REG - Alkemy Capital Invs. - Reverse Takeover and Suspension of Listing

Alkemy Capital InvestmentsAnnouncement

25/02/2022 07:30

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20220225:nRSY8377Ca&default-theme=true

RNS Number : 8377C  Alkemy Capital Investments PLC  25 February 2022

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, NEW
ZEALAND, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION WHERE
IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS FOR THE PURPOSES OF
THE PROSPECTUS REGULATION RULES OF THE UK FINANCIAL CONDUCT AUTHORITY ("FCA")
OR OTHERWISE AND IS NOT AND DOES NOT CONSTITUTE OR FORM PART OF, AND SHOULD
NOT BE CONSTRUED AS, AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION,
INCLUDING IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, NEW ZEALAND, THE
REPUBLIC OF SOUTH AFRICA OR JAPAN.

 

Neither this announcement, nor anything contained herein, shall form the basis
of, or be relied upon in connection with, any offer or commitment whatsoever
in any jurisdiction. Investors should not purchase any ordinary shares of
£0.02 in the capital of the Company ("Ordinary Shares") referred to in this
announcement except in compliance with applicable securities laws and
regulations and on the basis of information contained in the final prospectus
(the "Prospectus") including the risk factors set out therein, to be published
by Alkemy Capital Investments Plc (and any supplement thereto), in connection
with the proposed admission of its Ordinary Shares on the standard listing
segment of the Official List of the FCA and admission to trading on the main
market for listed securities of London Stock Exchange plc ("LSE"). A copy of
the Prospectus is available for inspection on the Company's website at
www.alkemycapital.co.uk/investors/prospectus
(http://www.alkemycapital.co.uk/investors/prospectus) .

 

 

25 February 2022

 

Alkemy Capital Investments Plc

("Alkemy" or the "Company)

 

Reverse Takeover Transaction and Suspension of Listing

Formation of Operating Subsidiary to Develop the UK's First Lithium Hydroxide
Processing Facility in Teesside

 Entry into an Exclusivity Agreement for Agreement for Lease

 

 

The Company is pleased to announce that it has entered into an exclusivity
agreement with Sembcorp Utilities (UK) Limited in respect of its proposal to
enter into a lease over a brownfields site at Wilton International, a
well-established chemical engineering park located in Teesside, on which it
intends to construct a lithium hydroxide processing facility. It is also today
forming a wholly owned subsidiary company called Tees Valley Lithium Limited
("TVL") to pursue this new strategy and intends to finance and construct the
processing facility through TVL.

 

This constitutes a Reverse Takeover under the Listing Rules and therefore, at
the request of the Company, the FCA has suspended the listing of the Company's
Ordinary Shares on the standard segment of the Official List and trading of
the Ordinary Shares on the main Market of the LSE as of 8 a.m. today.

 

The Company proposes to seek readmission to the Official List, standard
segment and to trading on the Main Market of the LSE ("Readmission") and
expects to publish the Prospectus in support of its application to the
Official List, standard segment shortly.  It is expected that the Company's
Ordinary Shares will remain suspended until Readmission.

 

 

HIGHLIGHTS

 

·    The Company is incorporating an operating subsidiary, Tees Valley
Lithium, which is being established to finance and construct a lithium
hydroxide processing facility in Teesside, UK.

 

·    The lithium hydroxide conversion market is currently dominated by
China, but there is a need for such processing facilities in the western world
to meet the demands of energy storage markets.

 

·    The processing facility will aim to produce 24,000 tonnes per annum
of lithium hydroxide monohydrate to be sold in the energy storage markets.

 

·    The Company is aiming to establish one of the world's most
sustainable producers of lithium hydroxide and to form a processing hub for
multiple potential sources of feedstock.

 

·    An exclusivity agreement, which appends a heads of terms, has been
entered into by the Company in respect of a proposed lease over a brownfields
site at Wilton International (the "Exclusivity Agreement").

 

·    The Exclusivity Agreement affords the Company a six-month period of
exclusivity to prepare an option to lease and a lease, which, if following
satisfactory diligence of the proposed site, shall be entered into by TVL.

 

LITHIUM HYDROXIDE MARKET

 

Alkemy has recognised that China dominates lithium conversion capacity and
increasingly is moving upstream to secure feedstock. The market for lithium
hydroxide has been well articulated by many analysts with a consensus
forecasting that it will go into deficit causing prices to rise significantly
over the medium term.

It is also expected that Europe and the US will continue to use the higher
performance NMC batteries which require a lithium hydroxide feedstock.

 

 

LITHIUM HYDROXIDE FACILITY - TEES VALLEY

 

Alkemy is looking to develop, construct and operate one of the world's most
sustainable producers of lithium hydroxide with a view to becoming a key
supplier to the UK and European mobile energy market.

Alkemy has identified a brownfields site in a well-established chemical
engineering park located in Teesside, a major UK Freeport.

Alkemy has conducted initial high level due diligence into the feasibility of
establishing a Lithium Hydroxide Monohydrate ("LHM") plant at the site which
will aim to initially produce 24,000 tonnes per annum from lithium feedstock
from various sources, to be sold to the UK and European mobile energy markets
but will need undertake a more formal feasibility study.

Whilst it would be possible to import and process a spodumene concentrate with
the attendant materials handling and waste disposal issues it is viewed as
only a near term option given the carbon.

Alkemy is currently reviewing several methodologies for the production of
lithium hydroxide and it considers that processing LHM by either
causticisation or electrochemical processing, will afford the Company with
greater levels of output and are therefore the most suitable for the Company.

The proposed development timeline is based on progressing production by way of
causticisation having achieved better results in recent studies and is also
based on knowledge of the accelerated development timelines being achieved on
other projects known to the Directors.

The anticipated timeline is as follows:

·    Class 4 Capex and Opex study - completed in Q1 2022

·    FEED - completed in Q3 2022

·    Long lead time procurement - Q3 2022 to Q2 2023

·    Financing - Q4 2022

·    Main Construction, subject to financing - Q4 2022 to Q4 2023.

Alkemy is currently in discussions with several potential providers of primary
lithium sulphate feedstock and expects to make further announcements on this
in due course.

Alkemy is also considering various funding options for the project including
private equity, a structured bond and an institutional equity component and
will update the market on this in due course. As it is intended to finance and
operate the facility via its operating subsidiary TVL, if this is achieved it
is anticipated that there will be no immediate dilution to Alkemy's
shareholders as part of the proposed financing process.

 

MANAGEMENT

The Company is currently interviewing a range of candidates for the role of
CEO and other senior positions. Once the CEO has been appointed the intention
is to recruit for key positions within the executive team.

It is expected that a project delivery team will be recruited for the
construction phase and this team will work with the engineering, procurement
and construction management contractor.

 

EXCLUSIVITY AGREEMENT

 

Under the terms agreed with the owner of the proposed site, in consideration
for a fee of £50,000, Alkemy has been granted the exclusive right for six
months to further evaluate the proposed site and to negotiate and agree the
forms of an agreement to lease (which in effect extends the period of
exclusivity and grants an option to the Company to enter into a lease in
respect of the proposed site), the lease, a utilities agreement and a services
agreement, although Alkemy envisages that this along with the necessary
permitting will be concluded in advance of this deadline.

The Company is also incorporating a subsidiary TVL which will act as the
group's operating company and will enter into the agreement to lease and the
lease.

 

Sam Quinn (Director) commented:

 

"We are delighted to have transitioned Alkemy into an operating company now
focussed on the exciting lithium downstream processing sector to support the
burgeoning electric vehicle and energy storage markets. Although we are in the
early stages, our aim is to build the most sustainable significant producer of
lithium hydroxide, utilising the advantages of the UK's chemical processing
skills, infrastructure, green energy and legislation.  We expect to update
the market shortly on further exciting developments as we continue to advance
the project."

 

 

SUSPENSION OF TRADING, PROSPECTUS AND READMISSION

 

The entry into the Exclusivity Agreement and incorporation of a subsidiary
constitutes a reverse takeover transaction as this is "a fundamental change in
the business of the Company" pursuant to Listing Rule 5.6.4.  As this
constitutes a Reverse Takeover under the Listing Rules therefore, at the
request of the Company, the FCA has suspended the Company's listing of the
Company's Ordinary Shares as set out above.

 

The Company has prepared a prospectus in connection with Readmission which,
subject to being approved by the FCA, is expected to be published shortly and
will then be published and made available on the Company's website:
www.alkemycapital.co.uk and will be available on the National Storage
Mechanism: https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) . It is expected that
the Company's Ordinary Shares will remain suspended until Readmission.

 

Subject to the approval and publication of the Prospectus, the company is
seeking Readmission of the Company's entire issued ordinary share capital,
consisting of 5,999,999 Ordinary Shares, and it is expecting to be re-admitted
to the Standard Listing segment of the Official List of the FCA and to trading
on the LSE's Main Market for listed securities under the ticker symbol: ALK
and ISIN: GB00BMD6C023, in accordance with the following timetable:

 

 Event                                      Date
 Entry into the Exclusivity Agreement       25 February 2022
 Incorporation of operating subsidiary TVL  25 February 2022
 Payment of the exclusivity fee             25 February 2022
 Suspension of the Company's listing        25 February 2022
 Publication of the Prospectus              On or around 25 February 2022
 Readmission and lifting of the suspension  8.00am on or after 2 March 2022

 

Further announcements will be made in due course as required by market rules.

 

A copy of this announcement will be available on the Company's website
www.alkemycapital.co.uk.

 

** Ends **

 

For further information, please contact:

 

Sam Quinn

Director, Alkemy Capital Investments Plc

Telephone: 0207 317 0636

Email: info@alkemycapital.co.uk

 

 

FORWARD LOOKING STATEMENT

 

This news release contains forward‐looking information. The statements are
based on reasonable assumptions and expectations of management and Alkemy
provides no assurance that actual events will meet management's expectations.
In certain cases, forward‐looking information may be identified by such
terms as "anticipates", "believes", "could", "estimates", "expects", "may",
"shall", "will", or "would". Although Alkemy believes the expectations
expressed in such forward‐looking statements are based on reasonable
assumptions, such statements are not guarantees of future performance and
actual results or developments may differ materially from those projected.
Mining exploration and development is an inherently risky business. In
addition, factors that could cause actual events to differ materially from the
forward-looking information stated herein include any factors which affect
decisions to pursue mineral exploration on the relevant property and the
ultimate exercise of option rights, which may include changes in market
conditions, changes in metal prices, general economic and political
conditions, environmental risks, and community and non-governmental actions.
Such factors will also affect whether Alkemy will ultimately receive the
benefits anticipated pursuant to relevant agreements. This list is not
exhaustive of the factors that may affect any of the forward‐looking
statements. These and other factors should be considered carefully and readers
should not place undue reliance on forward-looking information.

 

 

 

 

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  UPDSEESWIEESEEE