

 

·   in total, 1,387,218,000 New Ordinary Shares will be issued pursuant to
the Fundraise and a further 375,940,001 new Ordinary Shares will be issued
pursuant to the Subscription.

 

The Conditional Placing and the Subscription (details of which were provided
in the Launch Announcement) are conditional on, inter alia, the passing of the
Resolutions to be proposed at the General Meeting. A circular providing
further details of the Fundraise, the Subscription and a notice convening the
General Meeting (the "Circular"), will be sent to Shareholders shortly and
will be available on the Company's website once published.

 

 

 

First Admission and total voting rights

Application has been made to the London Stock Exchange for the Firm Placing
Shares to be admitted to trading on AIM. It is expected that First Admission
will become effective and that dealings in the Firm Placing Shares on AIM will
commence on or around 15 December 2021.

 

On Admission of the Firm Placing Shares, the Company's issued ordinary share
capital will consist of 4,587,051,743 Ordinary Shares, with one vote per
share. The Company does not hold any Ordinary Shares in treasury. Therefore,
on First Admission, the total number of Ordinary Shares and voting rights in
the Company will be 4,587,051,743. With effect from First Admission, this
figure may be used by shareholders in the Company as the denominator for the
calculations by which they will determine if they are required to notify their
interest in, or a change to their interest in, the share capital of the
Company under the FCA's Disclosure Guidance and Transparency Rules.

 

Expected timetable

 

 Admission of the Firm Placing Shares to trading on AIM (First Admission)    8.00 a.m. on 15 December 2021
 Admission of the Conditional Placing Shares and the Subscription Shares to  8.00 a.m. on 30 December 2021
 trading on AIM (Second Admission)

 

Directors' participation in the Placing

 

Certain Directors have conditionally subscribed for an aggregate of 30,500,000
Placing Shares at the Issue Price pursuant to the Conditional Placing in the
proportions set out below:

 

 Director         Existing Ordinary Shares held  Conditional Placing Shares subscribed for  Ordinary Shares held on Second Admission  Percentage of Enlarged Share Capital
 Michael Rowan    14,986,250                     12,500,000                                 27,486,250                                0.49%
 James Leahy      10,000,000                     10,000,000                                 20,000,000                                0.35%
 Jason Zimmerman  1,961,500                      2,500,000                                  4,461,500                                 0.08%
 Andrew Diamond   500,000                        2,500,000                                  3,000,000                                 0.05%
 Max Atkin        1,000,000                      3,000,000                                  4,000,000                                 0.07%

 

 

Related Party Transactions

 

Premier Fund Managers Limited ("Premier") and Lombard Odier Asset Management
Limited ("Lombard Odier") are substantial shareholders of the Company and are
therefore classified as related parties under the AIM Rules for Companies.

 

Premier have participated in the Conditional Placing in respect of 200,000,000
Conditional Placing Shares and Lombard Odier has participated in the
Conditional Placing in respect of 50,000,000 Conditional Placing Shares. The
participation of Premier and Lombard Odier in the Fundraise is considered a
related party transaction under the AIM Rules for Companies.

 

The Directors, having consulted with the Company's nominated adviser, Allenby
Capital, consider that the terms of Premier's and Lombard Odier's
participation in the Fundraise are fair and reasonable insofar as the
Company's Shareholders are concerned.

 

Defined terms used in this announcement shall have the same meaning as in the
Launch Announcement unless otherwise defined herein.

 

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 (Corporate Finance)                              +44 (0)20 3328 5656

 Nominated Adviser and Joint Broker

                                      Amrit Nahal (Sales and Corporate Broking)

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

 Joint Broker

                                      Hugh Rich (Corporate Broking)

 Camarco                              Gordon Poole / Tom Huddart / Emily Hall                                    aeg@camarco.co.uk

 Financial PR Adviser                                                                                            +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 plant modification. Active Energy Group's immediate strategic focus
is the production and commercialisation of CoalSwitch™.

 

 

Notification and public disclosure of transactions by persons discharging
managerial responsibilities and persons closely associated with them.

 

 1.    Details of the person discharging managerial responsibilities / person closely
       associated
 a)    Name                                                         Michael Rowan
 2.    Reason for the Notification
 a)    Position/status                                              Chief Executive Officer
 b)    Initial notification/Amendment                               Initial notification
 3.    Details of the issuer, emission allowance market participant, auction
       platform, auctioneer or auction monitor
 a)    Name                                                         Active Energy Group plc
 b)    LEI                                                          213800P9PW3HJ5YJRK43
 4.    Details of the transaction(s): section to be repeated for (i) each type of
       instrument; (ii) each type of transaction; (iii) each date; and (iv) each
       place where transactions have been conducted
 a)    Description of the Financial instrument, type of instrument  Ordinary Shares of 0.01 pence each
       Identification code                                          GB00B1YMN108
 b)    Nature of the transaction                                    Purchase of Ordinary Shares
 c)    Price(s) and volume(s)

Price(s)  Volume(s)
                                                                     0.2p      12,500,000

 
 d)    Aggregated information:                                      N/A Single transaction

       - Aggregated volume

       - Price
 e)    Date of the transaction                                      9 December 2021
 f)    Place of the transaction                                     London Stock Exchange

 

d)

Aggregated information:

- Aggregated volume

- Price

N/A Single transaction

 

e)

Date of the transaction

9 December 2021

f)

Place of the transaction

London Stock Exchange

 

 

 1.    Details of the person discharging managerial responsibilities / person closely
       associated
 a)    Name                                                         James Leahy
 2.    Reason for the Notification
 a)    Position/status                                              Non-Executive Chairman
 b)    Initial notification/Amendment                               Initial notification
 3.    Details of the issuer, emission allowance market participant, auction
       platform, auctioneer or auction monitor
 a)    Name                                                         Active Energy Group plc
 b)    LEI                                                          213800P9PW3HJ5YJRK43
 4.    Details of the transaction(s): section to be repeated for (i) each type of
       instrument; (ii) each type of transaction; (iii) each date; and (iv) each
       place where transactions have been conducted
 a)    Description of the Financial instrument, type of instrument  Ordinary Shares of 0.01 pence each
       Identification code                                          GB00B1YMN108
 b)    Nature of the transaction                                    Purchase of Ordinary Shares
 c)    Price(s) and volume(s)

Price(s)  Volume(s)
                                                                     0.2p      10,000,000

 
 d)    Aggregated information:                                      N/A Single transaction

       - Aggregated volume

       - Price
 e)    Date of the transaction                                      9 December 2021
 f)    Place of the transaction                                     London Stock Exchange

 

d)

Aggregated information:

- Aggregated volume

- Price

N/A Single transaction

 

e)

Date of the transaction

9 December 2021

f)

Place of the transaction

London Stock Exchange

 

 

 1.    Details of the person discharging managerial responsibilities / person closely
       associated
 a)    Name                                                         Andrew Diamond
 2.    Reason for the Notification
 a)    Position/status                                              Finance Director
 b)    Initial notification/Amendment                               Initial notification
 3.    Details of the issuer, emission allowance market participant, auction
       platform, auctioneer or auction monitor
 a)    Name                                                         Active Energy Group plc
 b)    LEI                                                          213800P9PW3HJ5YJRK43
 4.    Details of the transaction(s): section to be repeated for (i) each type of
       instrument; (ii) each type of transaction; (iii) each date; and (iv) each
       place where transactions have been conducted
 a)    Description of the Financial instrument, type of instrument  Ordinary Shares of 0.01 pence each
       Identification code                                          GB00B1YMN108
 b)    Nature of the transaction                                    Purchase of Ordinary Shares
 c)    Price(s) and volume(s)

Price(s)  Volume(s)
                                                                     0.2p      2,500,000

 
 d)    Aggregated information:                                      N/A Single transaction

       - Aggregated volume

       - Price
 e)    Date of the transaction                                      9 December 2021
 f)    Place of the transaction                                     London Stock Exchange

 

d)

Aggregated information:

- Aggregated volume

- Price

N/A Single transaction

 

e)

Date of the transaction

9 December 2021

f)

Place of the transaction

London Stock Exchange

 

 

 1.    Details of the person discharging managerial responsibilities / person closely
       associated
 a)    Name                                                         Jason Zimmermann
 2.    Reason for the Notification
 a)    Position/status                                              Non-Executive Director
 b)    Initial notification/Amendment                               Initial notification
 3.    Details of the issuer, emission allowance market participant, auction
       platform, auctioneer or auction monitor
 a)    Name                                                         Active Energy Group plc
 b)    LEI                                                          213800P9PW3HJ5YJRK43
 4.    Details of the transaction(s): section to be repeated for (i) each type of
       instrument; (ii) each type of transaction; (iii) each date; and (iv) each
       place where transactions have been conducted
 a)    Description of the Financial instrument, type of instrument  Ordinary Shares of 0.01 pence each
       Identification code                                          GB00B1YMN108
 b)    Nature of the transaction                                    Purchase of Ordinary Shares
 c)    Price(s) and volume(s)

Price(s)  Volume(s)
                                                                     0.2p      2,500,000

 
 d)    Aggregated information:                                      N/A Single transaction

       - Aggregated volume

       - Price
 e)    Date of the transaction                                      9 December 2021
 f)    Place of the transaction                                     London Stock Exchange

 

d)

Aggregated information:

- Aggregated volume

- Price

N/A Single transaction

 

e)

Date of the transaction

9 December 2021

f)

Place of the transaction

London Stock Exchange

 

 

 1.    Details of the person discharging managerial responsibilities / person closely
       associated
 a)    Name                                                         Max Aitken
 2.    Reason for the Notification
 a)    Position/status                                              Non-Executive Director
 b)    Initial notification/Amendment                               Initial notification
 3.    Details of the issuer, emission allowance market participant, auction
       platform, auctioneer or auction monitor
 a)    Name                                                         Active Energy Group plc
 b)    LEI                                                          213800P9PW3HJ5YJRK43
 4.    Details of the transaction(s): section to be repeated for (i) each type of
       instrument; (ii) each type of transaction; (iii) each date; and (iv) each
       place where transactions have been conducted
 a)    Description of the Financial instrument, type of instrument  Ordinary Shares of 0.01 pence each
       Identification code                                          GB00B1YMN108
 b)    Nature of the transaction                                    Purchase of Ordinary Shares
 c)    Price(s) and volume(s)

Price(s)  Volume(s)
                                                                     0.2p      3,000,000

 
 d)    Aggregated information:                                      N/A Single transaction

       - Aggregated volume

       - Price
 e)    Date of the transaction                                      9 December 2021
 f)    Place of the transaction                                     London Stock Exchange

 

d)

Aggregated information:

- Aggregated volume

- Price

N/A Single transaction

 

e)

Date of the transaction

9 December 2021

f)

Place of the transaction

London Stock Exchange

 

 

IMPORTANT NOTICES

 

Neither this Announcement, nor any copy of it, may be taken or transmitted,
published or distributed, directly or indirectly, in, or into the United
States, Canada, Australia, Japan, or the Republic of South Africa or to any
persons in any of those jurisdictions or any other jurisdiction where to do so
would constitute a violation of the relevant securities laws of such
jurisdiction. This Announcement is for information purposes only and does not
constitute an offer to sell or issue, or the solicitation of an offer to buy,
acquire or subscribe for any shares in the capital of the Company in the
United States, Canada, Australia, Japan or the Republic of South Africa or any
other state or jurisdiction in which such offer or solicitation is not
authorised or to any person to whom it is unlawful to make such offer or
solicitation. Any failure to comply with these restrictions may constitute a
violation of securities laws of such jurisdictions. The Placing Shares have
not been, and will not be, registered under the US Securities Act of 1933, as
amended (the "US Securities Act") or under any securities laws of any state or
other jurisdiction of the United States and may not be offered, sold, resold,
transferred or delivered, directly or indirectly, in or into the United States
except pursuant to an applicable exemption from, or in a transaction not
subject to, the registration requirements of the US Securities Act and in
compliance with the securities laws of any state or other jurisdiction of the
United States. There will be no public offering of securities in the United
States. Any failure to comply with the foregoing restrictions may constitute a
violation of US securities laws. The distribution of this Announcement in
other jurisdictions may be restricted by law and persons into whose possession
this Announcement comes should inform themselves about, and observe, any such
restrictions.

 

There is no intention to register any portion of the Placing in the United
States or to conduct any public offering of securities in the United States or
elsewhere. All offers of Placing Shares will be made pursuant to an exemption
under the Prospectus Regulation (EU) 2017/1129, as amended from time to time,
and includes any relevant implementing measure in any member state (the
"Prospectus Regulation"), from the requirement to produce a prospectus.

 

Recipients of this Announcement should conduct their own investigation,
evaluation and analysis of the business, data and property described in this
Announcement. This Announcement does not constitute a recommendation
concerning any investor's options with respect to the Placing. The price and
value of securities can go down as well as up. Past performance is not a guide
to future performance. The contents of this Announcement are not to be
construed as legal, business, financial or tax advice. Each Shareholder or
prospective investor should consult with his or her or its own legal adviser,
business adviser, financial adviser or tax adviser for legal, financial,
business or tax advice.

 

Members of the public are not eligible to take part in the Placing. This
Announcement is for information purposes only and is directed only at: (a)
persons in Member States of the European Economic Area who are qualified
investors within the meaning of article 2(e) of the Prospectus Regulation
("Qualified Investors"); and (b) in the United Kingdom, Qualified Investors
who are persons who (i) have professional experience in matters relating to
investments falling within the definition of "investment professionals" in
article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order"); (ii) are persons falling
within article 49(2)(a) to (d) ("high net worth companies, unincorporated
associations, etc") of the Order; or (iii) are persons to whom it may
otherwise be lawfully communicated (all such persons together being referred
to as "Relevant Persons"). This Announcement must not be acted on or relied on
by persons who are not Relevant Persons.

 

This Announcement is not being distributed by, nor has it been approved for
the purposes of section 21 of the Financial Services and Markets Act 2000, as
amended ("FSMA") by, a person authorised under FSMA. This Announcement is
being distributed and communicated to persons in the United Kingdom only in
circumstances in which section 21(1) of FSMA does not apply. No prospectus
will be made available in connection with the matters contained in this
Announcement and no such prospectus is required (in accordance with the
Prospectus Regulation) to be published. Persons needing advice should consult
an independent financial adviser.

 

Persons (including without limitation, nominees and trustees) who have a
contractual right or other legal obligations to forward a copy of this
Announcement should seek appropriate advice before taking any action.

 

This Announcement has been issued by, and is the sole responsibility of, the
Company. No representation or warranty, express or implied, is or will be made
by the Company or Allenby Capital or Panmure Gordon or by any of their
respective partners, directors, officers, employees, advisers, consultants or
affiliates 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 person or its advisers, and any liability therefore is expressly
disclaimed. None of the information in this Announcement has been
independently verified or approved by Allenby Capital or by Panmure Gordon or
any of their respective partners, directors, officers, employees, advisers,
consultants or affiliates. Save for any responsibilities or liabilities, if
any, imposed on Allenby Capital or Panmure Gordon by FSMA or by the regulatory
regime established under it, no responsibility or liability is accepted by
Allenby Capital or Panmure Gordon or any of its respective partners,
directors, officers, employees, advisers, consultants or affiliates for any
errors, omissions or inaccuracies in such information or opinions or for any
loss, cost or damage suffered or incurred howsoever arising, directly or
indirectly, from any use of this Announcement or its contents or otherwise in
connection with this Announcement or from any acts or omissions of the Company
in relation to the Placing.

 

Allenby Capital and Panmure Gordon which are authorised and regulated in the
United Kingdom by the FCA, are acting for the Company and no-one else in
connection with the transactions and arrangements described in this
Announcement and will not regard any other person (whether or not a recipient
of this Announcement) as a client in relation to the transactions and
arrangements described in this Announcement. Allenby Capital and Panmure
Gordon are not responsible to anyone other than the Company for providing the
protections afforded to clients of Allenby Capital or Panmure Gordon or for
providing advice in connection with the contents of this Announcement or the
transactions and arrangements described herein.

 

The distribution of this Announcement and the offering of the Placing Shares
in certain jurisdictions may be restricted by law. No action has been taken by
the Company or Allenby Capital or Panmure Gordon that would permit an offering
of such shares or possession or distribution of this Announcement or any other
offering or publicity material relating to such shares in any jurisdiction
where action for that purpose is required. Persons into whose possession this
Announcement comes are required by the Company and Allenby Capital and Panmure
Gordon to inform themselves about, and to observe, such restrictions.

 

No prospectus will be made available in connection with the matters contained
in this Announcement and no such prospectus is required (in accordance with
the Prospectus Regulation) to be published. Persons needing advice should
consult an independent financial adviser.

 

In connection with the Placing, Allenby Capital and Panmure Gordon and any of
their affiliates, acting as investors for their own account, may take up a
portion of the shares in the Placing as a principal position and in that
capacity may retain, purchase, sell, offer to sell for their own accounts such
shares and other securities of the Company or related investments in
connection with the Placing or otherwise. Accordingly, references to Placing
Shares being offered, acquired, placed or otherwise dealt in should be read as
including any issue or offer to, or acquisition, placing or dealing by Allenby
Capital or Panmure Gordon and any of their affiliates acting in such capacity.
In addition, Allenby Capital, Panmure Gordon and any of their affiliates may
enter into financing arrangements (including swaps) with investors in
connection with which Allenby Capital, Panmure Gordon and any of their
respective affiliates may from time to time acquire, hold or dispose of
shares. Allenby Capital and Panmure Gordon do not intend to disclose the
extent of any such investment or transactions otherwise than in accordance
with any legal or regulatory obligations to do so.

 

Cautionary statements

This Announcement may contain and the Company may make verbal statements
containing "forward-looking statements" with respect to certain of the
Company's plans and its current goals and expectations relating to its future
financial condition, performance, strategic initiatives, objectives and
results. Forward-looking statements sometimes use words such as "aim",
"anticipate", "target", "expect", "estimate", "intend", "plan", "goal",
"believe", "seek", "may", "could", "outlook" or other words of similar
meaning. By their nature, all forward-looking statements involve risk and
uncertainty because they relate to future events and circumstances which are
beyond the control of the Company. As a result, the actual future financial
condition, performance and results of the Company may differ materially from
the plans, goals and expectations set forth in any forward-looking statements.
Any forward-looking statements made in this Announcement by or on behalf of
the Company speak only as of the date they are made. The information contained
in this Announcement is subject to change without notice and except as
required by applicable law or regulation, the Company expressly disclaims any
obligation or undertaking to publish any updates or revisions to any
forward-looking statements contained in this Announcement to reflect any
changes in the Company's expectations with regard thereto or any changes in
events, conditions or circumstances on which any such statements are based.

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.

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  ROIEAEANEALFFFA