REG - AMTE Power PLC - Result of General Meeting

Amte PowerAnnouncement

04/12/2023 11:15

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RNS Number : 5826V  AMTE Power PLC  04 December 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

4 December 2023

AMTE Power Plc

Result of General Meeting

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 both of the resolutions were passed at
its general meeting this morning to approve the Placing Agreement and the
Convertible Loan Facility.

The Placing Agreement remains conditional, inter alia, upon:

·    the Panel granting the Rule 9 Waiver (subject to independent
shareholder agreement) 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

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

The Subscription Agreement remains 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"); 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 Convertible Loan Facility remains conditional, inter alia, upon:

·    the Panel granting the Rule 9 Waiver (subject to independent
shareholder agreement) and the circular to shareholders convening the
Subscription General Meeting being posted; and

·    the Subscription Agreement not being terminated.

The Board anticipates that the circular convening the Subscription General
Meeting will be posted imminently. A further announcement will be made at this
time.

 

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

Capitalised terms not defined in this announcement shall have the meaning
given to them in the Previous Announcement, unless the context otherwise
demands.

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)

 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.

 

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