REG - ATOME Energy PLC - Placing of new ordinary shares raises £2.7m

AtomeAnnouncement

12/12/2022 16:45

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RNS Number : 4320J  ATOME Energy PLC  12 December 2022

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN OR INTO, THE UNITED STATES (INCLUDING ITS TERRITORIES AND
POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA),
CANADA, AUSTRALIA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY
OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. PLEASE SEE THE
IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

This announcement contains inside information for the purposes of the UK
version of Article 7 of Regulation (EU) 596/2014 ("MAR"). In addition, market
soundings (as defined in MAR) were taken in respect of the Placing with the
result that certain persons became aware of inside information (as defined in
MAR), as permitted by MAR. This inside information is set out in this
announcement. Therefore, those persons that received inside information in a
market sounding are no longer in possession of such inside information
relating to the Company and its securities.

 

12 December 2022

 

ATOME ENERGY PLC

("ATOME", "the Company", or "the Group")

 

Company led placing of new ordinary shares raises £2.7 million

Clean Power Hydrogen PLC invests in the Placing

Retail offer of new ordinary shares on PrimaryBid

 

HIGHLIGHTS

 

 * The Company has today raised £2.7 million ("the Placing") at a price of 106.2
pence per share ("Placing Price") through a Company led placing of 2,542,364
new ordinary shares in the Company (the "Placing Shares")

 * As part of the Placing, Clean Power Hydrogen PLC, the UK manufacturer of
electrolysers ("CPH2") together with certain directors and senior employees in
the Company have subscribed for a total of 2,235,634 Placing Shares

 * In addition to the Placing, there will be an offer made by the Company on the
PrimaryBid platform of new ordinary shares in the Company (the "Retail Offer
Shares") at the Placing Price (the "Retail Offer"), to provide existing
shareholders and retail investors with an opportunity to participate. A
separate announcement will be made shortly regarding the Retail Offer and its
terms

 * As the Placing and Retail Offer will take place within the Directors authority
to issue shares neither the Placing or Retail Offer is conditional on any
resolution of the Shareholders of the Company

 * The Placing Shares and Retail Offer Shares will both be issued at a price of
106.2 pence per share being a discount of 10% to the closing mid price of the
ordinary shares of the Company on 9 December 2022

 

 

The Placing

The Board of ATOME Energy (AIM: ATOM) is pleased to announce that it has today
undertaken a Company-arranged placing principally with CPH2 and directors and
senior employees of ATOME to raise gross proceeds of £2.7 million through the
issue of 2,542,364 new ordinary shares at a placing price of 106.2p per
Placing Share. The issue of the Placing Shares will be within existing
authorities and consequently no shareholder resolution is required. The
Placing Shares will rank pari passu with the Company's existing ordinary
shares.

 

Directors and employee participation in the Placing

Certain Directors and other employees of the Company have subscribed for
Placing Shares at the Placing Price. The participation by the Directors is set
out below:

  Director                Number of Placing Shares  Shareholding post Placing  % of Enlarged Issued Share Capital (Note 1)
 Peter Levine             329,566                   9,451,962                  26.97%
 Olivier Mussat           329,566                   704,566                    2.01%
 Nikita Levine            23,540                    90,030                     0.26%
 James Spalding           47,080                    93,955                     0.27%
 Mary-Rose De Valladares  2,354                     118,354                    0.34%
 Richard Day              9,416                     24,416                     0.07%
 Robert Sheffrin          9,416                     89,256                     0.25%

Note 1: The Enlarged Issued Share Capital amounts to 35,042,364 Ordinary
Shares and comprises the existing 32,500,000 Ordinary Shares and 2,542,364
Placing Shares but excludes any Retail Offer Shares which may be issued
pursuant to the Retail Offer or any other new ordinary shares which at the
discretion of the Company may be issued

In aggregate, the Directors have subscribed for a total of 750,938 Placing
Shares representing 2.31 per cent. of the existing issued share capital. In
addition to the Directors, other employees have subscribed for a total of
72,267 Placing Shares.

The Placing is conditional on admission of the Placing Shares to trading on
AIM which is expected to occur at 8.00 am on 20 December 2022.

Whilst the Placing has been fully taken up, ATOME reserves the right, within
the Directors current authorities to allocate at its discretion further new
ordinary shares during the time the Retail Offer is open to third parties at
the Placing Price should there be appropriate demand. Any such allocation of
additional new ordinary shares will be announced at the same time as the
results of the Retail Offer are announced.

CPH2 participation in the Placing

The Company is also pleased to announce that as part of the Placing, CPH2, the
UK manufacturer of electrolysers headquartered like ATOME in Yorkshire has
subscribed for 1,412,429 Placing Shares at the Placing Price.

CPH2 and ATOME enjoy a strong and mutually respectful working relationship and
the supply of the first CPH2 electrolyser to the Paraguay Mobility Division of
ATOME next year will allow ATOME to generate its first green hydrogen income
in 2023.

This investment by CPH2 is a signpost to greater co-operation between the
parties going forwards including the potential to roll out together
electrolysers of CPH2 in South America as well as a demonstration of the
commitment of CPH2 to ATOME's Mobility Division and confidence in its
potential for success.

 

The PrimaryBid Retail Offer

The Company highly values its retail investor base which has supported the
Company alongside institutional investors. Given the support of retail
shareholders, the Company believes that it is appropriate to provide retail
and other interested investors the opportunity to participate on the same
price terms as the Placing and the Company is therefore making the Retail
Offer available exclusively through PrimaryBid.com.

Accordingly, a separate announcement will be made later today regarding the
Retail Offer and its terms.

 

Reasons for Placing and Retail Offer

The Company will use the funds raised from the Placing and the Retail Offer to
provide the Company with further funding to further expedite its growth
including the Villeta Project, in addition to allowing it to further exploit
other opportunities as well as general working capital purposes.

Since Admission to AIM at the end of December 2021, ATOME has made significant
progress, substantially beyond the Board's initial expectations at the time of
the IPO and within this short time is now at the forefront in developing
global large scale production projects of green hydrogen and ammonia.

The Company now has 420MW of green hydrogen and ammonia projects in Paraguay,
of which the Phase 1 120MW Villeta Project is legally contracted under a
signed Power Purchase Agreement with the FEED study already commissioned, FID
targeted for H1 2023 and start of full production in 2025. Furthermore, ATOME
has developed a green hydrogen mobility division with electrolyser ordered,
and in build, with first income projected to start next year. In parallel,
ATOME continues to progress its Iceland project as well as potential large
scale projects in other jurisdictions.

A verified and up to date investor presentation is available to read on the
Company's website at www.atomeplc.com (http://www.atomeplc.com)

 

Admission

Application will be made for the Placing Shares and the Retail Offer Shares to
be admitted to trading on AIM ("Admission") and it is expected that Admission
will become effective on or around 20 December 2022.

 

Standby Equity Facility

At admission to AIM in December 2021, ATOME entered into the Standby Equity
Facility ("Facility") under which ATOME could call on PLLG Investments Limited
("PLLG") to subscribe for up to 3,750,000 ordinary shares in ATOME ("Facility
Shares") at a price of 80p per share ("Facility Price") for 18 months
(expiring on 30 June 2023). While there is no current need to use the
Facility, the Board intends to extend the Facility term by a further 12 months
to June 2024 ("Extended Period") as it underlines the financial support of
ATOME's major shareholder and provides back stop funding flexibility for the
Company as it progresses its projects to final investment decision (FID) and
into development. In consideration for PLLG extending the Facility, the
Company intends to grant a call option to PLLG to subscribe in the Extended
Period at PLLG's option for Facility Shares at a price (to be aligned with
shareholders) equal to the Placing Price or if lower, the middle market price
at the time of exercise by PLLG, subject always to a minimum of the Facility
Price.

The extension of the Standby Equity Facility Agreement and the grant of the
call option to PLLG ("Transaction") constitutes a related party transaction
pursuant to Rule 13 of the AIM Rules for Companies by virtue of the fact that
PLLG is beneficially owned by Peter Levine who is a Director and a substantial
shareholder of the Company.The independent Directors of the Company, being the
Board other than Peter Levine and Nikita Levine, consider, having consulted
with the Company's nominated adviser, that the terms of the proposed
Transaction is fair and reasonable in so far as the Company's shareholders are
concerned.

 

Further information

A copy of this announcement is available on the Company's website, at
https://www.atomeplc.com

For more information, please visit https://www.atomeplc.com or contact:

 

 ATOME Energy PLC                                  +44 (0) 113 337 2210
 Nikita Levine, Investor Relations
info@atomeplc.com
 Beaumont Cornish (Nominated Adviser)              +44 (0) 20 7628 3396
 Roland Cornish, Michael Cornish
 Liberum (Joint Broker)                            +44 (0) 20 3100 2000
 Cameron Duncan, Kate Bannatyne
 SP Angel (Joint Broker)                           +44 (0) 20 3490 0470
 Richard Hail, Caroline Rowe
 finnCap (Joint Broker)                            +44 (0) 20 7220 0500
 Christopher Raggett, George Dollemore
 Tavistock (Financial PR and IR)                   +44 (0) 20 7920 3150
 Simon Hudson, Rebecca Hislaire, Charles Baister   atome@tavistock.co.uk

 

The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the Market Abuse Regulations
(EU) No. 596/2014 as it forms part of UK Domestic Law by virtue of
the European Union (Withdrawal) Act 2018 ("MAR"). The person who arranged
for the release of this announcement on behalf of the Company was Peter
Levine, Chairman.

About ATOME

ATOME Energy PLC is an AIM listed company targeting green hydrogen and
ammonia production with over 500-megawatt of projects
in Paraguay and Iceland, through its subsidiaries ATOME Paraguay, which is
wholly owned, and Green Fuel ehf, in which ATOME Energy holds a 75 per cent
interest, respectively.

 

Since its admission to AIM in December 2021 ATOME has signed its first
electrolyser purchase order for its hydrogen transport Mobility Division due
to start generating revenue in 2023 and signed a large scale 60MW power
purchase agreement with ANDE, the state energy company in Paraguay for
production of green hydrogen and ammonia targeted to start operations at or
around end 2024.

 

ATOME is in the process of operational planning, sourcing and negotiations
with green electricity suppliers, equipment providers and offtake partners,
including signed memoranda of understanding and cooperation agreements in
place with key parties, to use electricity generated from existing geothermal
sources in Iceland and hydroelectric power in Paraguay. All chosen sites
are located close to the power and water sources and export facilities to
serve significant domestic and then international demand.

 

The Company has a green-focused Board which is supported by major shareholders
including Peter Levine, Trafigura, one of the world's leading commodity and
logistics company, and Schroders, a leading fund manager.

 

IMPORTANT NOTICES

This announcement is not for release, publication or distribution, in whole or
in part, directly or indirectly, in or into Australia, Canada, Japan or
the Republic of South Africa or any jurisdiction into which the publication
or distribution would be unlawful. 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 or acquire shares in the capital of the
Company in Australia, Canada, Japan, New Zealand, the Republic of South
Africa or any jurisdiction in which such offer or solicitation would be
unlawful or require preparation of any prospectus or other offer documentation
or would be unlawful prior to registration, exemption from registration or
qualification under the securities laws of any such jurisdiction.

This announcement is not for publication or distribution, directly or
indirectly, in or into the United States of America. This announcement is not
an offer of securities for sale into the United States. The securities
referred to herein have not been and will not be registered under the U.S.
Securities Act of 1933, as amended, and may not be offered or sold in the
United States, except pursuant to an applicable exemption from
registration. No public offering of securities is being made in the United
States.

Beaumont Cornish Limited ("Beaumont Cornish"), which is authorised and
regulated in the United Kingdom by the FCA and is a member of the London Stock
Exchange, is the Company's nominated adviser for the purposes of the AIM
Rules. Beaumont Cornish is acting exclusively for the Company and will not
regard any other person (whether or not a recipient of this announcement) as a
client and will not be responsible to anyone other than the Company for
providing the protections afforded to its clients nor for providing advice in
relation to the contents of this announcement or any other matter referred to
herein. Beaumont Cornish's responsibilities as the Company's nominated adviser
under the AIM Rules for Nominated Advisers are owed to the London Stock
Exchange and not to any other person and in particular, but without
limitation, in respect of their decision to acquire Ordinary Shares in
reliance on any part of this announcement. Beaumont Cornish has not authorised
the contents of this announcement for any purpose and no liability whatsoever
is accepted by Beaumont Cornish nor does it make any representation or
warranty, express or implied, as to the accuracy of any information or opinion
contained in this announcement or for the omission of any information.
Beaumont Cornish expressly disclaims all and any responsibility or liability
whether arising in tort, contract or otherwise which it might otherwise have
in respect of this announcement.

 

-ends-

 

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