REG - AMTE Power PLC - Proposed subscription, placing and CLF

Amte PowerAnnouncement

16/11/2023 13:45

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20231116:nRSP7308Ta&default-theme=true

RNS Number : 7308T  AMTE Power PLC  16 November 2023

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, THE
REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE
IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE UK VERSION OF REGULATION (EU) NO 596/2014 WHICH FORMS PART OF UK LAW BY
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED. UPON THE
PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS
INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

For immediate release

16 November 2023

AMTE Power Plc

Proposed subscription, placing and convertible loan facility

AMTE Power Plc (AIM: AMTE) ("AMTE Power" or the "Company" and, together with
its subsidiary undertakings, the "Group"), a leading developer and
manufacturer of lithium-ion and sodium-ion battery cells for specialist
markets, is pleased to announce that it has today entered into:

·    a conditional subscription agreement, as first anticipated on 25 July
2023, to raise £2.5 million (the "Subscription") at 1.7 pence per ordinary
share of 0.5 pence each from Pinnacle International Venture Capital Ltd, a
newly incorporated entity managed by Pinnacle International Capital Corp.
(together with its affiliates, "Pinnacle") (the "Subscription Agreement");

·    a conditional placing agreement to raise a further £400,000 at 0.5
pence per Ordinary Share (the "Placing"); and

·    a £200,000 convertible loan facility with Pinnacle (the "Convertible
Loan Facility").

Any amounts advanced to AMTE Power under the Convertible Loan Facility shall
reduce the amount available to the Company under the Subscription Agreement by
a corresponding amount.

The Placing and the Convertible Loan Facility are intended to provide the
Group with sufficient working capital until completion of the Subscription
Agreement.

Pinnacle

Pinnacle International Capital Corp. is a global private equity firm
specializing in real estate developments and buyout investments. Pinnacle is
committed to achieving long-term sustainable growth in its investments, with a
well-established team possessing vast investment expertise and a proven track
record of identifying and capitalizing on investment opportunities. The
prospective investment from Pinnacle is aligned with the UK's regional
investment zones and job creation initiatives. The investment will be made
through Pinnacle International Ventures Limited, a newly incorporated entity
managed by Pinnacle.

The Subscription Agreement

Pinnacle has agreed, under the Subscription Agreement, to conditionally
subscribe for 147,058,824 new Ordinary Shares (the "Subscription Shares") (to
be reduced by the issue of any Conversion Shares issued under the Convertible
Loan Facility) at 1.7 pence each and has been granted warrants, as anticipated
on 8 September 2023, exercisable over a further 880,184,436 Ordinary Shares at
0.5 pence each, such that its interest in the enlarged share capital of the
Company, following the Placing, the issue of any Conversion Shares and the
exercise of all outstanding warrants and options, as of today's date, (the
"Fully Diluted Share Capital") will amount to 80 per cent.

The Subscription Agreement is conditional, inter alia, upon:

·    Pinnacle being satisfied with the conclusion of its continuing due
diligence enquiries;

·    the UK Panel on Takeovers and Mergers (the "Panel") agreeing to waive
the obligation under Rule 9 of the City Code on Takeovers and Mergers to make
a mandatory offer for the entire issued share capital of the Company which
would otherwise apply to Pinnacle upon completion of the Subscription and
conversion of the convertible loan facility, subject to the approval of
independent shareholders of the Company (the "Rule 9 Waiver");

·    Pinnacle obtaining any consent under the National Security and
Investments Act 2021 in respect of the Subscription, if required; and

·    the resolutions to be proposed at the general meeting to approve the
Subscription (which shall include the Rule 9 Waiver) (the "Subscription
General Meeting") being passed.

The Subscription Agreement also provides that:

·    Pinnacle would be entitled whilst it has an interest of: (i) no less
than 50 per cent. of the Fully Diluted Share Capital to appoint 60 per cent.
of the board of directors (the "Board") of the Company; and (ii) between 25
per cent and 50 per cent of the Fully Diluted Share Capital to appoint 40 per
cent. of the Board, in each case alongside two executive directors and two
non-executive directors independent of Pinnacle and its associates;

·    In the event that Pinnacle does not fully take up its rights to
appoint directors of the Board, those directors that it does appoint will have
the voting rights of those directors not appointed at that time;

·    Pinnacle would be entitled, whilst it has an interest of no less than
25 per cent of the Fully Diluted Share Capital, to approve certain decisions
of the Board, including in relation to:

o  the acquisition of interests in other companies;

o  alterations to the Company's share capital and the rights pertaining
thereto;

o  the issue or redemption of equity or debt capital;

o  the adoption of the annual budget and approval of major items not detailed
therein; and

o  the appointment of any new directors of the Board.

·    Pinnacle would be entitled to be provided, subject to customary
confidentiality undertakings, with certain internal management information
whilst it has an interest of not less than 25 per cent of the Fully Diluted
Share Capital;

·    Pinnacle has accepted certain basic covenants typical of an agreement
with a controlling shareholder whilst it has an interest of no less than 30
per cent of the Fully Diluted Share Capital and for so long as  the Ordinary
Shares are admitted to trading on AIM;

·    It will be the intention of the Company to cancel the admission of
the Ordinary Shares to trading on AIM and to seek admission of the Company's
then issued and to be issued share capital to the standard listing segment (or
any successor thereof) of the Official List and to trading on the London Stock
Exchange's Main Market for listed securities, once AMTE Power so qualifies;
and

·    In the event that the Company is no longer admitted to trading on
AIM, it will use its best endeavours to issue Pinnacle with a class of golden
or special share, the rights attaching to which provide Pinnacle with consent,
information and board appointment rights as summarised herein for so long as
Pinnacle holds not less than 5 per cent. of the Ordinary Shares.

The proceeds of the Subscription, net of expenses, are expected to provide the
Company with working capital until the second quarter of 2024, at which point
it is the intention of Pinnacle either to provide additional equity or debt
funds, or facilitate the access to such funds.

A circular convening the Subscription General Meeting will be circulated to
the Company's shareholders ("Shareholders") as soon as practicable.

The Placing

The £400,000 Placing (before expenses) announced today comprises 80,000,000
new Ordinary Shares (the "Placing Shares") being issued at 0.5 pence per
Ordinary Share

The Placing Agreement is subject, among other things, to:

·    the necessary resolutions required to implement the Placing (the
"Placing Resolutions") being duly approved at a general meeting (the "Placing
General Meeting") to be convened on 4 December 2023;

·    the Panel granting the Rule 9 Waiver and the circular to shareholders
convening the Subscription General Meeting being posted;

·    admission to trading on AIM of the Placing Shares ("Admission")
becoming effective; and

·    upon the Placing Agreement between the Company and the Joint
Bookrunners (as defined below) not being terminated in accordance with its
terms.

The Placing Agreement is not conditional upon completion of the Subscription
Agreement.

There can be no certainty that even if the Subscription Agreement is approved
by shareholders, that it will complete, in which case it would be likely that
AMTE Power would not be able to meet its financial obligations as they fall
due and there would be no alternative other than for the Group to enter into
administration or some other form of insolvency procedure under which the
prospects for recovery of value, if any, by Shareholders would be uncertain.

Application will be made to the London Stock Exchange for Admission. It is
anticipated that Admission will take place on or before 8.00 a.m. on 5
December 2023.

Following Admission, the Company will have 246,259,777 Ordinary Shares in
issue. The Placing Shares will represent 32.5 per cent. of the issued share
capital as enlarged by the Placing, but, for the avoidance of doubt, not the
Subscription, and will be issued fully paid and will rank pari passu in all
respects with the Company's existing Ordinary Shares, including the right to
receive all dividends and other distributions declared, made or paid after the
date of issue.

The Convertible Loan Facility

Pinnacle has agreed to provide the Group with a £200,000 zero coupon
convertible loan facility. Any loan drawn down under the facility is
convertible into new ordinary shares (the "Conversion Shares") at 0.5 pence
per share and any amount not converted is repayable after two years. The
Company has agreed to make payments only in accordance with an agreed cash
flow forecast or as otherwise agreed by Pinnacle

The Facility Agreement is subject, among other things, to:

·    the Panel granting the Rule 9 Waiver and the circular to shareholders
convening the Subscription General Meeting being posted;

·    the necessary shareholder resolutions required for the Placing being
approved by the Company's shareholders at the Placing General Meeting; and

·    the Subscription Agreement not being terminated.

The conversion rights under the Convertible Loan Facility are themselves
conditional upon the resolutions to be proposed at the Subscription General
Meeting to approve the Rule 9 Waiver being passed.

Any amounts advanced to AMTE Power under the Convertible Loan Facility shall
reduce the amount available to the Company under the Subscription Agreement by
a corresponding amount.

The aggregate proceeds of the Placing and the Facility, net of expenses, are
intended to provide the Group with working capital until mid December 2023, by
when it is anticipated that the Subscription Agreement will have been
completed.

WH Ireland Limited ("WHI") is acting as nominated adviser, joint bookrunner
and joint broker in connection with the Placing. SI Capital Limited ("SI
Capital" and together with WHI, the "Joint Bookrunners") is acting as joint
bookrunner and joint broker in connection with the Placing.

The circular convening the Placing General Meeting is expected to be posted to
Shareholders today. Once published, a copy will also be made available on the
Company's website at www.amtepower.com (http://www.amtepower.com) .

Importance of the vote

If the resolutions are not approved by Shareholders at the Placing General
Meeting, the Placing would not proceed as currently envisaged and, as such,
the anticipated net proceeds of the Placing would not become available to AMTE
Power. Accordingly, in light of the Group's reducing cash position, it would
be likely that AMTE Power would not be able to meet its financial obligations
as they fall due, ahead of completion of the Subscription Agreement, and there
would be no alternative other than for the Group to enter into administration
or some other form of insolvency procedure under which the prospects for
recovery of value, if any, by Shareholders would be uncertain.

Alan Hollis, Chief Executive Officer at AMTE Power, said:

"We are delighted to receive the continued support from both our existing and
new shareholders. It is also a very positive indication of intent from
Pinnacle who are supporting AMTE Power with a CLN to help complete the
recapitalisation plan. I look forward to making more positive progress as we
move towards the successful completion of the Pinnacle investment".

The person responsible for arranging the release of this announcement on
behalf of the Company is Anita Breslin, Chief Financial Officer of the
Company.

Enquiries

 AMTE Power plc                                       +44 (0)1847 867 200
 Alan Hollis (Chief Executive Officer)

 Anita Breslin (Chief Financial Officer)

 WH Ireland (NOMAD and Joint Broker)                  +44 (0)207 220 1666
 Chris Fielding / James Bavister (Corporate Finance)
 Fraser Marshall (Corporate Broking)

 SI Capital Limited (Joint Broker)                    +44 (0)148 341 3500
 Nick Emerson (Corporate Finance)

 Nick Briers (Corporate Broking)

 Camarco (Financial PR)
 Ginny Pulbrook / Rosie Driscoll                      +44 (0)203 757 4992 / 4981

About AMTE Power

AMTE Power was founded in 2013 and is a leading UK developer and manufacturer
of lithium-ion and sodium-ion battery cells for specialist markets. In March
2021, the Company was admitted to trading on the AIM market of the London
Stock Exchange. The Company is focused on launching a series of next
generation battery cells based on new chemistries and cell structures that are
designed to solve key problems in power delivery, energy performance, and
safety. These new products are targeted at a range of specialist markets
including the electric vehicle industry and energy storage sector.

AMTE Power's purpose-built cell manufacturing facility in Thurso, Scotland has
the second largest cell manufacturing capacity in the UK and the Company also
has a product development team based in Oxford. AMTE's proposed gigafactory in
Dundee, Scotland is expected to be capable of producing over 8 million battery
cells per annum enabling the Company to rapidly scale up cell production.

For further information visit the Company's website: www.amtepower.com

Important notices

This announcement is for information purposes only and does not constitute or
form part of any offer to issue or sell, or the solicitation of an offer to
acquire, purchase or subscribe for, any securities in any jurisdiction and
should not be relied upon in connection with any decision to subscribe for or
acquire ordinary shares in the capital of the Company. In particular, this
announcement does not constitute or form part of any offer to issue or sell,
or the solicitation of an offer to acquire, purchase or subscribe for, any
securities in the United States.

This announcement has been issued by, and is the sole responsibility of, the
Company. No person has been authorised to give any information or to make any
representations other than those contained in this announcement and, if given
or made, such information or representations must not be relied on as having
been authorised by the Company.

No statement in this announcement is intended to be a profit forecast or
profit estimate and no statement in this announcement should be interpreted to
mean that earnings per share of the Company for the current or future
financial years would necessarily match or exceed the historical published
earnings per share of the Company.

This announcement may include statements that are, or may be deemed to be,
"forward-looking statements". These forward-looking statements can be
identified by the use of forward-looking terminology, including the terms
"believes", "estimates", "plans", "projects", "anticipates", "expects",
"intends", "may", "will", "would" or "should" or, in each case, their negative
or other variations or comparable terminology. These forward-looking
statements include matters that are not historical facts. They appear in a
number of places throughout this announcement and include statements regarding
the directors of the current Company's intentions, beliefs or expectations
concerning, among other things, the Company's results of operations, financial
condition, liquidity, prospects, growth, strategies, and the Company's
markets. By their nature, forward-looking statements involve risk and
uncertainty because they relate to future events and circumstances. Actual
results and developments could differ materially from those expressed or
implied by the forward-looking statements. Forward-looking statements may and
often do differ materially from actual results. Any forward-looking statements
in this announcement are based on certain factors and assumptions, including
the directors of the Company's current view with respect to future events and
are subject to risks relating to future events and other risks, uncertainties
and assumptions relating to the Company's operations, results of operations,
growth strategy and liquidity. Whilst the directors of the Company consider
these assumptions to be reasonable based upon information currently available,
they may prove to be incorrect. Save as required by applicable law, the AIM
Rules for Companies or the Disclosure Guidance and Transparency Rules of the
Financial Conduct Authority (the "FCA"), the Company undertakes no obligation
to release publicly the results of any revisions to any forward-looking
statements in this announcement that may occur due to any change in the
directors of the Company's expectations or to reflect events or circumstances
after the date of this announcement.

WH Ireland Limited is authorised and regulated by the FCA in the United
Kingdom and is acting exclusively for the Company and no one else in
connection with the Placing, and WHI will not be responsible to anyone
(including any persons subscribing for Placing Shares ("Placees")) other than
the Company for providing the protections afforded to its clients or for
providing advice in relation to the Placing or any other matters referred to
in this Announcement.

SI Capital Limited is authorised and regulated by the FCA in the United
Kingdom and is acting exclusively for the Company and no one else in
connection with the Placing, and SI Capital will not be responsible to anyone
(including any Placees) other than the Company for providing the protections
afforded to its clients or for providing advice in relation to the Placing or
any other matters referred to in this Announcement.

No representation or warranty, express or implied, is or will be made as to,
or in relation to, and no responsibility or liability is or will be accepted
by the Joint Bookrunners or by any of their respective affiliates, agents,
directors, officers, consultants, partners or employees as to, or in relation
to, the accuracy or completeness of this Announcement or any other written or
oral information made available to or publicly available to any interested
party or its advisers, and any liability therefor is expressly disclaimed.

The price of shares and any income expected from them may go down as well as
up and investors may not get back the full amount invested upon disposal of
the shares. Past performance is no guide to future performance, and persons
needing advice should consult an independent financial adviser.

Neither the content of the Company's website nor any website accessible by
hyperlinks to the Company's website is incorporated in, or forms part of, this
announcement.

Certain figures contained in this announcement, including financial
information, have been subject to rounding adjustments. Accordingly, in
certain instances, the sum or percentage change of the numbers contained in
this announcement may not conform exactly with the total figure given.

The Placing Shares to be issued pursuant to the Placing will not be admitted
to trading on any stock exchange other than the AIM market of the London Stock
Exchange.

All references to time in this announcement are to London time, unless
otherwise stated.

 

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  MSCNKABBNBDDCDD