REG - ATOME PLC - Directors & Senior Managers subscribe to Fundraise

AtomeAnnouncement

26/09/2024 07:00

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RNS Number : 7068F  ATOME PLC  26 September 2024

 

 

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.

 

 

26 September 2024

 

ATOME PLC

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

 

Directors and Senior Managers subscribe for approximately £1.5 million in
Fundraising

 

The Company-led Subscription and Institutional Placing raises in aggregate
£2.25 million

 

ATOME (AIM: ATOM), the leading developer of international green fertiliser
projects, announces a fundraising ("the Fundraising") by way of direct
subscription with certain directors, senior management and related parties
(the "Subscription") and a further institutional placing of new Ordinary
Shares (the "Placing") raising £2.25 million in aggregate by the issue of
Ordinary Shares of 0.2 pence each in the Company at a price per Ordinary Share
of 75 pence (the "Issue Price") representing a small discount of approximately
4% from the middle market price of 78.5 pence as at the close of business on
25 September 2024.

 

The Subscription and Placing enables Directors and Senior Managers to show
alignment, commitment and belief in the Company and its clearly documented
inherent value prior to the fast-approaching targeted commencement of on-site
construction and completion of funding for the flagship Villeta Project and
provides an opportunity for existing shareholders and third-party investors to
commit on the same terms. Shareholders' attention is drawn to the paragraphs
printed in bold in the last part of the Fundraising Highlights section below.

 

The net proceeds, combined with ATOME's existing financial resources,
including the £4 million facility provided by Peter Levine, Chairman and
ATOME's largest shareholder, will assist ATOME in continuing the progress of
engineering, procurement, and construction ("EPC") contract negotiations as
well as commence pre-construction and procurement activities in order to
achieve Final Investment Decision ("FID") and start on-site construction at
the 145MW Villeta Project ("Villeta" or the "Project") targeted for the end of
this year as well as general project working capital. The net proceeds will
also assist in continuing to progress the Company's other development
projects: 300MW Yguazu in Paraguay and 120MW in Costa Rica.

 

Background and Use of Proceeds

 

 

·   The Subscription and Fundraising builds on the strong and rapid
momentum generated recently at the Company's flagship 145MW Villeta Project
which in recent months has advanced to a stage where several critical gating
items prior to taking FID and commencing construction are now completed. In
particular, the Company has recently:

o completed the Front End Engineering Design ("FEED") study, providing the
foundational engineering and validating design and output estimates for the
Project;

o  announced signing offtake heads of terms with Yara International ASA
("Yara"), 43% owned by the Norwegian Government, a world-leading crop
nutrition, production and distribution company, for long term sale of the
entirety of the Project's anticipated 264,000 tonnes of green Calcium Ammonium
Nitrate ("CAN") fertiliser annual production, representing a world-first
offtake arrangement for a project of this kind; and

o  signed the definitive agreement with the Government of Paraguay confirming
the grant of Free Trade Zone status for Villeta by the Government of Paraguay

 

·   Reaching these significant project milestones positions the Company to
advance the negotiation of an EPC Contract, commence finalisation of project
funding, progress to FID and commence construction on site by the end of 2024.
The debt portion of the required development cost is already indicatively
substantially oversubscribed, and further to the announcement made by the
Company on 23 September 2024 to which shareholders' attention is addressed,
advanced discussions are in progress with both prospective project debt and
equity providers subsequent to receipt of encouraging written non-binding
offers.

 

·    These developments validate the commercial proposition of ATOME's
business plan and progress the Project to a stage where the Company targets
signing a critical EPC contract, finalising project funding, targeting
commencement of on-site construction at the Villeta site by the end of 2024.

 

·   The proceeds of the Fundraising combined with the £4 million facility
provided by Peter Levine, Chairman and ATOME's largest shareholder, will
assist the Company to advance in a strong position for finalising the EPC
contract and proceed with necessary pre-construction and procurement work at
the Project as well as general project working capital.

 

·   The Company also benefits from a strong development pipeline and has
two further projects that it is progressing at pace. The FEED Study over
Villeta has provided learnings unique to the Company that can be applied to
the remaining projects to facilitate their rapid advancement. In particular,
at the 300MW Yguazu Project in Paraguay, where the Company has fully reserved
the necessary renewable power, at over 2x the size of the Villeta Project, a
pre-PPA study has now been successfully completed and planning is progressing.
The Company will use some of its resources to commence pre-FEED activities at
this project with a view to securing a definitive power purchase agreement
following commencement of work at Villeta. In parallel, certain resources will
be applied to ATOME's Costa Rica project that is of a similar size to that in
Villeta albeit at an earlier stage, to make further progress.

 

 

Fundraising Highlights

 

·   The Company has raised £2.25 million before expenses (the
"Fundraising") through the issue of 3,000,000 new ordinary shares of 0.2 pence
each in the Company (the "Issue Shares") at a price of 75 pence per Issue
Share (the "Issue Price") comprising:

o a Company-led subscription (the "Subscription") for 1,940,000 Issue Shares
(the "Subscription Shares") to Directors, Senior Management of the Company and
related parties at the Issue Price demonstrating continued alignment,
commitment, and faith in the future of the business; and

o  a placing (the "Placing") of 1,060,000 Issue Shares (the "Placing Shares")
to institutional and other investors (the "Placing Shares") at the Issue
Price;

·    SP Angel Corporate Finance LLP ("SP Angel") acted as sole broker in
connection with the Placing.

·  The Subscription and Placing enables Directors and Senior Managers to
show alignment, commitment and belief in the Company and its clearly
documented inherent value prior to the fast-approaching targeted commencement
of on-site construction and completion of funding for the flagship Villeta
Project and provides an opportunity for existing shareholders and third-party
investors to commit on the same terms.

·   Whilst the Placing Shares have been fully taken up, ATOME reserves the
right, within the Directors' current authorities, to allocate at its
discretion further new ordinary shares at the Placing Price. Any allocation of
additional new ordinary shares, if it were to occur, would be announced as
soon as possible.

·   Any shareholder who has any questions should either themselves or their
stockbroker contact the Company or SP Angel respectively, using the contact
details provided below, without delay. Note that SP Angel cannot advise or act
for individuals or private investors.

·   Shares issued under the Fundraising will rank pari passu with the
Company's existing ordinary shares.

 

An up-to-date investor presentation is available on the Company's website at
www.atomeplc.com (http://www.atomeplc.com/)

 
 
Director and senior management participation in the Fundraising

 

Certain directors and other senior management of the Company have subscribed
for 1,100,000 Subscription Shares at the Issue Price for an aggregate
investment amount of £825,000 as follows:

 

Shareholding post Fundraising
 Number of Subscription Shares
 Directors

   Peter                                                                                                             8,593,629
 Levine*
 666,667
   Olivier                                                                                                          1,749,899
 Mussat                                                 133,333

 Nikita                                                                                                             195,030
 Levine
 70,000
 James                                                                                                              542,955
 Spalding
 77,000
 Mary-Rose De                                                                                                       230,354
 Valladares
 24,000
 Robert                                                                                                             133,672
 Sheffrin
 12,000
 Senior Management

 Denis
 Kurochkin

 40,000                                                                                                             270,540
   Terje Bakken                                                   77,000                                              237,080

*through himself or related parties but excluding his concert parties

 

In aggregate, directors have subscribed for a total of 983,000 Subscription
Shares representing 2.19 per cent. of the existing issued share capital. In
addition to the directors, other senior management intend to subscribe for a
total of 117,000 Subscription Shares.

 

The Subscription by certain of the directors as set out above is a related
party transaction pursuant to Rule 13 of the AIM Rules for Companies. Richard
Day is the independent director for the purposes of the Subscription and has
not therefore participated in the Subscription (the "Independent Director").
The Independent Director considers, having consulted with the Company's
nominated adviser, Beaumont Cornish, that the Subscription is fair and
reasonable insofar as ATOME's Shareholders are concerned. In particular, the
Independent Director has taken into account that the Subscription terms,
including the Subscription Price, are the same as the Placing which has been
conducted by the Company's broker on arms' length terms with investors.

 

Concert Party interest

The members of the Concert Party including Peter Levine, the Chairman and
founder of ATOME (as defined in the Admission Document published on 17
December 2021), are currently interested in aggregate in 40.48% of the
existing issued share capital, reducing to 40.19% in the enlarged issued share
capital on Admission. As the members of the Concert Party therefore currently
hold and will continue to hold on Admission more than 30% but less than 50 per
cent. of the Company's voting share capital for so long as they continue to be
treated as acting in concert, any further increases in the Concert Party's
interests in Ordinary Shares are subject to the provisions of Rule 9 of the
Takeover Code.

 

Admission
 

Application will be made for the Placing and Subscription Shares to be
admitted to trading on AIM ("Admission") and it is expected that Admission
will become effective at 8.00 am on or around 2 October 2024.

 

Related Party transaction

 

Schroders PLC is currently interested in 5,415,774 Ordinary Shares which
represent approximately 12.06% of the Company's Ordinary Share Capital and is
a Substantial Shareholder under the AIM Rules. Schroders has participated in
the Placing in respect of 533,333 Placing Shares at the Placing Price.
Accordingly, the participation by Schroders PLC in the Placing
("Participation") is a related party transaction pursuant to Rule 13 of the
AIM Rules for Companies. Accordingly, the Directors consider, having consulted
with the Company's nominated adviser, Beaumont Cornish, that the Participation
is fair and reasonable insofar as ATOME's Shareholders are concerned. In
particular, the Directors have taken into account that the Placing has been
conducted by the Company's broker on arms' length terms with other investors.

Total Voting Rights

 

Following Admission, the Company's issued and fully paid share capital will
consist of 47,923,186 ordinary shares of 0.2 pence each (the "Ordinary
Shares"). The Company has no Ordinary Shares in treasury. As such, the total
number of voting rights in the Company will be 47,923,186  Ordinary Shares.
This number may be used by shareholders as the denominator for the
calculations by which they will determine if they are required to notify their
interest, or a change to their interest in, the Company under the FCA's
Disclosure Guidance and Transparency Rules.

 

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

 

 ATOME PLC                                        +44 (0) 113 337 2210

 Nikita Levine, Investor Relations                info@atomeplc.com (mailto:info@atomeplc.com)

 Beaumont Cornish (Nominated Adviser)             +44 (0) 20 7628 3396

 Roland Cornish, Michael Cornish
 SP Angel (Broker)                                +44 (0) 20 3490 0470

 Richard Hail, Caroline Rowe
 FTI Consulting Limited (Communications Adviser)  +44 (0) 20 3727 1000

 Elizabeth Adams, Ben Brewerton                   atome@fticonsulting.com (mailto:atome@fticonsulting.com)

 

 

The information communicated within this announcement is deemed to constitute
inside information as stipulated under the Market Abuse Regulations (EU) No
596/2014 which is part of UK law by virtue of the European Union (Withdrawal)
Act 2018. Upon publication of this announcement, this inside information is
now considered to be in the public domain. The person who arranged for the
release of this announcement on behalf of the Company was Peter Levine,
Chairman.

 

About ATOME

ATOME PLC is an AIM listed company targeting green fertiliser production with
445-megawatt of projects in Paraguay and a further pipeline of potential
projects in Central America.

 

The first project is at Villeta in Paraguay. It benefits from a 145MW
renewable power purchase agreement and 30 hectares of land in a tax free zone.
Front End Engineering Design studies have been completed and Heads of Terms
signed with Yara, the leading international fertiliser company for offtakeof
all of Villeta's production. The Company is now in the advanced stages of
negotiating the project finance with a view to closing that and declaring FID
before end 2024. There is a further 300MW of renewable power reserved for
ATOME in Paraguay.

 

In Costa Rica, The National Ammonia Corporation S.A. was formed in 2022 with
local partner Cavendish S.A. based in Costa Rica to develop green fertiliser
projects for the region. As well as straddling the Pacific and Atlantic
Oceans, Costa Rica is a democratic Central American country. In agriculture,
Costa Rica is the second largest supplier of pineapples in the world and is in
the top ten banana growers.

 

All power for ATOME is from 100% renewable sources and 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, Schroders, a leading fund manager, and Baker Hughes, a
global technology company operating in the energy and industry sectors.

 

 

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.

 

SP Angel Limited ("SP Angel"), 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 Broker and 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. SP
Angel has not authorised the contents of this announcement for any purpose and
no liability whatsoever is accepted by SP Angel 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. SP Angel 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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