REG - ATOME PLC - Equity Agreements and FID for Villeta Project
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RNS Number : 7319B ATOME PLC 23 April 2026
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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN OR INTO, THE UNITED STATES (INCLUDING ITS TERRITORIES AND
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IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. IN PARTICULAR, YOU SHOULD
READ AND UNDERSTAND THE INFORMATION PROVIDED IN APPENDIX I WHICH CONTAINS THE
TERMS AND CONDITIONS OF THE PLACING.
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.
For immediate release
23 April 2026
ATOME PLC
("ATOME" or the "Company")
Equity agreements signed for the Villeta Project US$665 million financing
Final Investment Decision
Proposed Placing and Subscription
Retail Offer via RetailBook
ATOME (AIM: ATOM), a world-leading low-carbon fertiliser developer is pleased
to announce that it has today entered into definitive Transaction
Documentation in respect of the US$245 million equity funding (the "Equity
Agreements") for the US$665 million flagship 260,000 tonne-per-year,
low-carbon green fertiliser project located in Villeta, Paraguay ("Villeta" or
the "Project") thereby completing the arrangement of all debt and equity
financing for the Project, and declaring Final Investment Decision ("FID"),
subject only to the passing of the necessary shareholders resolution approving
the Transaction.
ATOME also intends to raise approximately £23.5 million before expenses
through the Placing and Subscription, and up to a further £0.5 million via
the Retail Offer, (together, the "Fundraising"). The net proceeds of the
Fundraising will be used by ATOME, together with US$5.8 million of its
credited back costs in ATOME Paraguay, to invest in US$31 million of new
Preferred Shares in the Project pari passu with the Project investors and in
addition, provide working capital for ATOME's pipeline of projects using
Villeta as a springboard. The investment of US$31 million for the new
Preferred Shares is in addition to ATOME's already announced contingent
carried interest of US$60 million in Villeta.
The Fundraising comprises:
· A placing (the "Placing") by way of accelerated bookbuild of New
Ordinary Shares ("Placing Shares") of the Company at an issue price of 60
pence per Placing Share ("Issue Price") to raise approximately £5.5 million;
· A conditional US$17 million subscription by Casale S.A.,
("Casale") the EPC Contractor for the Facility, (the "Casale Subscription"),
who has agreed to subscribe conditionally for 20,987,654 New Ordinary Shares
at the Issue Price (the "Casale Subscription Shares");
· A subscription by certain of the Directors and senior managers of
ATOME (the "Management Subscription") who have agreed to subscribe in
aggregate for 5,769,885 New Ordinary Shares at the Issue Price (the
"Management Subscription Shares");
· A subscription by certain existing shareholders and other third
parties (the "Company Arranged Subscription") who have agreed to subscribe in
aggregate for 3,335,494 New Ordinary Shares at the Issue Price (the "Company
Arranged Subscription Shares"); and
· A separate retail offer ("Retail Offer") of up to 833,333 New
Ordinary Shares ("Retail Offer Shares"), at the Issue Price to provide as a
priority existing UK shareholders in the Company and in addition new retail
investors with an opportunity to participate in the Fundraising. The Company
reserves the right to upscale the size of the Retail Offer in the event that
there is excess demand under the Retail Offer. The Retail Offer will be
carried out via the RetailBook platform ("RetailBook") and a separate
announcement is expected to be made regarding the Retail Offer and its terms
immediately following this Announcement.
The Issue Price represents a discount of approximately 0.8% to the closing
mid-market price of 60.5 pence per ordinary share on 9 April 2026, being the
last trading day immediately preceding the announcement by ATOME providing an
update stating that final definitive documentation on the equity financing of
the Villeta Project was being finalised by the parties' lawyers and represents
a discount of approximately 34.4% to the closing mid-market price of 91.50
pence per Ordinary Share on 22 April 2026 being the last trading day
immediately preceding the date of the announcement of the Fundraising.
The Placing (which for the avoidance of doubt does not include the Retail
Offer) is not available to the public and will be conducted by way of an
accelerated bookbuild ("Bookbuild") in accordance with the terms and
conditions set out in Appendix I. The Bookbuild will be launched immediately
following this announcement (the "Announcement"). Stifel Nicolaus Europe
Limited ("Stifel") and SP Angel Corporate Finance LLP ("SPA") are acting as
Joint Brokers and Bookrunners (the "Bookrunners") to the Company in connection
with the Placing. The Company expects to close the Bookbuild no later than
7.00 a.m. on 24 April 2026, but the Bookrunners and the Company reserve the
right to close the Bookbuild earlier or later, without further notice.
A further announcement confirming the closing of the Bookbuild, and the number
of Placing Shares to be issued pursuant to the Placing, is expected to be made
in due course.
The Casale Subscription is conditional on shareholder approval of the
Resolutions, which include, inter alia, approval of the Villeta Transaction at
the General Meeting intended to be held on or about 13 May 2026 (or such other
date as the Company advises after completion of the Bookbuild and Retail
Offer), the Notice of which will be included in a Circular to shareholders
expected to be issued shortly. In the event that Shareholders do not approve
the Villeta Transaction and/or grant the relevant share authorities, only the
Placing Shares, Management Subscription Shares, the Company Arranged
Subscription Shares and Retail Offer Shares would be issued and admitted to
trading on AIM.
Capitalised terms used but not otherwise defined in this Announcement shall
have the meanings ascribed to such terms in Appendix III to this Announcement,
unless the context requires otherwise.
Peter Levine, Chair, commented:
"ATOME is proud to have achieved full financing of its first of a kind
flagship US$665 million Villeta Project and to declare Final Investment
Decision.
This very special accomplishment, supported by leading international
institutions, demonstrates the significance of the Project underlining ATOME's
international leadership in the field of low-carbon fertiliser.
The Fundraising enables us to participate further in the Villeta Project at
the Project company level, with an additional interest in an exciting,
first-of-a-kind, industrial-scale project, alongside our US$60 million
contingent carried interest. ATOME is also bringing in Casale, a world-leading
Swiss ammonia and fertiliser technology and engineering firm, as a strategic
future partner and important long-term shareholder in ATOME with whom we look
forward to working with on other major projects in future.
ATOME's Villeta Project, originated, developed, and managed by ATOME is in the
right place at the right time, providing competitive, low-carbon fertiliser to
world markets without reliance on fossil fuels. Villeta will act as a
baseplate and catalyst for future projects in similar markets as well as a
platform for our renewable energy division, ATOME POWER.
We are sincerely grateful to the President and Government of Paraguay and its
people for their tremendous support, encouragement and belief in ATOME. I
would also like to extend our thanks and appreciation to our new equity
partners in Villeta as well as our consortium of lenders without whom this
project would not have been possible.
We look forward to the start of a very exciting growth period for our Company,
to delivering significant shareholder value, both as we develop Villeta to
first product delivery in 2029 to our strategic offtaker partner, Yara
International, as well as progressing our other projects"
Project Highlights
· ATOME has originated and developed the industrial scale
low-carbon fertiliser plant, positioning the Company as a world-leader in the
industry.
· Once built, Villeta is expected to be the world's largest
dedicated low-carbon fertiliser plant.
· Located in the heart of Latin America, a major food producing
region and the world's largest fertiliser import market. Villeta will produce
approximately 260,000 tonnes per year of Calcium Ammonium Nitrate ("CAN") with
the potential of displacing up to 500,000 tonnes of CO2e per year compared to
its fossil fuel-based equivalent.
· Minimum 10-year binding take-or-pay offtake agreement with Yara
International ("Yara") - the US$14 billion market cap global fertiliser
company - for 100% of the plant's production.
· US$465 million fixed-price, lumpsum turnkey EPC contract with
Casale, the Swiss-based ammonia and fertiliser specialist engineering firm and
technology licensor.
· Grant of 25-year Power Purchase Agreement ("PPA") agreed with
ANDE, the national power company.
· Project expected to deliver $84 million EBITDA from its first
full year of production based on the management base case CAN sales price of
US$510 per tonne. 1 (#_ftn1)
· Under the contractual arrangements, ATOME will provide management
services to the Project for an initial period of 15 years including, but not
limited to, contributing the Chair, CEO and Project Director for which it will
receive annual management fees expected in the initial twelve-month period to
be approximately US$2.8 million gross.
Funding Highlights
· ATOME has entered into the Equity Agreements for the Project
following on from signing of the definitive loan financing documentation in
March 2026 and has declared FID subject only to the passing of the Resolutions
inter alia approving the Transaction.
· Funding for the Project is split US$420 million debt and US$245
million equity the latter being by way of the issue of new Preferred Shares to
investors in the Project Vehicle.
· Project debt and equity funding comes from leading international
financial institutions including multi-laterals attracted both by the
international significance and the Project's value proposition.
· The Equity Consortium comprises IFC - the World Bank Group's
private investment arm; IFDK - the Danish development fund, KfW DEG, the
German development finance institution, Sudameris - Paraguay's second largest
financial institution, led by Hy24's Clean H2 Fund of France.
· ATOME will invest US$31 million in new Preferred Shares in the
Project Vehicle (the "ATOME Subscription") pari passu with the other new
equity investors of which ATOME will contribute US$5.8 million out of its own
resources through credited back costs.
· The new US$31 million investment in Preferred Shares is in
addition to ATOME's previously announced US$60 million contingent carried
interest in the Project Vehicle subordinate to the Preferred Shares.
· As part of the Fundraising, Casale has agreed to subscribe for
total gross proceeds of US$17 million.
· The Placing and Subscription is expected to raise gross proceeds
of approximately £23.5 million with the Casale Subscription being subject to
shareholder approval.
· There will also be a Retail Offer to shareholders and new
investors through RetailBook, details of which are expected to be announced
immediately following this announcement.
· Due to the change of control of ATOME Paraguay as well as issue
and allotment of shares beyond existing authorities, the consent of ATOME's
shareholders is required. Shareholder approval of the Resolutions is expected
given the substantial voting intentions to vote in favour provided by
directors and management and further support expected to be received from
other shareholders.
· Notice to commence construction to the EPC Contractor is expected
to be given during May with first disbursement of monies projected in or about
June.
· Initial production projected to commence on the EPC schedule from
August 2029 with full production projected to commence by or before October
2029.
Details of the Fundraising and Villeta Transaction are set out further below.
The terms and conditions of the Placing are set out in Appendix I of this
Announcement.
For more information, please visit https://www.atomeplc.com which now includes
a video presentation showing the 3D design of the Villeta Facility, or
contact:
ATOME 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
Stifel (Joint Broker and Bookrunner) +44 (0) 20 7710 7600
Jason Grossman, Ashton Clanfield
SP Angel (Joint Broker and Bookrunner) +44 (0) 20 3490 0470
Richard Hail, Jen Clarke, Devik Mehta
FTI Consulting (Communications Adviser) +44 (0) 20 3727 1000
atome@fticonsulting.com (mailto:atome@fticonsulting.com)
Ben Brewerton
Equity agreements signed for the US$665 million Villeta Project
Proposed Placing, Subscription and Retail Offer
1. Introduction to the Transaction and the Fundraising
ATOME is a global leader in the sustainable food and agricultural space with
its flagship Villeta Project having now achieved Final Investment Decision
("FID").
The Company announced on 13 March 2026 that ATOME Paraguay has entered into
definitive agreements relating to the debt package for the Villeta Project
amounting to US$420 million which were subject to the entry into the Project
Equity Funding on or before the expiration of 30 days thereafter. This was
subsequently extended to 24 April 2026.
The Company today announces that it has entered into the Equity Agreements and
declared FID, conditional on shareholder approval of the Transaction.
As part of the Project Equity Funding, in addition to having a US$60 million
value of contingent carried interest in the Project represented by way of
Common Shares in recognition of ATOME's work in bringing the Project to FID,
ATOME will invest US$31 million alongside the Equity Consortium, with US$25.27
million of this amount being financed through the Fundraising, and the balance
of US$5.8 million being contributed out of monies due to be repaid to ATOME by
ATOME Paraguay on closing of the Transaction. The remainder of the funds
raised through the Fundraising will be used by ATOME for general working
capital purposes.
The Fundraising comprises the Placing, the Subscription and the Retail Offer.
Pursuant to the Placing and Subscription, the Company will raise gross
proceeds of approximately £23.5 million through the issue of New Ordinary
Shares at the Issue Price. The Issue Price represents a discount of
approximately 0.8% to the closing mid-market price of 60.5 pence per Ordinary
Share on 9 April 2026, being the last trading day immediately preceding the
announcement by ATOME providing an update stating that final definitive
documentation on the equity financing of the Villeta Project was being
finalised by the parties' lawyers and represents a discount of approximately
34.4 per cent to the closing mid-market price of 91.50 pence per Ordinary
Share on 22 April 2026 being the last trading day immediately preceding the
date of the announcement of the Fundraising.
Certain Directors and management intend to subscribe in the Fundraising for
total gross proceeds of £3.5 million.
As part of the Fundraising, the Company, who highly values its retail investor
base, will also offer the opportunity for the Company's wider retail
shareholder base in the United Kingdom and new retail shareholders to
participate in the Fundraising through the Retail Offer. The Retail Offer will
be carried out via RetailBook, and a separate announcement is expected to be
made regarding the Retail Offer and its terms immediately following this
announcement.
As part of the Fundraising, the Placing Shares, the Management Subscription
Shares, the Company Arranged Subscription Shares and Retail Offer Shares will
be issued under the existing authorities granted to the Directors. The Casale
Subscription Shares will be issued subject to the passing of the Resolutions
approving the Transaction and approving the authorities to permit the issue
and allotment of such shares.
Casale S.A., the EPC Contractor for the Facility, has also agreed to subscribe
conditionally for the Casale Subscription Shares at the Issue Price for a
value of US$17 million in cash thereby funding approximately 55% of the monies
which ATOME will pay for its subscription of new Preferred Shares in ATOME
Paraguay. Casale has agreed not to charge, encumber, part with, sell or
otherwise transfer any interest in 40% of the Casale Subscription Shares
issued to it pursuant to the Casale Subscription before COD, unless otherwise
agreed by ATOME and the intercreditor agent on behalf of the Debt Providers
("Casale Lock-in").
Stifel and SPA are acting as Bookrunners and Bookrunners to the Company in
connection with the Placing.
The Placing is to be conducted by way of a Bookbuild in accordance with the
terms and conditions set out in Appendix I. The Bookbuild will be launched
immediately following this Announcement. The Company expects to close the
Bookbuild no later than 7.00 a.m. on 24 April 2026, but the Bookrunners and
the Company reserve the right to close the Bookbuild earlier or later, without
further notice.
The Casale Subscription is conditional on shareholder approval of the Villeta
Transaction and the Resolutions at the General Meeting intended to be held on
or around 13 May 2026 (or such other date as the Company advises), Notice of
which will be included in a Circular to shareholders expected to be published
shortly. In the event that Shareholders do not approve the Resolutions, only
the Placing Shares, Management Subscription Shares, the Company Arranged
Subscription Shares and the Retail Offer Shares would be issued and admitted
to trading on AIM.
The Project Funding, comprising the Project Equity Funding of US$245 million
and the Project Debt Funding of US$420 million, will be made directly by the
Equity Consortium and the Debt Providers to ATOME Paraguay, the Company's
wholly owned subsidiary which currently owns the Villeta Project. On
completion of the Project Equity Funding, the Company's legal and beneficial
interest in ATOME Paraguay will be initially diluted to a holding of 12.6% of
the Preferred Shares and 100% of the Common Shares in the latter case - whose
economic interest will be subject to the Preferred Shareholders achieving a
minimum agreed return on the terms and with the rights as set out further
below.
After the Project Funding has been completed, ATOME will then cease to
consolidate all assets and liabilities of
ATOME Paraguay (and the Villeta Project) and will record its interest in ATOME
Paraguay as an investment in an associated undertaking ATOME Paraguay as an
investment in an associated undertaking in its subsequent financial accounts.
The Villeta Transaction therefore constitutes a fundamental change of business
of the Company under Rule 15 of the AIM Rules and accordingly, is conditional
on, inter alia, Shareholder approval of the Villeta Transaction at the General
Meeting.
On completion of the Villeta Transaction, the Company will, however, remain an
operating company under the AIM Rules given its remaining material interest in
the Villeta Project, and the fact that ATOME will continue to provide certain
services to ATOME Paraguay through the Management Services Agreement to
maturity of the Project Debt Funding. Peter Levine has agreed initially to be
non-executive Chair of the board of ATOME Paraguay, Olivier Mussat will be
seconded as CEO to ATOME Paraguay reporting to its board and the Project
Director, an employee of ATOME, will be also seconded to ATOME Paraguay and
will likewise report to the CEO and the ATOME Paraguay board. Under the terms
of the MSA, ATOME will provide certain supervision, administration, key
management, personnel, and technical services to ATOME Paraguay for an annual
charge estimated for the first twelve-month period of approximately US$2.8
million gross. The Villeta Transaction will act as a demonstration of the
capabilities of the Company's management in bringing a major project to FID as
well as acting as a platform and springboard to enable ATOME to pursue its
pipeline of other hydrogen-based development projects in both Paraguay and
Costa Rica, together with ATOME POWER's solar and BESS projects.
A condition of the Equity Consortium participation in the Project Equity
Funding is that ATOME Paraguay also enters into a participation and incentive
arrangement with certain Key Management of ATOME through a Management
Incentive Plan, which requires for certain key persons of the Villeta Project
to subscribe for Non-voting Preferred Shares in ATOME Paraguay at the same
price per share as the Equity Consortium and to receive a separate class of
"Incentive Share" on the basis of one Incentive Share for each Non-voting
Preferred Share issued. Olivier Mussat and James Spalding are the two
participants under the proposed Management Incentive Plan who are also
directors of the Company. Accordingly, these arrangements are a related party
transaction under Rule 13 of the AIM Rules, details of which are set out
further below.
2. Background to and reasons for the Proposals
Since being admitted to trading on AIM at the end of 2021, ATOME has been
diligently working on maturing its first of a kind world leading green
fertiliser production project at Villeta, Paraguay to the point of FID and
commencement of construction.
The production methodology does not use fossil fuels using instead 100%
renewable hydro generated electricity and is not therefore subject to price
variations of fossil fuels which 99% of all the world's current fertiliser
production currently rely on.
The Directors believe that delivering the Villeta Transaction is a major
achievement for a modestly sized public company. ATOME has originated, and
developed from scratch, a project which when built will be a world leader in
low-carbon fertiliser at industrial scale. In doing so the Company has
coordinated with leading international specialist contractors and offtakers
and arranged US$665 million of project level financing with international
institutions.
In the opinion of the Directors, the quality of the Debt Providers being all
major international DFIs validates the Project and underpins its quality and
prospects. The strength of the Equity Consortium including together with the
DFIs confirms the value proposition of the Project.
The Directors consider that the proposed Villeta Transaction with its
projected significant profitability currently estimated at US$84 million of
EBITDA from its first full year of production 2 (#_ftn2) calculated on the
basis of pre-Iran crisis fertiliser prices, firmly places ATOME on the
international stage with strategic partners in the green fertiliser industry
with concomitant reputational benefits for the Company, its management and its
pipeline of other projects at a time when very few hydrogen derivative
projects are being successfully progressed. The estimated EBITDA price is the
management case and is based on a CAN price of US$ 510 per tonne. Fertiliser
prices as a result of the Iran crisis have risen to as much as US$800 per
tonne which demonstrates the volatility of the cost to produce of fossil
fuel-based fertilisers compared to the product which ATOME will produce. ATOME
has now arrived at the point of FID having successfully negotiated after
complex discussions both the debt and equity portions of the Project Funding
for the Project Vehicle, ATOME Paraguay, which it has entirely achieved
without any UK government loans, grants or aid. The Project Funding requires
ATOME shareholder approval prior to completion of the Villeta Transaction and
moving to the construction phase. Further details of the constituent parts of
the Project Funding are set out below.
3. The Villeta Project
When the Villeta Project is built, the Board expects it to be the largest
operating green fertiliser facility in the world and will be located at the
centre of the food and agricultural industry of South America with the
significant markets of Paraguay, Brazil and Argentina on its doorstep,
producing approximately 260,000 tonnes per year of green fertiliser, being
Calcium Ammonium Nitrate in solid form. No such green fertiliser is produced
in South America at present nor is planned before the Villeta Facility opens.
South America is the world's largest fertiliser import market with a demand of
over 30 million tonnes per year with Brazil alone importing over 85% of its
needs, representing over US$13 billion in annual value.
The Villeta Project has certain critical advantages which places it in an
advantageous position in producing CAN cost effectively making it an
attractive value proposition.
The Facility will be built by Casale, the Swiss-based ammonia and fertiliser
specialist engineering firm and technology licensor, under a US$465 million
EPC fixed lump sum turnkey contract. Casale, demonstrating their conviction
and alignment with ATOME and the Project has agreed to be the anchor investor
in the Fundraising subscribing the equivalent of US$17 million for new
Ordinary Shares. The offtake of the entire production has been agreed for a
minimum 10-year term (with an option to extend for 2 years) with Yara
Switzerland Limited, a subsidiary of Yara International ASA, the
Oslo-headquartered US$14 billion market capitalised company, and one of the
world's leading fertiliser companies headquartered in Norway with operations
worldwide and in which the Norwegian Government ultimately owns approximately
43% of shares. The pricing arrangements with Yara includes a price protection
mechanism with a premium upside sharing to provide commodity market security
over the long term whilst keeping commodity upside for ATOME Paraguay. As
stated, currently 99% of the world's fertiliser is made with the use of fossil
fuels.
The Facility, situated on 30 hectares of previously acquired land adjacent to
the River Paraguay, in Villeta, 40km from the capital Asuncion, will first
produce green hydrogen through electrolysis of water taken from the river and
then adding nitrogen from the air to produce green ammonia. Crushed locally
sourced limestone will be reacted with the ammonia to form the hard granulated
fertiliser CAN27, which will then be taken by Yara from the factory gate.
All this is made possible by the supply of renewable energy from Itaipu, the
world's third largest hydroelectric dam jointly owned by Paraguay and Brazil.
ATOME has agreed a 25-year PPA with ANDE, the Paraguay State-owned electricity
supplier, with 10-year extension by mutual agreement, and commencing with an
initial fixed tariff for the first 15 years starting from 16 January 2026, at
US$30.15 MWh on the basis of 123.25MW usage, continuing thereafter at the
prevalent industrial tariff. This provides security of both supply and pricing
essential in a business where the energy input power represents over 75% of
operational expenditure.
Under the terms of the EPC Contract, start of production is scheduled to take
place in 2029, 40 months after receipt of first proceeds from the Funding,
with COD and handover and certification of the Facility ready for full
commercial production 2 months thereafter.
4. The Villeta Transaction
As announced on 13 March 2026, the Company entered into the Project Equity
Funding in connection with the Arrangements relating to the proposed
approximately US$665 million Project Funding for Villeta. The Project Funding,
comprising the Project Equity Funding of approximately US$245 million and the
Project Debt Funding of US$420 million already signed as referred to above,
will be made directly by the Equity Consortium and the Debt Providers to ATOME
Paraguay, the Company's wholly owned subsidiary which owns the Villeta Project
and which includes the following core agreements (further details of which are
set out below in this paragraph 4):
(i) The Common Terms Agreement and related loan agreements;
(ii) The Shareholders Agreement;
(iii) The Investment Agreement;
(iv) The Management Services Agreement;
(v) Equity Contribution and Share Retention Agreement;
(vi) Policy Put; and
(vii) Lock-In Agreements
In addition, (i) the Key Management have entered into the Management Incentive
Plan; (ii) Peter Levine entered into the Levine Lock-In; and (iii) the CEO
Olivier Mussat has likewise entered into a Lock-In Agreement.
The Villeta Transaction is subject inter alia to the approval of the
Resolutions at the General Meeting, or before 30 June 2026 whereupon the
Arrangements will become binding and effective.
Common Terms Agreement
The Common Terms Agreement ("CTA") sets out the shared terms that apply to all
the Debt Providers relationship with the Project Vehicle supplemented by
individual loan agreements with each Lender.
The Project Debt Funding amounts in total to US$420 million with a maturity of
15 years which on ATOME's current estimates is projected to be repaid within
approximately 11 years to be disbursed pro-rata with the equity element. The
blended average interest rate equates to approximately 1.98% over SOFR. Taking
into account the first of a kind nature of the Project and its location, ATOME
considers this as a very favorable lending rate. The Project Debt Funding is
to be provided by four multi-national DFI's being IDB Invest, IFC, FMO and EIB
as well as GCF, a fund established within the framework of the United National
Framework Convention on Climate Change. The membership of the debt consortium
and the interest rate reflects the potential of the Project and is an
endorsement of ATOME and its management team.
The CTA contains usual terms, conditions, covenants and warranties and events
of default typically found in project finance agreements of similar nature.
The CTA is subject to the laws of the State of New York, United States of
America. The CTA provides for the Debt Providers to have a first ranking
security interest over all the rights, contracts, properties, accounts, assets
and incomes of the Villeta Project and the Project Vehicle. The borrower is
ATOME Paraguay, and the CTA is non-recourse to ATOME.
The CTA and Equity Consortium Agreement incorporates provisions normally
incorporated in DFI's funding documentation including those related to
circumstances of default, lender protection and cash sweep where relevant
circumstances dictate. The CTA also regulates reasonable circumstances under
which the shareholders of the Project Vehicle can exit their investment whilst
the Debt Funding remains in place.
The CTA contains conditions to First Disbursement of monies under the
Arrangements which includes the approval by Shareholders of the Resolutions at
the General Meeting. Each quarterly drawdown of monies under the CTA and the
Shareholders Investment Agreements referred to below will be sequenced first
from equity and then from debt. First Disbursement is expected to be made at
or around end May 2026 after satisfaction of certain conditions precedent to
First Disbursement.
Shareholders Agreement and Investment Agreement
These agreements regulate the structure and management and control of the
Project Vehicle between the members of the Equity Consortium and ATOME.
Pursuant to the Investment Agreement, the total amount of equity investment
into the Project Vehicle will comprise US$245 million, all of which will be
invested by way of new Preferred Shares. ATOME as a condition of the
Transaction will invest US$31 million for the new Preferred Shares ("ATOME
Subscription") pari passu with the Equity Consortium. The Company is funding
US$25.2 million of the ATOME Subscription from the net proceeds of the
Fundraising. In addition, US$5.8 million of back costs incurred by ATOME on
behalf of ATOME Paraguay and owed to ATOME will be treated and/or credited as
part satisfaction for the balance of the Preferred Shares to be subscribed for
in the Project Vehicle by ATOME.
Under the Shareholders Agreement, ATOME's Villeta development work to date
will also be recognised by the equivalent of up to US$60 million in notional
value of non-voting Common Shares. The Shareholders Agreement sets out the
prescribed order (the Distribution Waterfall) in which ATOME Paraguay shall
distribute the proceeds of sale or other distributions to the Preferred Shares
held by the Equity Consortium and ATOME, and the Common Shares held solely by
ATOME.
Under the Distribution Waterfall, the Common Shares will be ranked second to
the Preferred Shares which will be entitled to a preferential return
equivalent to a multiple of 2 times MOIC or a 15% IRR ("Preferred Hurdle
Return"). Once the Preferred Shares achieve the Preferred Hurdle Return, the
Common Shares will then be entitled to the Common Shares Catch-up on the
notional US$60 million value. Once the Common Shares have achieved the Common
Shares Catch-up, the Preferred Shares and the Common Shares will then rank
pari passu in all material respects including as to voting and Distributions
and returns. Prior to the Common Shares Catch-up, ATOME will therefore
initially have a legal and beneficial interest in 12.6% of the Preferred
Shares and a 100% legal and beneficial interest in the Common Shares.
Following the Common Shares Catch-up, ATOME will have an economic interest of
29.8% of the Villeta Project Distributions and returns, before taking into
account a small dilution as a result of the Villeta Management Incentive Plan,
which in any event only affects and comes out of the return of Preferred
Shares, further details of which are set out below.
ATOME will be entitled to nominate two ATOME Paraguay Board directors of which
one will be the Chair on a total board comprising up to 8 directors, together
with an observer. The Chair will not have a casting vote and prior to the
Common Shares Catch-up, only one of ATOME's nominated directors will have
voting rights in certain matters and cases. Following the Common Shares
Catch-up, both ATOME's nominated directors to the Paraguay Board will have
pari passu voting rights with the other directors nominated by the Equity
Consortium.
The Shareholders Agreement also includes customary Drag Along rights in favour
of the Equity Consortium. In particular, if the members of the Equity
Consortium approve the transfer of at least 70% of their Preferred Shares to a
third party (a "Drag-Along Sale"), they may require ATOME to sell all of its
respective Preferred Shares and Common Shares, provided that the following
conditions are satisfied:
- The Preferred Shares have achieved, or would achieve, applying the
Distribution Waterfall with the proceeds of such Drag-Along Sale, the
Preferred Hurdle Return; and
- The Common Shares have achieved or would achieve, applying the
Distribution Waterfall with the proceeds of such Drag-Along Sale a value equal
to not less than $60 million.
Where a Drag-Along event occurs, ATOME does not rule out, depending on
circumstances, making proposals at that time to any selling shareholders to
purchase their interest in ATOME Paraguay.
In the Notice in the Circular the Company will, in addition to seeking
approval for the purposes of AIM Rule 15, also seek Shareholder approval for
the disposal of up to ATOME's entire interest in the Villeta Project to
provide for the circumstances in which the Drag-Along Sale is triggered by the
Equity Consortium at a later date. The Company pursuant to AIM Rule 31, has
sought and taken advice from the Nominated Adviser into account which has been
to the effect that the passing of relevant Resolution will constitute
requisite consent for any future disposal pursuant to the said triggering of
the Drag-Along Right and that no further shareholder approval is required.
If the Drag-Along were to be triggered on all of ATOME's shares in the
Project, and ATOME does not itself purchase the selling shareholders interests
thereby avoiding the Drag-Along, ATOME would then cease to have any ongoing
interest in the Villeta Project. Shareholders should note that ATOME's status
under the AIM Rules would then have to be reassessed at such time. Whilst
ATOME intends to develop its existing and future pipeline of other projects in
both food and low carbon fertiliser and power, there can be no certainty
whether on such reassessment, ATOME would continue to be designated to be an
operational company or would be designated as a cash shell under the then
prevailing AIM Rules.
The Shareholders Agreement includes warranties as to the status and condition
of ATOME Paraguay and certain information providers and further incorporates
reasonable minority protections in favour of ATOME and provisions relating to
the dissemination of inside information by ATOME Paraguay such that ATOME is
able to comply with its ongoing obligations to notify inside information via a
regulatory information service provider in accordance with Rules 10 and 11 of
the AIM Rules.
Demonstrating their interest in ATOME's pipeline of projects, the Equity
Consortium have been granted a right of first offer in financing of such
pipeline projects being conducted by ATOME. The Shareholders' Agreement is
subject to the laws of England and Wales.
Management Services Agreement (MSA)
The Equity Consortium and Debt Providers agree that it is important that ATOME
provides supervising and administration services, both during the construction
of the Facility and the operation of the Facility thereafter with day-to-day
responsibilities falling on ATOME Paraguay.
The MSA which runs for an initial term of 15 years governs the provision of
such services by ATOME and is intended to continue, subject as below, provided
that ATOME holds Preferred and Common Shares in the Project Vehicle,
throughout the course of and up to at least maturity and full repayment of the
Project Debt Funding.
Under the MSA, ATOME will second to ATOME Paraguay both Olivier Mussat as CEO
and a Project Director as appropriate as well as providing the Chair and other
personnel and services to the Project Vehicle for which ATOME will receive
quarterly remuneration currently estimated for the initial twelve month period
at a level of approximately US$2.8 million during the construction phase and
US$1 million thereafter subject to upwards review by mutual agreement. This
may vary subject to the needs of the Project Vehicle.
The MSA contains covenants and obligations on ATOME customary for a Management
Services Agreement including termination for cause and is subject to the laws
of England and Wales. Further the MSA is expected to terminate in the event
that ATOME ceases to be invested in shares in ATOME Paraguay.
Equity Contribution and Share Retention Agreement
The Equity Contribution and Share Retention Agreement ("ECSRA") sets out the
agreement between the Debt Providers and their agents (the "Agents"), the
members of the Equity Consortium, including ATOME ("Project Shareholders") and
Atome Paraguay under which the Project Shareholders have provided certain
covenants and undertakings to the Debt Providers in respect of their
respective funding obligations under the Investment Agreement, including
capital support prior to disbursements of monies by the Debt Providers under
the CTA.
As security for those capital support obligations, each Project Shareholder
that is not a development finance institution, and that has not pre-funded its
full commitment is required to provide and maintain an Acceptable Equity
Support Instrument - either a standby letter of credit from an acceptable
financial institution or cash deposited into an equity collateral account -
which the Debt Providers may draw upon if the relevant Shareholder fails to
make a required equity contribution when due.
The ECSRA acknowledges that the direction of the Casale Subscription monies of
US$17 million to ATOME Paraguay and the US$5.8 million of back costs incurred
by ATOME on behalf of ATOME Paraguay and owed to ATOME will both be treated as
part payment of the US$31 million of Preferred Shares to be subscribed for in
the Project Vehicle by ATOME.
The ECSRA also regulates the circumstances under which the Project
Shareholders can transfer their holdings of Preferred Shares whilst the Debt
Funding remains in place and the requirements for eligible transferees. Prior
to the Project Completion Date, any such transfer will require the prior
consent of the Debt Providers.
The ECSRA is subject to the laws of the State of New York, United States of
America.
Policy Put
The Transaction Agreements include a standard Policy Put under which, in
certain exceptional instances, institutional parties to the Transaction
Agreements can put their Preferred Shares in ATOME Paraguay back to ATOME
Paraguay, and in some circumstances Atome Fertiliser Limited backed by a
guarantee from the Company, to achieve an exit. In particular, the IFC, IFDK
and DEG, as government-backed development finance institutions ("DFIs") have
informed the Company that they are prohibited from holding any investment in
an entity which breaches their foundation corporate governance policies, such
as anti-bribery and corruption ("DFI Investors Policy"). To enable the DFIs to
participate in the Project Equity Funding, the DFIs therefore have the right
under the terms of the Put Option Agreement to require the repurchase of their
holding of Preferred Shares if there is a breach of the DFI Investors Policy
("Policy Breach"), as detailed in the Shareholders Agreement, or any warranty
in respect of thereof is untrue. ATOME Paraguay will have 20 days to remedy
any DFI Investors Policy Breach, with a possibility of a 10-day extension
(with consent of the relevant DFI Investor).
For so long as ATOME has management responsibility for the Villeta Project
through the Management Services Agreement ("MSA"), and the Policy Breach is
caused by a breach by ATOME of the terms of the MSA, ATOME (through Atome
Fertiliser Limited) will have the obligation in place of ATOME Paraguay to
purchase half the DFI investors holding of Preferred Shares. The Preferred
Shares to be repurchased are subject to a pre-emption right in favour of the
institutional members of the Equity Consortium who are not DFI Investors
(excluding, for the avoidance of doubt, ATOME), pursuant to which each such
member may acquire Preferred Shares pro rata to their shareholding percentage
ahead of and, in practice, in substitution for ATOME's obligation to purchase
DFI Investor shares. If the MSA has terminated, ATOME will cease to have any
such ongoing obligation to purchase Preferred Shares and the pre-emption right
falls away.
The repurchase price of the Preferred Shares will be the fair market value
agreed between the parties at the time any Put is triggered (failing which the
parties will appoint an independent expert). There is a provision in the draft
Put agreement to limit the purchase price in the event of a Policy Breach to
the remaining cash available under the terms of the CTA at the relevant time.
In the event that there are insufficient or unavailable funds under the CTA,
the repurchase price will be US$1. Under the terms of the Put agreement any
obligation on ATOME to purchase the Preferred Shares will be subject to
ATOME's compliance with the AIM Rules at such time, including seeking any
approval of shareholders or any other requirement under the AIM Rules.
The Company and ATOME Paraguay intend at all times to conduct their operations
and business in compliance with their corporate governance protocols and
systems and controls, and in accordance with the terms of the MSA and the DFI
governance policies - although there remains a theoretical risk that the Put
is inadvertently triggered for example by management oversight, error or
omission. In any event ATOME or ATOME Paraguay (as applicable) will have no
liability to meet any shortfall between the fair market value and the amount
paid to the DFIs from available funds under the CTA.
Management Incentive Plan
A condition of the Equity Consortium's participation in the Project Equity
Funding is that ATOME Paraguay enters into a participation and incentive
arrangement, (the "Management Incentive Plan"), through which Olivier Mussat
and James Spalding are financially incentivised directly by the Project
Vehicle, separate to the MSA and ATOME itself, and notwithstanding that they
will still be employed and paid by ATOME and their services provided under the
MSA.
Under the terms of the Management Incentive Plan, further details of which are
set out in Appendix II below, Key Management have conditionally agreed under
the terms of the Management Incentive Plan to subscribe for an amount equal to
up to thirty percent (30%) of net salary, following admission to the
Management Incentive Plan, for each of the first three (3) years, for
Non-voting Preferred Shares in the Project Vehicle , the legal title of which
are to be held by a nominee and, other than in respect of voting rights, will
rank pari passu with the Preferred Shares ("Key Management Subscription"). In
addition, Key Management, Olivier Mussat has agreed to enter into a lock-in
agreement not to dispose or otherwise sell any of his interest in 3,157,597 of
his Ordinary Shares until the date on which the intercreditor agent on behalf
of the Debt Providers notifies ATOME Paraguay that the project completion date
of the Project has been achieved (the "Key Management Lock-in").
In consideration for the agreement by the Key Management to the Key Management
Subscription, the Key Management will be entitled to receive from the Project
Vehicle, the allotment and issue of a separate class of Incentive Shares on
the basis of one Incentive Share for each Non-voting Preferred Share issued,
the legal title of which are also to be held by a nominee. Upon the
occurrence of certain sale events relating to ATOME Paraguay and subject to a
minimum multiple of invested capital received by the Preferred Shareholders
and the satisfaction of an IRR threshold, the Incentive Shares shall be
purchased by the Preferred Shareholders (including ATOME) out of their returns
from the sale event, but will not reduce the Common Share returns.
The terms of the Incentive Share arrangements for the Key Management have been
determined by the third-party Equity Consortium and are a requirement of the
Project Funding. Shareholders should note that it is possible that the
purchase of the Incentive Shares by the Preferred Shareholders may occur in a
scenario where under the Distribution Waterfall as set out above and
notwithstanding ATOME management's current expectations, ATOME has not
achieved the Common Shares Catch-up and accordingly, ATOME's Common Shares
have not received any or partial benefit. In such circumstances, the Key
Management may be entitled to proceeds of sale for their Incentive Shares
under the Management Incentive Plan, but ATOME has received only its return on
its holding of Preferred Shares. Payment for the purchase of the Incentive
Shares will be met out of the returns made by all the Preferred Shareholders
pari passu and the burden for such payments will not fall on or impact upon
ATOME's holding of Common Shareholders.
Olivier Mussat and James Spalding, directors of the Company, and Juan Pablo
Nogues who is a director of ATOME Paraguay are participants under the proposed
Management Incentive Plan. Accordingly, the Management Incentive Plan is a
related party transaction under Rule 13 of the AIM Rules.
After careful consideration, the Independent Directors (being the Board of
ATOME excluding Olivier Mussat and James Spalding) recognise that the
Management Incentive Plan, including the potential payment for the acquisition
of the Incentive Shares by the Preferred Shareholders represents a potential
conflict of interest insofar as ATOME is concerned. Nonetheless, the
Management Incentive Plan is a condition of the Equity Consortium as described
above, and it is a requirement of the Project Funding to lock-in and
incentivise the certain individuals which they have identified as critical to
the Villeta Project delivery and which will also be in the interests of ATOME.
ATOME will put in place measures to ensure that in all relevant decision
making of ATOME where a conflict could arise the Key Management are excluded
from such decisions and that the Key Management do not receive a duplication
of benefits from ATOME as well as from the ATOME Paraguay during all relevant
periods.
The Independent Directors, having consulted with ATOME's nominated adviser
Beaumont Cornish, consider the terms of the Management Incentive Plan are fair
and reasonable insofar as the shareholders are concerned.
5. Peter Levine
Peter Levine, the Chairman of ATOME is not a member of the Key Management and
accordingly, will not participate in the Management Incentive Plan nor
subscribe for any Non-voting Preferred Shares, nor will he be entitled to any
benefits arising therefrom. Nevertheless, as a further requirement of the Debt
Providers and the Equity Consortium agreeing to the Project Funding, Peter
Levine has agreed (subject to certain carve-outs and early termination events)
to lock-in 9,000,000 of his beneficial holding of Ordinary Shares in ATOME
until he date on which the intercreditor agent on behalf of the Debt Providers
notifies ATOME Paraguay that the project completion date of the Project has
been achieved to give comfort to the Debt Providers and the Equity Consortium
of his continued interest and alignment in the Project's success.
6. The Fundraising
The Fundraising, comprising the Placing, the Subscription and the Retail
Offer, is expected to raise gross proceeds of approximately £24 million by
the issue of New Ordinary Shares at the Issue Price (assuming full update of
the Retail Offer) to fund the US$31 million to be subscribed by ATOME for
Preferred Shares in ATOME Paraguay, and to provide working capital to the
Company for general corporate purposes and progress ATOME's pipeline of other
projects. The Issue Price represents a discount of approximately 0.8% to the
closing mid-market price of 60.5 pence per Ordinary Share on 9 April 2026,
being the last trading day immediately preceding the announcement by ATOME
providing an update on stating that final definitive documentation on the
equity financing of the Villeta Project was being finalised by the parties'
lawyers and represents a discount of approximately 34.4% to the closing
mid-market price of 91.50 pence per Ordinary Share on 23 April 2026 being the
last trading day immediately preceding the date of the announcement of the
Fundraising. In addition,
All the New Ordinary Shares to be issued under the Fundraising will rank pari
passuwith the Company's Existing Ordinary Shares.
The Placing
The Company has entered into a Placing Agreement with the Bookrunners in
connection with the Placing. Further details on the Placing, which is subject
to the terms and conditions set out in Appendix I to this Announcement, are
set out below.
The Placing will raise gross proceeds of approximately £24 million by the
issue of the Placing Shares at the Issue Price. This will provide working
capital to the Company for general corporate purposes and progress ATOME's
pipeline of other projects.
The Placing is being made within the existing authorities of the Company and
is only conditional on admission of the Placing Shares to trading on AIM.
Application will be made for the Placing Shares to be admitted to trading on
AIM, and it is expected that First Admission will become effective at 8.00 am
on or around 30 April 2026.
The Subscription
Pursuant to the terms of the Casale Subscription Agreement, Casale has agreed
to subscribe US$17 million in cash for 20,987,654 Casale Subscription Shares
at the Issue Price thereby funding approximately 55% of the monies which ATOME
will pay for its subscription of new Preferred Shares in ATOME Paraguay. ATOME
has directed and Casale has agreed, to apply the monies due to ATOME from the
Casale Subscription in paying US$17 million towards the ATOME US$31 million
subscription for Preferred Shares in ATOME Paraguay.
The Casale Subscription is conditional upon and subject to the passing of the
Resolutions set out in the Notice of General Meeting.
Pursuant to the terms of the Management Subscription Agreements, certain of
the Directors and Managers of ATOME have also agreed to subscribe for (in
aggregate) 5,769,885 Management Subscription Shares at the Issue Price,
raising gross proceeds from the Management Subscription of £3,461,931.
Pursuant to the terms of the Company Arranged Subscription Agreements, certain
of the Company's existing Shareholders and other third parties have agreed to
subscribe for (in aggregate) 3,335,494 Company Arranged Subscription Shares at
the Issue Price, raising gross proceeds from the Company Arranged Subscription
of £2,001,296.
The Management Subscription and the Company Arranged Subscription are being
made within the existing authorities of the Company and are only conditional
on admission of the Placing Shares and Management Subscription Shares or
Company Arranged Subscription Shares (as the case may be) to trading on AIM.
Application will be made for the Management Subscription Shares and the
Company Arranged Subscription Shares to be admitted to trading on AIM, and it
is expected that First Admission will become effective at 8.00 am on or around
30 April 2026.
The Retail Offer
Retail Offer Shares will be offered through RetailBook at the Issue Price,
raising gross proceeds of up to £500,000, assuming full take up under the
Retail Offer. The Company reserves the right to upscale the size of the Retail
Offer in the event that there is excess demand under the Retail Offer. The
Retail Offer Shares will be issued pursuant to the existing authorities of the
Company. ATOME highly values its retail investor base and believes it
appropriate to provide them with, in addition to new retail investors, the
opportunity through the RetailBook to participate. The monies being raised
through the Retail Offer will be applied for further working capital purposes
of ATOME. The Retail Offer will be carried out via RetailBook and a separate
announcement is expected to be made regarding the Retail Offer and its terms
immediately following this announcement.
Settlement and Dealings
Applications will be made to the London Stock Exchange for admission to
trading on AIM of in aggregate 21,339,513 the New Ordinary Shares in respect
of the Placing Shares, the Management Subscription Shares, the Company
Arranged Subscription Shares and the Retail Offer Shares. It is expected that
First Admission will take place at 8.00 am. on 30 April 2026.
Application will be made to the London Stock Exchange for admission to trading
on AIM of in aggregate 20,987,654 New Ordinary Shares in respect of the Casale
Subscription Shares and it is expected that Second Admission will take place
at 8.00 a.m. on 21 May 2026.
Following Second Admission, in aggregate, a total of 20,987,654 Ordinary
Shares will be locked in under the Levine Lock-in, the Key Management Lock-in
and the Casale Lock-in.
Shareholders should note that if the Resolutions are not approved by
Shareholders, only the Placing Shares, the Management Subscription Shares, the
Company Arranged Subscription Shares and the Retail Offer Shares will be
issued and admitted to trading on AIM.
7. Directors and Senior Management participation in the Fundraising
As described above, certain Directors and other senior management of the
Company intend to subscribe directly with the Company for the Management
Subscription Shares and details of their participation are set out below:
Subscriber Number of Management Subscription Shares Holding of Ordinary Shares on completion of the Management
Subscribed for Subscription
Directors:
Peter Levine ((i)) ((ii)) 4,753,086 19,518,760
Olivier Mussat 123,457 3,281,054
Nikita Levine 246,914 565,944
James Spalding 198,347 1,117,242
Mary-Rose de Valladares 101,277 331,631
Robert Sheffrin 57,482 221,154
TOTAL DIRECTORS 5,480,563 25,035,785
Senior Management:
Denis Kurochkin 118,052 588,592
Sam Mackiligin 120,187 133,520
Kevin McDonald 51,083 51,083
TOTAL SENIOR MANAGEMENT 289,322 773,195
Notes:
(i) The 4,753,086 Management Subscription Shares subscribed
for by Peter Levine or related parties exclude parties acting in concert with
him.
(ii) The holding of Ordinary Shares on completion of the
Management Subscription comprises Peter Levine's direct holding of 14,329,864
Ordinary Shares, 1,630,000 Ordinary Shares held by Alpha Energies Invest GmbH
and 3,558,896 Ordinary Shares held by PLLG Investments Limited.
The Directors intend to subscribe for a total of 5,480,562 Management
Subscription Shares representing 10.75 per cent. of the Existing Ordinary
Share Capital. In addition to the Directors, senior management intend to
subscribe for a total of 289,322 Management Subscription Shares.
As previously announced on 22 May 2025, certain Directors subscribed for
1,837,638 new Ordinary Shares by the application of annual bonuses for the two
previously un-awarded full years 2023 and 2024. In aggregate therefore, the
Directors will within the last 12 months on completion of the Management
Subscription, have subscribed for a total of 7,318,200 Ordinary Shares
representing 14.36 per cent. of the Existing Ordinary Share Capital.
Accordingly, the Management Subscription will be treated as a related party
transaction under Rule 13 of the AIM Rules.
8. Financial effects of the Transaction
Accounting impact
The Project Funding, comprising the Project Equity Funding of US$245 million
and the Project Debt Funding of US$420 million, will be made directly by the
Equity Consortium and the Debt Providers to ATOME Paraguay, the Company's
wholly owned subsidiary which owns the Villeta Project. On completion of the
Project Equity Funding, the Company's legal and beneficial interest in ATOME
Paraguay will be diluted as referred to under paragraph 4 above.
On completion of the Project Funding, ATOME will cease to consolidate all
assets and liabilities of ATOME Paraguay (and the Villeta Project) and will
record its interest in ATOME Paraguay as an investment in an associated
undertaking in its subsequent financial accounts.
Equity Returns
The equity return to ATOME and the Equity Consortium from the Facility's
production is dependent on two principal factors, the power price and the CAN
commodity price from time to time.
Paraguay as a whole benefits from low renewable energy costs thanks to inter
alia the Itaipu Dam. This has now been substantially enhanced by a recent
Presidential Decree under which the PPA will have a 25-year term running from
16 January 2026, with a 10-year extension by mutual agreement. ATOME
Paraguay's price of power has been fixed for the first 15 years from 16
January 2026 at US$30.15/MWh on the basis of 123.25MW usage. This provides a
stable guarantee of both power and prices and provides ATOME Paraguay with
vital control over costs and certainty of long-term business operational
expenditure.
Under the agreed terms of the long-term offtake agreement with Yara
International ASA, the pricing arrangements includes a price protection
mechanism with a premium upside sharing to provide commodity market security
over the long term whilst keeping commodity upside for ATOME Paraguay.
ATOME Paraguay therefore has price security which supports its debt
responsibilities to the Debt Providers under the Project Funding, enabling
competitive debt terms whilst retaining CAN product pricing upside for ATOME
Paraguay. After having performed careful due diligence and obtained the
independent advice of NexantECA and, through the Debt Providers adviser noted
the views of Argus Media as well as working closely with Yara, the Board
believes that the CAN price curve, with increasing customer emphasis on low
carbon products, underpins a robust and healthy long-term future for the
Villeta Project's product.
The ATOME Paraguay mid-case management business case estimates, which are
subject to commodity price fluctuation from time to time, target an annual
revenue for the first full year of production at Villeta in 2030 of US$129
million with an estimated EBITDA of approximately US$84 million 3 (#_ftn3)
based on the management base case CAN sales price of US$510 per tonne.
Indebtedness
The borrower is ATOME Paraguay and the CTA is non-recourse to ATOME.
The CTA contains usual terms, conditions, covenants and warranties and events
of default typically found in project finance agreements of similar nature and
in particular provides for the Debt Providers to have a first ranking security
interest over all the rights, contracts, properties, accounts, assets and
incomes of the Villeta Project and the Project Vehicle.
9. Use of proceeds & strategy
On completion of the Transaction, the Company will fund US$25.2 million of the
ATOME Subscription for Preferred Shares in the Project Vehicle from the net
proceeds of the Fundraising. In addition, US$5.8 million of back costs
incurred by ATOME on behalf of ATOME Paraguay and owed to ATOME will be
treated and/or credited as part satisfaction for the Preferred Shares to be
subscribed for in the Project Vehicle by ATOME.
The balance of the proceeds of the Fundraising will be used for working
capital and towards development expenditure on ATOME's other projects. As well
as managing the Project under the MSA the Company intends to pursue its other
pipeline of projects including:
Yguazu Project
ATOME's wholly owned 300MW Yguazu Project, based in Paraguay, is also
targeting green hydrogen-based low-carbon fertiliser production, which on
completion would be twice the size of the Villeta Project. A pre-power
purchase agreement (PPA) has been signed with Paraguay's National Electricity
Administration, and pre-PPA studies completed in June 2024. The Yguazu Project
is targeting production of up to an estimated 220,000 tonnes per annum of
zero-carbon ammonia, using 100% renewable baseload power. The Board expects to
focus on progressing the Yguazu Project on completion of the project financing
of Villeta.
Costa Rica
In Costa Rica, ATOME has a joint venture with a local partner to develop green
fertiliser projects for the region. A framework collaboration agreement was
signed in January 2024 with the Costa Rican state power company, with studies
on-going ahead of the execution of a power purchase agreement.
ATOME POWER
ATOME has also formed ATOME POWER, a separately managed division headed by
Nikita Levine a director of ATOME which is in the preliminary stages of
developing a renewable power generation and BESS infrastructure business.
ATOME POWER intends to develop up to 400MW of solar power and battery storage
for the provision of long-term power solutions in Paraguay.
10. Further allotment of Ordinary Shares in lieu of fees
ATOME has further agreed with certain contractors and other advisors
associated with the Project to allot, in aggregate, 2,245,833 New Ordinary
Shares in lieu of fees due to such persons (the "Settlement Shares"). The
Settlement Shares [will be issued under the existing share and disapplication
authorities granted to the Directors and will rank pari passu with the
Existing Ordinary Shares. Application will be made to the London Stock
Exchange for admission to trading of the Settlement Shares on AIM concurrently
with First Admission, on or before 8.00 a.m. BST on 24 April 2026 (or such
later time or date as the Company may agree, being no later than 8.00 a.m. BST
on 30 April 2026) and that dealings in the Settlement Shares will commence at
that time.
11. General Meeting
Notice convening a General Meeting of the Company to approve the Transaction
and the proposed issue of the New Ordinary Shares pursuant to the Casale
Subscription will be set out in a Circular to be published and sent to
Shareholders shortly following close of the Bookbuild.
IMPORTANT NOTICE
This Announcement contains forward-looking statements. These statements relate
to the Company's future prospects, developments and business strategies.
Forward-looking statements are identified by their use of terms and phrases
such as "potential", "estimate", "expect", "may", "will" or the negative of
such terms and phrases, variations or comparable expressions, including
references to assumptions. The forward-looking statements in this Announcement
are based on current expectations and are subject to risks and uncertainties
that could cause actual results to differ materially from those expressed or
implied by those statements. These forward-looking statements speak only as at
the date of this Announcement. No statement in this Announcement is intended
to constitute a profit forecast or profit estimate for any period. Neither the
Directors nor the Company undertake any obligation to update forward-looking
statements other than as required by the AIM Rules or by the rules of any
other securities regulatory authority, whether as a result of new information,
future events or otherwise.
This Announcement, including the information contained herein, is for
information purposes only, is not intended to and does not constitute or form
part of any offer or invitation to purchase or subscribe for, underwrite, sell
or issue or the solicitation of an offer to purchase or subscribe for, sell,
acquire or dispose of the Fundraising Shares or any other security in the
United States, Canada, Australia, New Zealand, the Republic of South
Africa or Japan or in any jurisdiction in which, or to persons to whom,
such offering, solicitation or sale would be unlawful.
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, is acting as nominated adviser to
the Company. Beaumont Cornish will not regard any other person as its client
and will not be responsible to anyone else for providing the protections
afforded to the clients of Beaumont Cornish or for providing advice in
relation to such proposals. No representation or warranty, expressed or
implied, is made by Beaumont Cornish or any of its directors, officers,
partners, employees, agents or advisers as to the contents therein including
in its accuracy, completeness or verification, or for any other statement made
or purported to be made by it or on its behalf, in connection with the
Fundraising or Transaction. Beaumont Cornish as nominated adviser to the
Company owes certain responsibilities to the London Stock Exchange which are
not owed to the Company, the Directors, Shareholders or any other person.
Stifel Nicolaus Europe Limited ("Stifel"), which is authorised and regulated
in the United Kingdom by the FCA, is acting exclusively for the Company as
joint broker and bookrunner in connection with the Placing and is not acting
for any other person and will not be responsible to any other person for
providing the protections afforded to customers of Stifel, or for advising any
other person in connection with the Placing. No representation or warranty,
expressed or implied, is made by Stifel or any of its directors, officers,
partners, employees, agents or advisers as to the contents therein including
in its accuracy, completeness or verification, or for any other statement made
or purported to be made by it or on its behalf, in connection with the
Fundraising or Transaction.
SP Angel Corporate Finance LLP ("SP Angel"), which is authorised and regulated
in the United Kingdom by the FCA, is acting exclusively for the Company as
joint broker and bookrunner in connection with the Placing and is not acting
for any other person and will not be responsible to any other person for
providing the protections afforded to customers of SP Angel, or for advising
any other person in connection with the Placing. No representation or
warranty, expressed or implied, is made by SP Angel or any of its directors,
officers, partners, employees, agents or advisers as to the contents therein
including in its accuracy, completeness or verification, or for any other
statement made or purported to be made by it or on its behalf, in connection
with the Fundraising or Transaction.
APPENDIX I
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT, INCLUDING THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT
HEREIN (TOGETHER, THIS "ANNOUNCEMENT") (WHICH IS FOR INFORMATION PURPOSES
ONLY) IS DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN
ECONOMIC AREA (THE "EEA") WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF
ARTICLE 2(E) OF REGULATION (EU) 2017/1129 (THE "PROSPECTUS REGULATION")
("QUALIFIED INVESTORS"); (B) IN THE UNITED KINGDOM, PERSONS WHO ARE QUALIFIED
INVESTORS WITHIN THE MEANING OF PARAGRAPH 15 OF SCHEDULE 1 TO THE PUBLIC
OFFERS AND ADMISSIONS TO TRADING REGULATIONS 2024 (THE "POATR") AND WHO: (I)
HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL
WITHIN ARTICLE 19(5) (INVESTMENT PROFESSIONALS) OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 AS AMENDED (THE "ORDER"); OR
(II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH
COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC) OF THE ORDER; OR (C) ARE PERSONS
TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER
BEING REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON
BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR THE SALE OR
SUBSCRIPTION OR A SOLICITATION OF AN OFFER TO BUY OR ACQUIRE OF ANY SECURITIES
IN THE COMPANY IN THE UNITED STATES OR ELSEWHERE.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US
SECURITIES ACT OF 1933, AS AMENDED (THE "US SECURITIES ACT") OR WITH ANY
SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED
STATES OR UNDER ANY SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE
UNITED STATES AND MAY NOT BE OFFERED, SOLD, RESOLD, PLEDGED, TRANSFERRED OR
DELIVERED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES EXCEPT
PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT, IN EACH CASE, AND IN
COMPLIANCE WITH THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE
UNITED STATES. THE PLACING SHARES ARE BEING OFFERED AND SOLD ONLY (I) OUTSIDE
OF THE UNITED STATES IN ACCORDANCE WITH REGULATION S UNDER THE US SECURITIES
ACT AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS; OR (II) OTHERWISE
PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE US
SECURITIES ACT. THERE WILL BE NO PUBLIC OFFER OF THE SECURITIES MENTIONED
HEREIN IN THE UNITED STATES.
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 OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN,
THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL (THE "RESTRICTED
JURISDICTIONS"). NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN THE
UNITED STATES, THE UNITED KINGDOM OR ELSEWHERE WHERE SUCH OFFERING WOULD BE
UNLAWFUL.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISORS AS TO LEGAL, TAX, BUSINESS
AND RELATED ASPECTS OF A PURCHASE OF PLACING SHARES.
The Placing Shares have not been approved or disapproved by the US Securities
and Exchange Commission, any state securities commission or other regulatory
authority in the United States nor have any of the foregoing authorities
passed upon or endorsed the merits of the Placing or the accuracy or adequacy
of this Announcement. Any representation to the contrary is a criminal offence
in the United States. The relevant clearances have not been, nor will they be,
obtained from the securities commission of any province or territory of
Canada, no prospectus has been lodged with, or registered by, the Australian
Securities and Investments Commission or the Japanese Ministry of Finance; the
relevant clearances have not been, and will not be, obtained for the South
Africa Reserve Bank or any other applicable body in the Republic of South
Africa in relation to the Placing Shares and the Placing Shares have not been,
nor will they be registered under or offered in compliance with the securities
laws of any state, province or territory of Australia, Canada, Japan or the
Republic of South Africa. Accordingly, the Placing Shares may not (unless an
exemption under the relevant securities laws is applicable) be offered, sold,
resold or delivered, directly or indirectly, in or into Australia, Canada,
Japan or the Republic of South Africa or any other jurisdiction outside the
United Kingdom or the EEA.
Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; and (c) local implementing measures,
including but not limited to the product governance requirements contained
within the FCA Handbook and in particular the Product Intervention and Product
Governance Sourcebook, and any other UK domestic legislation and measures
which implement MiFID II, (together the "MiFID II Product Governance
Requirements"), and disclaiming all and any liability, whether arising in
tort, contract or otherwise which any "manufacturer" (for the purposes of the
MiFID II Product Governance Requirements) may otherwise have with respect
thereto, the Placing Shares have been subject to a product approval process,
which has determined that such Placing Shares are: (i) compatible with an end
target market of retail investors and investors who meet the criteria of
professional clients and eligible counterparties, each as defined in MiFID II;
and (ii) eligible for distribution through all distribution channels as are
permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the
Target Market Assessment, distributors (as defined within the MiFID II Product
Governance Requirements) should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment; the Placing
Shares offer no guaranteed income and no capital protection; and an investment
in Placing Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in conjunction
with an appropriate financial or other adviser) are capable of evaluating the
merits and risks of such an investment and who have sufficient resources to be
able to bear any losses that may result therefrom. The Target Market
Assessment is without prejudice to the requirements of any contractual, legal
or regulatory selling restrictions in relation to the Placing. Furthermore, it
is noted that, notwithstanding the Target Market Assessment, the Bookrunners
will only procure investors who meet the criteria of professional clients and
eligible counterparties. For the avoidance of doubt, the Target Market
Assessment does not constitute: (A) an assessment of suitability of
appropriateness for the purposes of MiFID II; or (B) a recommendation to any
investor or group of investors to invest in, or purchase, or take any other
action whatsoever with respect to the Placing Shares. Each distributor is
responsible for undertaking its own target market assessment in respect of the
Placing Shares and determining appropriate distribution channels.
Persons (including without limitation, nominees and trustees) who have a
contractual right or other legal obligations to forward a copy of this
Announcement should seek appropriate advice before taking any action.
This Announcement should be read in its entirety. In particular, any Placee
should read and understand the information provided in the "Important Notice"
section of this Announcement.
By participating in the Bookbuild and the Placing, each Placee will be deemed
to have read and understood this Announcement in its entirety, to be
participating, making an offer and acquiring Placing Shares on the terms and
conditions contained herein and to be providing the representations,
warranties, indemnities, acknowledgements and undertakings contained in this
Appendix.
In particular, each such Placee represents, warrants, undertakes, agrees and
acknowledges (amongst other things) that:
1. it is a Relevant Person and undertakes that it will
acquire, hold, manage or dispose of any Placing Shares that are allocated to
it for the purposes of its business;
2. in the case of a Relevant Person in a member state of
the EEA which has implemented the Prospectus Regulation (each, a "Relevant
Member State") who acquires any Placing Shares pursuant to the Placing:
(a) it is a Qualified Investor within the
meaning of Article 2(e) of the Prospectus Regulation; and
(b) in the case of any Placing Shares
acquired by it as a financial intermediary, as that term is used in Article
5(1) of the Prospectus Regulation:
(i) the Placing Shares acquired by it in the
Placing have not been acquired on behalf of, nor have they been acquired with
a view to their offer or resale to, persons in any Relevant Member State other
than Qualified Investors or in circumstances in which the prior consent of the
relevant Bookrunner has been given to the offer or resale; and
(ii) where Placing Shares have been acquired by it
on behalf of persons in any Relevant Member State other than Qualified
Investors, the offer of those Placing Shares to it is not treated under the
Prospectus Regulation as having been made to such persons;
3. in the case of a Relevant Person in the United
Kingdom who acquires any Placing Shares pursuant to the Placing:
(a) it is a Qualified Investor within the
meaning of paragraph 15 of Schedule 1 to the POATR (a "UK Qualified
Investor"); and
(b) in the case of any Placing Shares
acquired by it as a financial intermediary, as that term is used in Regulation
7(4) of the POATR:
(i) the Placing Shares acquired by it in the
Placing have not been acquired on behalf of, nor have they been acquired with
a view to their offer or resale to, persons in the United Kingdom other than
UK Qualified Investors or in circumstances in which the prior consent of the
relevant Bookrunner has been given to the offer or resale; and
(ii) where Placing Shares have been acquired by it
on behalf of persons in the United Kingdom other than UK Qualified Investors,
the offer of those Placing Shares to it is not treated under the POATR as
having been made to such persons;
4. it is acquiring the Placing Shares for its own
account or is acquiring the Placing Shares for an account with respect to
which it exercises sole investment discretion and has the authority to make
and does make the representations, warranties, indemnities, acknowledgements,
undertakings and agreements contained in this Announcement;
5. it understands (or if acting for the account of
another person, such person has confirmed that such person understands) the
resale and transfer restrictions set out in this Appendix; and
6. except as otherwise permitted by the Company and
subject to any available exemptions from applicable securities laws, it (and
any account referred to in paragraph 5 above) is outside the United States and
acquiring the Placing Shares in offshore transactions as defined in, and in
accordance with, Regulation S under the US Securities Act.
No prospectus
The Placing Shares are being offered to a limited number of specifically
invited persons only in the EEA and specifically invited persons only in the
UK (all of whom are Relevant Persons) and will not be offered in such a way as
to require any MTF admission prospectus (as defined in POATRs) or other
offering document to be published. Placees' commitments will be made solely on
the basis of their own assessment of the Company, the Placing Shares and the
Placing based on the information contained in this Announcement and any
information publicly announced through a regulatory information service
("RIS") by or on behalf of the Company on or prior to the date of this
Announcement (the "Publicly Available Information") and subject to any further
terms set forth in the Form of Confirmation sent to Placees by the relevant
Bookrunner to confirm their acquisition of Placing Shares.
Each Placee, by participating in the Placing, agrees that the content of this
Announcement is exclusively the responsibility of the Company and confirms
that it has neither received nor relied on any information (other than the
Publicly Available Information), representation, warranty or statement made by
or on behalf of either of the Bookrunners or the Company or any other person
and none of the Bookrunners, the Company nor any other person acting on such
person's behalf nor any of their respective affiliates has or shall have any
responsibility or liability for any Placee's decision to participate in the
Placing based on any other information, representation, warranty or statement
(regardless of whether or not such information, representation, warranty or
statement was given or made by or on behalf of any such persons). Each Placee
acknowledges and agrees that it has relied on its own investigation of the
business, financial or other position of the Company in accepting a
participation in the Placing. No Placee should consider any information in
this Announcement to be legal, tax or business advice. Each Placee should
consult its own attorney, tax advisor and business advisor for legal, tax and
business advice regarding an investment in the Placing Shares. Nothing in this
paragraph shall exclude the liability of any person for fraudulent
misrepresentation.
Details of the Placing Agreement and the Placing Shares
Stifel and SP Angel are acting as joint bookrunners in connection with the
Placing and have entered into the Placing Agreement with the Company under
which, on the terms and subject to the conditions set out in the Placing
Agreement, each Bookrunner, as agent for and on behalf of the Company, has
agreed to use its reasonable endeavours to procure placees for the Placing
Shares. The Placing is not being underwritten by either Bookrunner or any
other person.
The final number of Placing Shares will be decided at the close of the
Bookbuild following the execution of the placing terms by the Company and the
Bookrunners (the "Term Sheet"). The timing of the closing of the book and
allocations are at the discretion of the Company and the Bookrunners. Details
of the number of Placing Shares will be announced as soon as practicable after
the close of the Bookbuild.
The Placing Shares have been duly authorised and will, when issued, be
credited as fully paid up and will be issued subject to the Company's articles
of association and rank pari passu in all respects with the existing Ordinary
Shares, including the right to receive all dividends and other distributions
declared, made or paid on or in respect of the Ordinary Shares after the date
of issue of the Placing Shares, and will on issue be free of all pre-emption
rights, claims, liens, charges, encumbrances and equities.
Application for admission to trading
Application will be made to the London Stock Exchange plc (the "London Stock
Exchange") (the "Application") for admission to trading of, inter alia, the
Placing Shares on AIM (the "First Admission").
It is expected that First Admission of the Placing Shares will occur at or
before 8.00 a.m. BST on 30 April 2026 (or such later time or date as the
Bookrunners may agree with the Company, being no later than 8.00 a.m. BST on
30 April 2026) and that dealings in the Placing Shares will commence at that
time.
Bookbuild
The Bookrunners will today commence the accelerated bookbuilding process to
determine demand for participation in the Placing by Placees (the
"Bookbuild"). This Announcement gives details of the terms and conditions of,
and the mechanics of participation in, the Placing. No commissions will be
paid to Placees or by Placees in respect of any Placing Shares.
The Bookrunners and the Company shall be entitled to effect the Placing by
such alternative method to the Bookbuild as they may, in their sole
discretion, determine.
Participation in, and principal terms of, the Placing
1. The Bookrunners are arranging the Placing each as
bookrunner and placing agent of the Company.
2. Participation in the Placing will only be available
to persons who may lawfully be, and are, invited to participate by the
Bookrunners. Each Bookrunner may itself agree to be a Placee in respect of all
or some of the Placing Shares or may nominate any member of its group to do
so.
3. The Bookbuild, if successful, will establish the
aggregate amount payable to the relevant Bookrunner (as applicable), as
settlement agent for the Company, by all Placees whose bids are successful.
The number of Placing Shares will be agreed by the Bookrunners (in
consultation with the Company) following completion of the Bookbuild. Subject
to the execution of the Term Sheet, the number of Placing Shares to be issued
will be announced on an RIS following the completion of the Bookbuild via the
Result of Placing Announcement.
4. To bid in the Bookbuild, prospective Placees should
communicate their bid orally by telephone or in writing to their usual sales
contact at the relevant Bookrunner. Each bid should state the number of
Placing Shares which the prospective Placee wishes to subscribe for at the
Issue Price. Bids may be scaled down by the Bookrunners on the basis
referred to in paragraph 6 below. The Bookrunners reserve the right not to
accept bids or to accept bids in part rather than in whole. The acceptance of
the bids shall be at the Bookrunners' absolute discretion, subject to
agreement with the Company.
5. The Bookbuild is expected to close no later than 9.00
p.m. (BST) on 23 April 2026 but may be closed earlier or later at the
discretion of the Bookrunners. The Bookrunners may, in agreement with the
Company, accept bids that are received after the Bookbuild has closed. The
Company reserves the right (upon the agreement of the Bookrunners) to reduce
the number of shares to be issued pursuant to the Placing, in its absolute
discretion.
6. Allocations of the Placing Shares will be determined
by the Bookrunners after consultation with the Company (the proposed
allocations having been supplied by the Bookrunners to the Company in advance
of such consultation). Subject to the execution of the Term Sheet, allocations
will be confirmed orally by the relevant Bookrunner and a Form of Confirmation
will be despatched as soon as possible thereafter. The relevant Bookrunner's
oral confirmation to such Placee constitutes an irrevocable legally binding
commitment upon such person (who will at that point become a Placee), in
favour of the Bookrunners and the Company, to acquire the number of Placing
Shares allocated to it and to pay the Issue Price in respect of such shares on
the terms and conditions set out in this Appendix and in accordance with the
Company's articles of association. A bid in the Bookbuild will be made on the
terms and subject to the conditions in this Announcement (including this
Appendix) and will be legally binding on the Placee on behalf of which it is
made and except with the relevant Bookrunner's consent, such commitment will
not be capable of variation or revocation after the time at which it is
submitted.
7. Each Placee's allocation and commitment will be
evidenced by a Form of Confirmation issued to such Placee. The terms of this
Appendix will be deemed incorporated in that Form of Confirmation.
8. Irrespective of the time at which a Placee's
allocation pursuant to the Placing is confirmed, settlement for all Placing
Shares to be subscribed for pursuant to the Placing will be required to be
made at the same time, on the basis explained below under "Registration and
Settlement".
9. All obligations under the Bookbuild and the Placing
will be subject to fulfilment or (where applicable) waiver of the conditions
referred to below under "Conditions of the Placing" and to the Placing not
being terminated on the basis referred to below under "Right to terminate
under the Placing Agreement".
10. By participating in the Placing, each Placee agrees that
its rights and obligations in respect of the Placing will terminate only in
the circumstances described below and will not be capable of rescission or
termination by the Placee.
11. To the fullest extent permissible by law, neither
Bookrunner, nor the Company, nor any of their respective affiliates, agents,
directors, officers or employees shall have any responsibility or liability to
Placees (or to any other person whether acting on behalf of a Placee or
otherwise). In particular, none of the Bookrunners, the Company, nor any of
their respective affiliates, agents, directors, officers or employees shall
have any responsibility or liability (including to the extent permissible by
law, any fiduciary duties) in respect of the Bookrunners' conduct of the
Placing.
12. The Placing Shares will be issued subject to the terms
and conditions of this Announcement and each Placee's commitment to subscribe
for Placing Shares on the terms set out herein will continue notwithstanding
any amendment that may in future be made to the terms and conditions of the
Placing and Placees will have no right to be consulted or require that their
consent be obtained with respect to the Company's or the Bookrunners' conduct
of the Placing.
13. All times and dates in this Announcement may be subject
to amendment. The Bookrunners shall notify the Placees and any person acting
on behalf of the Placees of any changes.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming unconditional
and not having been terminated in accordance with its terms. Each Bookrunner's
obligations under the Placing Agreement and in respect of the Placing Shares
are conditional on customary conditions (the "Conditions"), including (amongst
others):
1. the application for First Admission being delivered
to the London Stock Exchange to admit the Placing Shares to trading on AIM
(subject only to allotment);
2. the delivery by the Company to the Bookrunners of a
certificate signed by a Director for and on behalf of the Company effective
immediately prior to First Admission (and dated as of such date);
3. the Company having complied with its obligations
which fall to be performed on or prior to First Admission under the Placing
Agreement;
4. none of the warranties on the part of the Company in
the Placing Agreement being untrue or inaccurate in any material respect or
misleading when made and none of the warranties ceasing to be true and
accurate in any material respect or becoming misleading at any time prior to
First Admission by reference to the facts and circumstances then subsisting;
and
5. First Admission occurring on or around 8.00 a.m.
BST on 30 April 2026 (or such later time or date as the Bookrunners may
otherwise agree with the Company, being no later than 8.00 a.m. BST on 30
April 2026).
The Bookrunners may, at their discretion and upon such terms as they think
fit, waive compliance by the Company with the whole or any part of any of the
Company's obligations in relation to the Conditions or extend the time or date
provided for fulfilment of any such Conditions in respect of all or any part
of the performance thereof. Any such extension or waiver will not affect
Placees' commitments as set out in this Announcement.
If: (i) any of the conditions relating to the Placing contained in the Placing
Agreement, including (without limitation) those described above, are not
fulfilled or (where applicable) waived by the Bookrunners by the relevant time
or date specified (or such later time or date as the Company and the
Bookrunners may agree, being not later than 8.00 a.m. BST on 30 April 2026);
or (ii) the Placing Agreement is terminated in the circumstances specified
below under "Right to terminate under the Placing Agreement", the Placing will
lapse and the Placees' rights and obligations hereunder in relation to the
Placing Shares shall cease and terminate at such time and each Placee agrees
that no claim can be made by it or on its behalf in respect thereof.
Neither of the Bookrunners, nor the Company, nor any of their respective
affiliates, agents, directors, officers or employees shall have any liability
to any Placee (or to any other person whether acting on behalf of a Placee or
otherwise) in respect of any decision they may make as to whether or not to
waive or to extend the time and/or date for the satisfaction of any Condition
to the Placing, nor for any decision they may make as to the satisfaction of
any Condition or in respect of the Placing generally, and by participating in
the Placing each Placee agrees that any such decision is within the absolute
discretion of the Bookrunners.
Right to terminate under the Placing Agreement
The Bookrunners are entitled, at any time before First Admission, to terminate
the Placing Agreement in accordance with its terms in certain circumstances,
including (amongst other things):
1. where there has been a breach by the Company of any
of the warranties on the part of the Company contained in the Placing
Agreement that either Bookrunner considers (acting in good faith) to be
material in the context of the Placing and/or First Admission;
2. if any of the Conditions have (i) become incapable of
satisfaction or (ii) not been satisfied before the latest time provided in the
Placing Agreement and have not been waived if capable of being waived by the
Bookrunners;
3. there has been a material adverse change in the
financial position or prospects of the Company;
4. if the Company fails to comply, in any respect which
either Bookrunner believes is material in the context of the Placing and/or
First Admission, with any of its obligations under the Placing Agreement; or
5. the occurrence of certain force majeure events.
Upon termination, the parties to the Placing Agreement shall be released and
discharged (except for any liability arising before or in relation to such
termination) from their respective obligations under or pursuant to the
Placing Agreement, subject to certain exceptions.
By participating in the Placing, each Placee agrees that (i) the exercise by
either Bookrunner of any right of termination or of any other discretion under
the Placing Agreement shall be within the absolute discretion of the relevant
Bookrunner and that it need not make any reference to, or consult with,
Placees and that it shall have no liability to Placees whatsoever in
connection with any such exercise or failure to so exercise and (ii) its
rights and obligations terminate only in the circumstances described above
under "Right to terminate under the Placing Agreement" and "Conditions of the
Placing", and its participation will not be capable of rescission or
termination by it after oral confirmation by the relevant Bookrunner of its
allocation and commitment following the close of the Bookbuild.
Restriction on Further Issue of Shares
The Company has undertaken to the Bookrunners that, between the date of the
Placing Agreement and 90 days after Second Admission, it will consult with the
Bookrunners prior to any contemplated issue of or entry into any agreement to
issue any Ordinary Shares.
By participating in the Placing, Placees agree that the exercise by the
Bookrunners of any power to grant consent to the undertaking by the Company of
a transaction which is subject to the consultation provisions on further
issuance under the Placing Agreement shall be within the absolute discretion
of the Bookrunners and that they need not make any reference to, or consult
with, Placees and that they shall have no liability to Placees whatsoever in
connection with any such exercise of the power to grant consent.
Registration and Settlement
Settlement of transactions in the Placing Shares (ISIN: GB00BP4BSM10)
following First Admission will take place within the system administered by
Euroclear UK & International Limited ("CREST"), subject to certain
exceptions. The Bookrunners reserve the right to require settlement for, and
delivery of, the Placing Shares (or any part thereof) to Placees by such other
means that they may deem necessary if delivery or settlement is not possible
or practicable within the CREST system or would not be consistent with the
regulatory requirements in the Placee's jurisdiction.
Each of the Bookrunners is acting as settlement bank. Following the close of
the Bookbuild, each Placee to be allocated Placing Shares in the Placing will
be sent a Form of Confirmation stating the number of Placing Shares allocated
to them at the Issue Price, the aggregate amount owed by such Placee to the
relevant Bookrunner and settlement instructions. Each Placee agrees that it
will do all things necessary to ensure that delivery and payment is completed
in accordance with the standing CREST or certificated settlement instructions
in respect of the Placing Shares that it has in place with the relevant Joint
Broker.
The Company will deliver the Placing Shares to a CREST account operated by the
relevant Bookrunner as agent for the Company and the relevant Bookrunner will
enter its delivery instruction into the CREST system. The input to CREST by
a Placee of a matching or acceptance instruction will then allow delivery of
the relevant Placing Shares to that Placee against payment.
It is expected that settlement in respect of the Placing Shares will take
place on or around 28 April 2026, on a delivery versus payment basis.
Interest is chargeable daily on payments not received from Placees on the due
date in accordance with the arrangements set out above at the rate of two
percentage points above the prevailing Sterling Overnight Index Average
(SONIA) as determined by the Bookrunners.
Each Placee is deemed to agree that, if it does not comply with these
obligations, the Bookrunners may sell any or all of the Placing Shares
allocated to that Placee on such Placee's behalf and retain from the proceeds,
for the relevant Bookrunner's account and benefit, an amount equal to the
aggregate amount owed by the Placee plus any interest due. The relevant Placee
will, however, remain liable for any shortfall below the aggregate amount owed
by it and will be required to bear any stamp duty or stamp duty reserve tax or
other taxes or duties (together with any interest or penalties) imposed in any
jurisdiction which may arise upon the sale of such Placing Shares on such
Placee's behalf.
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees should ensure that the Form of Confirmation is copied and delivered
immediately to the relevant person within that organisation. Insofar as
Placing Shares are issued in a Placee's name or that of its nominee or in the
name of any person for whom a Placee is contracting as agent or that of a
nominee for such person, such Placing Shares should, subject as provided
below, be so registered free from any liability to UK stamp duty or stamp duty
reserve tax. If there are any circumstances in which any stamp duty or stamp
duty reserve tax or other similar taxes or duties (including any interest and
penalties relating thereto) is payable in respect of the allocation,
allotment, issue, sale, transfer or delivery of the Placing Shares (or, for
the avoidance of doubt, if any stamp duty or stamp duty reserve tax is payable
in connection with any subsequent transfer of or agreement to transfer Placing
Shares), neither Bookrunner nor the Company shall be responsible for payment
thereof.
Representations, warranties, undertakings and acknowledgements
By participating in the Placing each Placee (and any person acting on such
Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents,
warrants and agrees (as the case may be) with each of the Bookrunners (in its
capacity as bookrunner and placing agent of the Company in respect of the
Placing) and the Company, in each case as a fundamental term of their
application for Placing Shares, the following:
1. it has read and understood this Announcement in its
entirety and its acquisition of Placing Shares is subject to and based upon
all the terms, conditions, representations, warranties, acknowledgements,
agreements and undertakings and other information contained herein and it has
not relied on, and will not rely on, any information given or any
representations, warranties or statements made at any time by any person in
connection with the Placing, the Company, the Placing Shares or otherwise
other than the information contained in this Announcement and the Publicly
Available Information;
2. the Ordinary Shares are admitted to trading on AIM
and that the Company is therefore required to publish certain business and
financial information in accordance with the rules and practices of AIM, which
includes a description of the Company's business and the Company's financial
information, including balance sheets and income statements, and that it is
able to obtain or has access to such information without undue difficulty, and
is able to obtain access to such information or comparable information
concerning any other publicly traded companies, without undue difficulty;
3. to be bound by the terms of the articles of
association of the Company;
4. the person whom it specifies for registration as
holder of the Placing Shares will be (a) itself or (b) its nominee, as the
case may be. Neither of the Bookrunners nor the Company will be responsible
for any liability to stamp duty or stamp duty reserve tax or other similar
taxes or duties imposed in any jurisdiction (including interest and penalties
relating thereto) ("Indemnified Taxes"). Each Placee and any person acting on
behalf of such Placee agrees to indemnify the Company and each of the
Bookrunners on an after-tax basis in respect of any Indemnified Taxes;
5. neither of the Bookrunners nor any of their
respective affiliates, agents, directors, officers and employees accepts any
responsibility for any acts or omissions of the Company or any of the
directors of the Company or any other person in connection with the Placing;
6. time is of the essence as regards its obligations
under this Announcement;
7. any document that is to be sent to it in connection
with the Placing will be sent at its risk and may be sent to it at any address
provided by it to the relevant Bookrunner;
8. it will not redistribute, forward, transfer,
duplicate or otherwise transmit this Announcement or any part of it, or any
other presentational or other material concerning the Placing (including
electronic copies thereof) to any person and represents that it has not
redistributed, forwarded, transferred, duplicated, or otherwise transmitted
any such documents to any person;
9. no prospectus or other offering document is required
under the POATR or the Prospectus Regulation, nor will one be prepared in
connection with the Bookbuild, the Placing or the Placing Shares and it has
not received and will not receive a prospectus or other offering document in
connection with the Bookbuild, the Placing or the Placing Shares;
10. in connection with the Placing, either Bookrunner and
any of its respective affiliates acting as an investor for its own account may
subscribe for Placing Shares in the Company and in that capacity may retain,
purchase or sell for its own account such Placing Shares in the Company and
any securities of the Company or related investments and may offer or sell
such securities or other investments otherwise than in connection with the
Placing. Accordingly, references in this Announcement to the Placing Shares
being issued, offered or placed should be read as including any issue,
offering or placement of such shares in the Company to either Bookrunner or
any of its respective affiliates acting in such capacity;
11. either Bookrunner and its respective affiliates may
enter into financing arrangements and swaps with investors in connection with
which the relevant Bookrunner and any of its respective affiliates may from
time to time acquire, hold or dispose of such securities of the Company,
including the Placing Shares;
12. neither Bookrunner intends to disclose the extent of any
investment or transactions referred to in paragraphs 10 and 11 above otherwise
than in accordance with any legal or regulatory obligation to do so;
13. neither Bookrunner owes any fiduciary or other duties to
any Placee in respect of any representations, warranties, undertakings or
indemnities in the Placing Agreement;
14. its participation in the Placing is on the basis that it
is not and will not be a client of either of the Bookrunners in connection
with its participation in the Placing and that neither Bookrunner has any
duties or responsibilities to it for providing the protections afforded to its
respective clients or customers or for providing advice in relation to the
Placing nor in respect of any representations, warranties, undertakings or
indemnities contained in the Placing Agreement nor for the exercise or
performance of any of its respective rights and obligations thereunder
including any rights to waive or vary any conditions or exercise any
termination right;
15. the content of this Announcement and the Publicly
Available Information has been prepared by and is exclusively the
responsibility of the Company and neither of the Bookrunners nor any of their
respective affiliates, agents, directors, officers or employees nor any person
acting on behalf of any of them is responsible for or has or shall have any
responsibility or liability for any information, representation or statement
contained in, or omission from, this Announcement, the Publicly Available
Information or otherwise nor will they be liable for any Placee's decision to
participate in the Placing based on any information, representation, warranty
or statement contained in this Announcement, the Publicly Available
Information or otherwise, provided that nothing in this paragraph excludes the
liability of any person for fraudulent misrepresentation made by such person;
16. the only information on which it is entitled to rely and
on which such Placee has relied in committing itself to subscribe for Placing
Shares is contained in this Announcement or any Publicly Available Information
(save that in the case of Publicly Available Information, a Placee's right to
rely on that information is limited to the right that such Placee would have
as a matter of law in the absence of this paragraph 16), such information
being all that such Placee deems necessary or appropriate and sufficient to
make an investment decision in respect of the Placing Shares;
17. it has neither received nor relied on any other
information given, or representations, warranties or statements, express or
implied, made, by either Bookrunner or the Company nor any of their respective
affiliates, agents, directors, officers or employees acting on behalf of any
of them (including in any management presentation delivered in respect of the
Placing) with respect to the Company, the Placing or the Placing Shares or the
accuracy, completeness or adequacy of any information contained in this
Announcement, or the Publicly Available Information or otherwise;
18. neither of the Bookrunners, nor the Company, nor any of
their respective affiliates, agents, directors, officers or employees or any
person acting on behalf of any of them has provided, nor will provide, it with
any material or information regarding the Placing Shares or the Company or any
other person other than the information in this Announcement or the Publicly
Available Information; nor has it requested any of the Bookrunners, the
Company, any of their respective affiliates or any person acting on behalf of
any of them to provide it with any such material or information;
19. neither of the Bookrunners nor the Company will be
liable for any Placee's decision to participate in the Placing based on any
other information, representation, warranty or statement, provided that
nothing in this paragraph excludes the liability of any person for fraudulent
misrepresentation made by that person;
20. it may not rely, and has not relied, on any
investigation that either of the Bookrunners, any of their respective
affiliates or any person acting on any of their behalf, may have conducted
with respect to the Placing Shares, the terms of the Placing or the Company,
and none of such persons has made any representation, express or implied, with
respect to the Company, the Placing, the Placing Shares or the accuracy,
completeness or adequacy of the information in this Announcement, the Publicly
Available Information or any other information;
21. in making any decision to subscribe for Placing Shares
it:
(a) has such knowledge and experience in financial and
business matters to be capable of evaluating the merits and risks of
subscribing for the Placing Shares;
(b) will not look to either Bookrunner for all or part of
any such loss it may suffer;
(c) is experienced in investing in securities of this
nature in this sector and is aware that it may be required to bear, and is
able to bear, the economic risk of an investment in the Placing Shares;
(d) is able to sustain a complete loss of an investment in
the Placing Shares;
(e) has no need for liquidity with respect to its
investment in the Placing Shares;
(f) has made its own assessment and has satisfied itself
concerning the relevant tax, legal, currency and other economic considerations
relevant to its investment in the Placing Shares; and
(g) has conducted its own due diligence, examination,
investigation and assessment of the Company, the Placing Shares and the terms
of the Placing and has satisfied itself that the information resulting from
such investigation is still current and relied on that investigation for the
purposes of its decision to participate in the Placing;
22. it is subscribing for the Placing Shares for its own
account or for an account with respect to which it exercises sole investment
discretion and has the authority to make and does make the acknowledgements,
representations and agreements contained in this Announcement;
23. it is acting as principal only in respect of the Placing
or, if it is acting for any other person, it is:
(a) duly authorised to do so and has full power to make
the acknowledgments, representations and agreements herein on behalf of each
such person; and
(b) will remain liable to the Company and/or the Bookrunners
for the performance of all its obligations as a Placee in respect of the
Placing (regardless of the fact that it is acting for another person);
24. it and any person acting on its behalf is entitled to
subscribe for the Placing Shares under the laws and regulations of all
relevant jurisdictions that apply to it and that it has fully observed such
laws and regulations, has capacity and authority and is entitled to enter into
and perform its obligations as a subscriber of Placing Shares and will honour
such obligations, and has obtained all such governmental and other guarantees,
permits, authorisations, approvals and consents which may be required
thereunder and complied with all necessary formalities to enable it to commit
to this participation in the Placing and to perform its obligations in
relation thereto (including, without limitation, in the case of any person on
whose behalf it is acting, all necessary consents and authorities to agree to
the terms set out or referred to in this Announcement) and will honour such
obligations and that it has not taken any action or omitted to take any action
which will or may result in either of the Bookrunners, the Company or any of
their respective directors, officers, agents, employees or advisers acting in
breach of the legal or regulatory requirements of any jurisdiction in
connection with the Placing;
25. where it is subscribing for Placing Shares for one or
more managed accounts, it is authorised in writing by each managed account to
subscribe for the Placing Shares for each managed account;
26. it irrevocably appoints any duly authorised officer of
either Bookrunner as its agent for the purpose of executing and delivering to
the Company and/or its registrars any documents on its behalf necessary to
enable it to be registered as the holder of any of the Placing Shares for
which it agrees to subscribe upon the terms of this Announcement;
27. the Placing Shares have not been and will not be
registered or otherwise qualified, and that a prospectus will not be cleared
in respect of any of the Placing Shares, under the securities laws or
legislation of the Restricted Jurisdictions, or any state, province, territory
or jurisdiction thereof;
28. the Placing Shares may not be offered, sold, or
delivered or transferred, directly or indirectly, in or into the above
jurisdictions or any jurisdiction (subject to certain exceptions) in which it
would be unlawful to do so and no action has been or will be taken by any of
the Company, the Bookrunners or any person acting on behalf of the Company or
either of the Bookrunners that would, or is intended to, permit a public offer
of the Placing Shares in the Restricted Jurisdictions or any country or
jurisdiction, or any state, province, territory or jurisdiction thereof, where
any such action for that purpose is required;
29. no action has been or will be taken by any of the
Company, either Bookrunner or any person acting on behalf of the Company or
either Bookrunner that would, or is intended to, permit a public offer of the
Placing Shares in the United States or in any country or jurisdiction where
any such action for that purpose is required;
30. unless otherwise specifically agreed with the relevant
Bookrunner, it is not and at the time the Placing Shares are subscribed for,
neither it nor the beneficial owner of the Placing Shares will be, a resident
of, nor have an address in, Australia, Japan, the Republic of South Africa or
any province or territory of Canada;
31. it may be asked to disclose in writing or orally to
either Bookrunner:
(a) if he or she is an individual, his or her nationality;
or
(b) if he or she is a discretionary fund manager, the
jurisdiction in which the funds are managed or owned;
32. it is and the prospective beneficial owner of the
Placing Shares is, and at the time the Placing Shares are subscribed for will
be, outside the United States and is acquiring the Placing Shares in an
"offshore transaction" as defined in, and in accordance with, Regulation S
under the US Securities Act;
33. it has not been offered to purchase or subscribe for
Placing Shares by means of any "directed selling efforts" as defined in
Regulation S under the US Securities Act or by means of any "general
solicitation" or "general advertising" within the meaning of Regulation D
under the US Securities Act;
34. it understands that the Placing Shares have not been,
and will not be, registered under the US Securities Act and may not be
offered, sold or resold, pledged or delivered in or into or from the United
States except (i) pursuant to an effective registration statement under the US
Securities Act; or (ii) pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the US Securities Act and, in
each case, in accordance with applicable United States state securities laws
and regulations;
35. it (and any account for which it is purchasing) is not
acquiring the Placing Shares with a view to any offer, sale or distribution
thereof within the meaning of the US Securities Act;
36. it will not distribute, forward, transfer or otherwise
transmit this Announcement or any part of it, or any other presentational or
other materials concerning the Placing in or into or from the United States
(including electronic copies thereof) to any person, and it has not
distributed, forwarded, transferred or otherwise transmitted any such
materials to any person;
37. it understands that there may be certain consequences
under United States and other tax laws resulting from an investment in the
Placing and it has made such investigation and has consulted its own
independent advisers or otherwise has satisfied itself concerning, without
limitation, the effects of United States federal, state and local income tax
laws and foreign tax laws generally;
38. it understands that the Company has not undertaken to
determine whether it will be treated as a passive foreign investment company
("PFIC") for US federal income tax purposes for the current year, or whether
it is likely to be so treated for future years and neither the Company nor the
Bookrunners make any representation or warranty with respect to the same.
Accordingly, neither the Company nor the Bookrunners can provide any advice to
United States investors as to whether the Company is or is not a PFIC for the
current tax year, or whether it will be in future tax years. Accordingly,
neither the Company nor the Bookrunners undertake to provide to United States
investors or shareholders any information necessary or desirable to facilitate
their filing of annual information returns, and United States investors and
shareholders should not assume that this information will be made available to
them;
39. if in a member state of the EEA, unless otherwise
specifically agreed with the relevant Bookrunner in writing, it is a Qualified
Investor;
40. it has not offered or sold and will not offer or sell
any Placing Shares to persons in the EEA except to Qualified Investors or
otherwise in circumstances which have not resulted in and which will not
result in an offer to the public in any member state of the EEA within the
meaning of the Prospectus Regulation;
41. that it has not offered or sold and will not offer or
sell any Placing Shares to persons in the United Kingdom, except to Relevant
Persons or otherwise in circumstances which have not resulted and which will
not result in an offer to the public in the United Kingdom within the meaning
of Regulation 7 of the POATR;
42. if a financial intermediary, as that term is used in
Article 5(1) of the Prospectus Regulation or Regulation 7(4) of the POATR (as
applicable), the Placing Shares subscribed for by it in the Placing will not
be acquired on a non-discretionary basis on behalf of, nor will they be
acquired with a view to their offer or resale to, persons in the United
Kingdom or a member state of the EEA which has implemented the Prospectus
Regulation other than Qualified Investors or UK Qualified Investors (as
applicable), or in circumstances in which the prior consent of the relevant
Bookrunner has been given to each proposed offer or resale;
43. if in the United Kingdom, that it is a person (i) having
professional experience in matters relating to investments who falls within
the definition of "investment professionals" in Article 19(5) of the Order,
(ii) who falls within Article 49(2) (a) to (d) ("High Net Worth Companies,
Unincorporated Associations, etc") of the Order, or (iii) to whom this
Announcement may otherwise lawfully be communicated;
44. it has only communicated or caused to be communicated
and will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of section 21
of Financial Services and Markets Act 2000, as amended ("FSMA")) relating to
the Placing Shares in circumstances in which section 21(1) of FSMA does not
require approval of the communication by an authorised person and it
acknowledges and agrees that this Announcement has not and will not have been
approved by either Bookrunner in its capacity as an authorised person under
section 21 of the FSMA and it may not therefore be subject to the controls
which would apply if it was made or approved as a financial promotion by an
authorised person;
45. it has complied and will comply with all applicable laws
with respect to anything done by it or on its behalf in relation to the
Placing Shares (including all applicable provisions in FSMA and MAR) in
respect of anything done in, from or otherwise involving, the United Kingdom;
46. if it is a pension fund or investment company, its
subscription for Placing Shares is in full compliance with applicable laws and
regulations;
47. it has complied with its obligations under the Criminal
Justice Act 1993 and Articles 8, 10 and 12 of MAR and in connection with money
laundering and terrorist financing under the Proceeds of Crime Act 2002 (as
amended), the Terrorism Act 2000, the Terrorism Act 2006 and the Money
Laundering, Terrorist Financing and Transfer of Funds (Information on the
Payer) Regulations 2017 and any related or similar rules, regulations or
guidelines, issued, administered or enforced by any government agency having
jurisdiction in respect thereof (the "Regulations") and the Money Laundering
Sourcebook of the FCA and, if making payment on behalf of a third party, that
satisfactory evidence has been obtained and recorded by it to verify the
identity of the third party as required by the Regulations;
48. in order to ensure compliance with the Regulations,
either Bookrunner (for itself and as agent on behalf of the Company) or the
Company's registrars may, in their absolute discretion, require verification
of its identity. Pending the provision to the relevant Bookrunner or the
Company's registrars, as applicable, of evidence of identity, definitive
certificates in respect of the Placing Shares may be retained at the relevant
Joint Broker's absolute discretion or, where appropriate, delivery of the
Placing Shares to it in uncertificated form may be delayed at the relevant
Joint Broker's or the Company's registrars', as the case may be, absolute
discretion. If within a reasonable time after a request for verification of
identity the relevant Bookrunner (for itself and as agent on behalf of the
Company) or the Company's registrars have not received evidence satisfactory
to them, either the relevant Bookrunner and/or the Company may, at its
absolute discretion, terminate its commitment in respect of the Placing, in
which event the monies payable on acceptance of allotment will, if already
paid, be returned without interest to the account of the drawee's bank from
which they were originally debited;
49. the allocation, allotment, issue and delivery to it, or
the person specified by it for registration as holder, of Placing Shares will
not give rise to a stamp duty or stamp duty reserve tax liability under (or at
a rate determined under) any of sections 67, 70, 93 or 96 of the Finance Act
1986 (depositary receipts and clearance services) and that the Placing Shares
are not being acquired in connection with arrangements to issue depositary
receipts or to issue or transfer Placing Shares into a clearance service;
50. it (and any person acting on its behalf) has the funds
available to pay for the Placing Shares for which it has agreed to subscribe
and acknowledges and agrees that it will make payment in respect of the
Placing Shares allocated to it in accordance with this Announcement on the due
time and date set out herein, failing which the relevant Placing Shares may be
placed with other subscribers or sold as the relevant Bookrunner may in its
sole discretion determine and without liability to such Placee, who will
remain liable for any amount by which the net proceeds of such sale falls
short of the product of the relevant Issue Price and the number of Placing
Shares allocated to it and will be required to bear any stamp duty, stamp duty
reserve tax or other taxes or duties (together with any interest, fines or
penalties) imposed in any jurisdiction which may arise upon the sale of such
Placee's Placing Shares;
51. any money held in an account with the relevant
Bookrunner on behalf of the Placee and/or any person acting on behalf of the
Placee will not be treated as client money within the meaning of the relevant
rules and regulations of the FCA made under the FSMA. Each Placee acknowledges
that the money will not be subject to the protections conferred by the client
money rules: as a consequence this money will not be segregated from the
relevant Joint Broker's money in accordance with the client money rules and
will be held by it under a banking relationship and not as trustee;
52. its allocation (if any) of Placing Shares will represent
a maximum number of Placing Shares which it will be entitled, and required, to
subscribe for, and that the Bookrunners or the Company may call upon it to
subscribe for a lower number of Placing Shares (if any), but in no event in
aggregate more than the aforementioned maximum;
53. neither of the Bookrunners nor any of their respective
affiliates, nor any person acting on behalf of any of them, is making any
recommendations to it, or advising it regarding the suitability of any
transactions it may enter into in connection with the Placing;
54. if it has received any 'inside information' (for the
purposes of MAR and section 56 of the Criminal Justice Act 1993) in relation
to the Company and its securities in advance of the Placing, it confirms
that it has received such information within the market soundings regime
provided for in article 11 of MAR and associated delegated regulations and it
has not:
(a) used that inside information to acquire or dispose of
securities of the Company or financial instruments related thereto or cancel
or amend an order concerning the Company's securities or any such financial
instruments;
(b) used that inside information to encourage, require,
recommend or induce another person to deal in the securities of the Company or
financial instruments related thereto or to cancel or amend an order
concerning the Company's securities or such financial instruments; or
(c) disclosed such information to any person, prior to the
information being made publicly available;
55. the rights and remedies of the Company and each of the
Bookrunners under the terms and conditions in this Announcement are in
addition to any rights and remedies which would otherwise be available to each
of them and the exercise or partial exercise of one will not prevent the
exercise of others; and
56. these terms and conditions of the Placing and any
agreements entered into by it pursuant to the terms and conditions of the
Placing, and all non-contractual or other obligations arising out of or in
connection with them, shall be governed by and construed in accordance with
the laws of England and it submits (on behalf of itself and on behalf of any
person on whose behalf it is acting) to the exclusive jurisdiction of the
English courts as regards any claim, dispute or matter arising out of any such
contract (including any dispute regarding the existence, validity or
termination of such contract or relating to any non-contractual or other
obligation arising out of or in connection with such contract), except that
enforcement proceedings in respect of the obligation to make payment for the
Placing Shares (together with any interest chargeable thereon) may be taken by
either the Company or either of the Bookrunners in any jurisdiction in which
the relevant Placee is incorporated or in which any of its securities have a
quotation on a recognised stock exchange.
The foregoing representations, warranties, confirmations, acknowledgements,
agreements and undertakings are given for the benefit of the Company as well
each of the Bookrunners and are irrevocable. The Bookrunners, the Company and
their respective affiliates and others will rely upon the truth and accuracy
of the foregoing representations, warranties, confirmations, acknowledgements,
agreements and undertakings. Each prospective Placee, and any person acting on
behalf of such Placee, irrevocably authorises the Company and each Bookrunner
to produce this Announcement, pursuant to, in connection with, or as may be
required by any applicable law or regulation, administrative or legal
proceeding or official inquiry with respect to the matters set forth herein.
By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) agrees to indemnify on an after tax basis and hold the
Company, each of the Bookrunners and their respective affiliates, agents,
directors, officers and employees harmless from any and all costs, claims,
liabilities and expenses (including legal fees and expenses) arising out of or
in connection with any breach of the representations, warranties,
acknowledgements, agreements and undertakings given by the Placee (and any
person acting on such Placee's behalf) in this Announcement or incurred by
either of the Bookrunners, the Company or any of their respective affiliates,
agents, directors, officers or employees arising from the performance of the
Placees' obligations as set out in this Announcement, and further agrees that
the provisions of this Announcement shall survive after completion of the
Placing.
Where a Placee is acting in its capacity as a discretionary investment manager
on behalf of its underlying clients, then it is the discretionary investment
manager that is to be regarded as the Placee for the purpose of this
Announcement and not the underlying client. For the avoidance of doubt, the
representations and warranties given are to be taken as made on behalf of the
Placee itself and not their underlying client.
Taxation
The agreement to allot and issue Placing Shares to Placees (and/or to persons
for whom any such Placee is contracting as agent) free of stamp duty and stamp
duty reserve tax relates only to their allotment and issue to Placees, or such
persons as they nominate as their agents, direct from the Company for the
Placing Shares in question. Such agreement also assumes that the Placing
Shares are not being acquired in connection with arrangements to issue
depositary receipts or to issue or transfer the Placing Shares into a
clearance service. If there are any such arrangements, or the settlement
relates to any other dealing in the Placing Shares, stamp duty or stamp duty
reserve tax or other similar taxes or duties may be payable, for which neither
the Company nor the Bookrunners will be responsible and the Placees shall
indemnify the Company and each of the Bookrunners on an after-tax basis for
any stamp duty or stamp duty reserve tax or other similar taxes or duties
(together with interest, fines and penalties) in any jurisdiction paid by the
Company or either of the Bookrunners in respect of any such arrangements or
dealings. If this is the case, each Placee should seek its own advice and
notify the Bookrunners accordingly. Placees are advised to consult with their
own advisers regarding the tax aspects of the subscription for Placing Shares.
The Company and the Bookrunners are not liable to bear any taxes that arise on
a sale of Placing Shares subsequent to their acquisition by Placees, including
any taxes arising otherwise than under the laws of the United Kingdom or any
country in the EEA. Each prospective Placee should, therefore, take its own
advice as to whether any such tax liability arises and notify the Bookrunners
and the Company accordingly. Furthermore, each prospective Placee agrees to
indemnify on an after-tax basis and hold each of the Bookrunners and/or the
Company and their respective affiliates harmless from any and all interest,
fines or penalties in relation to stamp duty, stamp duty reserve tax and all
other similar duties or taxes in any jurisdiction to the extent that such
interest, fines or penalties arise from the unreasonable default or delay of
that Placee or its agent.
In addition, Placees should note that they will be liable for any stamp duty
and all other stamp, issue, securities, transfer, registration, documentary or
other duties or taxes (including any interest, fines or penalties relating
thereto) payable, whether inside or outside the UK, by them or any other
person on the subscription, acquisition, transfer or sale by them of any
Placing Shares or the agreement by them to subscribe for, acquire, transfer or
sell any Placing Shares.
No statement in this Announcement is intended to be a profit forecast or
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.
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.
The Placing Shares to be issued pursuant to the Placing will not be admitted
to trading on any stock exchange other than AIM, a market operated by the
London Stock Exchange plc.
Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
Announcement.
APPENDIX II
Management Incentive Plan illustrative financial effects
The Key Management have conditionally agreed under the terms of the Management
Incentive Plan, to subscribe for an amount equal to up to thirty percent (30%)
of their salary, following admission to the Management Incentive Plan, for
each of the first three (3) years, (i) Non-voting Preferred Shares in the
Project Vehicle which, other than in respect of voting rights, will rank pari
passu with the Preferred Shares; and (ii) Incentive Shares. Olivier Mussat and
James Spalding, directors of the Company, and Juan Pablo Nogues who is a
director of ATOME Paraguay, as well as other members of the Key Management,
are participants under the proposed Management Incentive Plan.
Based on the Key Managers current net annual salaries, the illustrative
proposed subscription of Non-voting Preferred Shares at a subscription price
of US$10 per Non-Voting Preferred Share and the proposed subscription of
Incentive Shares for each Key Manager is expected to be as follows:
Key Manager* Estimated Proposed Amount to be subscribed (US$'000) Number of Non-voting Preferred Number of Incentive
Shares to be Shares to be subscribed
subscribed
Olivier Mussat 205,854.49 20,585.00 20,585.00
James Spalding 172,254.60 17,225.00 17,225.00
Denis Kurochkin 126,000.00 12,600.00 12,600.00
Terje Bakken 129,553.35 12,955.00 12,955.00
Sam Mackilligin 107,097.13 10,709.00 10,709.00
Kevin McDonald 107,097.13 10,709.00 10,709.00
Juan Pablo Nogues 76,819.94 7,681.00 7,681.00
*There are provisions made for additional key managers participating in the
MIP, including the roles of Project Director and Project Controls
The Incentive Shares will vest over five (5) years as follows:
Year Percentage of Incentive Shares vesting in each relevant year
1 5%
2 10%
3 15%
4 20%
5 50%
The return to the vested Incentive Shares will be determined by the returns to
the Equity Consortium on their Preferred Shares as a multiple of invested
capital ("MOIC") on the following basis:
Target returns and Incentive Share value per share
MOIC to Equity Consortium 1.5x 1.75x 2.0x 2.5x 3.0x 3.5x 4.0x
Incentive Share value per unit 50 62.5 75 120 160 200 240
(US$)
Note:
1. The Illustrative value of the Incentive Shares assumes that all the
Incentive Shares have vested in full.
Under the Distribution Waterfall, the Common Shares will be ranked second to
the Preferred Shares which will be entitled to a preferential return
equivalent to a 15% IRR ("Preferred Hurdle Return"). Once the Preferred Shares
achieve the Preferred Hurdle Return, the Common Shares will then be entitled
to achieve a 2x MOIC / 15% IRR return ("Common Shares Catch-up"). Once the
Common Shares have achieved the Common Shares Catch-up, the Preferred Shares
and the Common Shares will then rank pari passu in all respects including as
to voting and Distributions.
Prior to the Common Shares Catch-up, the payments to the Key Managers in
respect of the Incentive Shares will therefore be met by the holders of the
Preferred Shares only out of their returns meaning the burden for such
Incentive Share payments will not affect or fall on the Common Shares. After
the Common Shares Catch-up, the payments to the Key Managers in respect of the
Incentive Shares will be met by the holders of the Preferred Shares and (not
the Common Shares).
APPENDIX III
DEFINITIONS
"Act" the Companies Act 2006 (as amended);
"Admission" means First Admission or Second Admission, as the context requires;
"AIM Rules" the AIM Rules for Companies, as published and amended from time to time by the
London Stock Exchange;
"Arrangements" the arrangements and all collateral and associated documents and actions
necessary to complete the Project Funding, further details of which are set
out in this Announcement;
"ATOME Paraguay" or the ATOME Paraguay S.A.E a Paraguay registered company whose registered address is
at WTC, Torre3, Piso 15, Oficina B, Asuncion, Paraguay registered with RUC
"Project Vehicle" number 80115975-0 and which is at the date hereof a wholly owned subsidiary of
the Company;
"ATOME Power" ATOME Power Limited a company registered in England under company number
14552205 whose registered office is at Carrwood Park, Selby Road, Leeds, LS15
4LG, England, a 75% owned subsidiary of ATOME;
"ATOME Subscription" the subscription for 3,100,000 Preferred Shares by ATOME;
"ATOME Working Capital" monies to be used for the working capital purposes of ATOME;
"Beaumont Cornish" Beaumont Cornish Limited, the Company's nominated adviser pursuant to the AIM
Rules;
"Board" or "Directors" the directors of the Company being Peter Levine, Richard Day
Mary-Rose De Valladares, Nikita Levine, Olivier Mussat, Robert Sheffrin and
James Spalding;
"Bookbuild the accelerated bookbuilding process to be conducted by Stifel and SPA to
determine demand for participation in the Placing by Placees;
"Bookrunners" Stifel and SP Angel, the bookrunners to the Placing;
"Business Day" any day (other than a Saturday or Sunday) upon which commercial banks are open
for business in London, UK;
"BST" British Summer Time;
"Casale Lock-in" the agreement by Casale not to charge, encumber, part with, sell or otherwise
transfer any interest in 40% of the Casale Subscription Shares issued to it
pursuant to the Casale Subscription before COD, unless otherwise agreed by
ATOME and the intercreditor agent on behalf of the Debt Providers;
"Casale Subscription" the subscription by Casale S.A. for the Casale Subscription Shares at the
Issue Price, pursuant to the terms of the Casale Subscription Agreement;
"Casale Subscription Agreement" the agreement entered into on or around 23 April 2026 between Casale and ATOME
in relation to the Casale Subscription;
"Casale Subscription Shares" the 20,987,654 new Ordinary Shares to be issued pursuant to the Casale
Subscription subject to the passing of Resolutions as set out in the Notice of
General Meeting;
"Circular" or "Document" the circular, including Notice of General Meeting to be published by the
Company and despatched to Shareholders following close of the Bookbuild;
"Common Shares" the 6,000,000 common shares of US$10 each in the capital of ATOME Paraguay to
be issued to ATOME pursuant to the Project Equity Funding;
"Common Shares Catch-up" the return to the Common Shares of the higher of a multiple of 2, times MOIC,
or a 15% IRR on a Distribution or sale;
"Common Terms Agreement" the Common Terms Agreement dated 12 March 2026 and made inter alia between
ATOME Paraguay (1) and the Debt Providers (2);
or "CTA"
"Company" or "ATOME" ATOME PLC;
"Company Arranged Subscribers" certain existing Shareholders and other third parties subscribing for Company
Arranged Subscription Shares at the Issue Price;
"Company Arranged Subscription" the subscription by the Company Arranged Subscribers for the Company Arranged
Subscription Shares at the Issue Price, pursuant to the terms of the Company
Arranged Subscription Agreements;
"Company Arranged Subscription Agreements" the agreements entered into on or around 23 April 2026, each between certain
Investor Subscribers and ATOME in relation to the Company Arranged
Subscription;
"Company Arranged Subscription Shares" the 3,335,494 new Ordinary Shares to be issued (in aggregate) pursuant the
Company Arranged Subscription;
"CREST" the relevant system for the paperless settlement of trades and the holding of
uncertificated securities operated by Euroclear in accordance with the CREST
Regulations;
"CREST Manual" the rules governing the operation of CREST, as published by Euroclear;
"CREST member" a person who has been admitted by Euroclear as a system-member (as defined in
the CREST Regulations);
"CREST participant" a person who is, in relation to CREST, a system participant (as defined in
the CREST Regulations);
"CREST Regulations" the Uncertificated Securities Regulations 2001 (SI 2001 No. 3875), as
amended;
"CREST sponsor" a CREST participant admitted to CREST as a CREST sponsor;
"CREST sponsored member" a CREST member admitted to CREST as a sponsored member (which includes all
CREST Personal Members);
"Debt Providers" IDB Invest, IFC, FMO, EIB, and GCF;
"DFI" Development Finance Institution;
"Distribution the distribution of the proceeds of sale of the Villeta Project or ATOME
Paraguay or such other distributions (including as to income) to the Preferred
Shares held by the Equity Consortium and ATOME, and the Common Shares held
solely by ATOME;
"Drag-Along" and "Drag-Along Rights" the right for majority shareholders to force minority shareholders to sell
their shares if more than 70 % of the Preferred Shares sell their
shareholding to a third party on the same pro rata terms as the majority
shareholders have;
"Distribution Waterfall" the prescribed order in which ATOME Paraguay shall distribute the proceeds of
sale or other distributions to the Equity Consortium and ATOME;
"Enlarged Ordinary the Ordinary Shares in issue on Second Admission, including the Casale
Subscription Shares;
Share Capital"
"EEA" the European Economic Area;
"EUWA" the European Union (Withdrawal) Act 2018 (as amended);
"EIB" European Investment Bank;
"EPC" Engineering, Procurement and Construction contract;
"Equity Consortium" IFC, IFDK, Kfw DEG, Sudameris and Hy24;
"Euroclear" Euroclear UK & International Limited, the operator of CREST;
"Existing Ordinary Shares" or the 50,961,206 Ordinary Shares in issue as at the date of this Announcement;
"Existing Ordinary Share Capital"
"Facility" ATOME's facility capable of producing 260,000 tonnes per year of the green
fertiliser Calcium Ammonium Nitrate;
"FCA" the Financial Conduct Authority;
"FID" Final Investment Decision being the date of this Announcement which confirms
that full financing has been obtained (subject only to the passing of the
and "FID Date" Resolutions at the General Meeting), enabling the construction of the Facility
to proceed subject to and on the terms of the EPC and the Transaction
Agreements;
"First Admission" the admission of the Placing Shares, the Management Subscription Shares, the
Company Arranged Subscription Share, Retail Offer Shares and the Settlement
Shares to trading on AIM becoming effective in accordance with Rule 6 of the
AIM Rules;
"First Disbursement" the first drawdown of funds under the Project Funding;
"FMO" Nederlandse Financierings - Maatschappij voor
Ontwikkelingslanden N.V.;
"Form of Confirmation" the form of confirmation to be despatched to each Placee by a Bookrunner or
the contract note made between the respective Bookrunner and the relevant
Placee, in each case which incorporates by reference the terms and conditions
of the Placing contained in Appendix I of this Announcement;
"FSMA" the Financial Services and Markets Act 2000 (as amended);
"Fundraising" the Placing, the Subscription and the Retail Offer;
"GCF" the Green Climate Fund;
"General Meeting" or "GM" the general meeting of Shareholders, notice of which shall be set out at in
the Circular, or any adjournment thereof;
"Group" the Company and its subsidiary undertakings (and "Group Company" shall be
construed accordingly);
"Hy24" Clean H2 Infra Fund S.L.P a free partnership company being a professional fund
managed and represented by Hy24 SAS, a company registered under the laws of
France with headquarters in Paris, France;
"IDB Invest" part of the Inter-American Development Bank Group;
"IFC" International Finance Corporation - a member of the World Bank Group;
"IFDK" The Investment Fund for Developing Countries (Impact Fund Denmark) a Danish
Foundation registered under the laws of
Denmark with headquarters in Copenhagen, Denmark;
"Independent Directors" Peter Levine, Robert Sheffrin, Richard Day and Mary-Rose de
Valladares;
"Investment Agreement" the investment agreement between the Company, ATOME Paraguay and the Equity
Consortium dated 23 April 2026 under which ATOME and the Equity Consortium
conditionally agreed to provide the Project Equity Funding;
"IRR" internal rate of return;
"Issue Price" 60p per New Ordinary Share;
"Key Management" Olivier Mussat, James Spalding, Denis Kurochkin, Juan Pablo Nogues, Terje
Bakken, Sam Mackilligin and Kevin McDonald;
"Key Management Lock-in" the lock-in agreement to be entered into by Olivier Mussat not to sell or
otherwise dispose of his interest in Ordinary Shares, further details of which
are set out in this Announcement;
"Key Management Preferred Share Subscription" the conditional subscription by the Key Management for Non- voting Preferred
Shares pursuant to the Management Incentive Plan;
"KfW DEG" DEG - Deutsche Investitions- und Entwicklungsgesellschaft mbH (part of KfW the
German state-owned investment and development bank) a financial institution
with limited liability registered under the laws of Germany and having its
headquarters in Cologne, Germany;
"Levine Lock-In" the lock-in agreement not to sell or otherwise dispose of an interest in
Ordinary Shares by Peter Levine and parties acting in concert with him;
"Lock-In Agreements" the Casale Lock-in, the Key Management Lock-in and the Levine Lock-in;
"London Stock Exchange" London Stock Exchange plc;
"Management Incentive Plan" the proposed subscription for Preferred Shares and Management Incentive Plan,
further details of which are set out in this Announcement;
or "MIP"
"Management Services a management services agreement to be entered into between the Company and
ATOME Paraguay;
Agreement" or "MSA"
"Management Subscription" the subscription by certain Directors and senior managers of ATOME for the
Management Subscription Shares at the Issue Price, pursuant to the terms of
the Management Subscription Agreements;
"Management Subscription Agreements" the agreements entered into on or around 23 April 2026, each between certain
Directors and senior managers and ATOME in relation to the Management
Subscription;
"Management Subscription Shares" the new Ordinary Shares to be issued (in aggregate) pursuant the Management
Subscription;
"MAR" Regulation (EU) 596/2014 of the European Parliament and of the Council of 16
April 2014 on market abuse as it forms part of the law of England and Wales by
virtue of section 3 of the European Union (Withdrawal) Act 2018 (as it may be
modified from time to time by or under domestic law including, but not limited
to, by the Market Abuse (Amendment) (EU Exit) Regulations 2019/310);
"MOIC" multiple of invested capital;
"New Ordinary Shares" together, the Placing Shares, the Subscription Shares , the Settlement Shares
and the Retail Offer Shares;
"Non-voting Preferred Shares" the non-voting Preferred Shares of US$10 each in the capital of ATOME Paraguay
to be subscribed for pursuant to the Key Management Preferred Share
Subscription;
"Notice of General Meeting" or "Notice" the notice of General Meeting to be set out in the Circular
"Notice to Proceed" the Notice given by ATOME Paraguay to Casale that they may
proceed with their work under the EPC;
"Ordinary Shares" the ordinary shares of 2 pence each in the capital of the Company;
"Placees" the subscribers for Placing Shares pursuant to the Placing;
"Placing" the conditional placing of the Placing Shares by the Bookrunners on behalf of
the Company at the Issue Price pursuant to the terms of the Placing Agreement;
"Placing Agreement" the Placing Agreement dated 23 April 2026 between the Bookrunners and the
Company in connection with the Placing;
"Placing Shares" the new Ordinary Shares to be issued pursuant
to the Placing;
"Preferred Hurdle Return" the return to the Preferred Shares of the higher of a multiple of 2 times MOIC
or a 15% IRR on a Distribution or sale;
"Preferred Shares" the 24,579,000 preferred shares of US$10 each in the capital of ATOME Paraguay
to be issued pursuant to the Project Equity Funding;
"Project" or "Villeta Project" the construction and completion of the Facility and management and operation
thereafter of a factory to produce 260,000 tonnes per annum of green CAN
utilising renewable energy and green production methods;
"Project Debt Funding" the US$420 million debt facility to be provided by the Debt Providers;
"Project Director" the Project Director for the Villeta Project during its construction phase
being an employee of ATOME seconded during the duration of the build period to
ATOME Paraguay;
"Project Equity Funding" the US$245 million subscription by the Equity Consortium and ATOME for the
Preferred Shares pursuant to the Investment
Agreement, Shareholders Agreement and collateral agreements and documentation;
"Project Funding" the Project Equity Funding and the Project Debt Funding together;
"Proposals" the Project Funding, the Fundraising and the Management Incentive Plan;
"Registrars" Equiniti Limited;
"Resolutions" the resolutions set out in the Notice of General Meeting to be proposed at the
General Meeting;
"Restricted Jurisdiction" each and any of the United States of America, Australia, Canada, Japan, New
Zealand, Russia, and the Republic of South Africa and any other jurisdiction
where distribution of this announcement would breach any applicable law or
regulations;
"Retail Investors" existing Shareholders and new retail investors who are resident in the United
Kingdom and are a customer of an intermediary who agrees to conditionally
subscribe for Retail Offer Shares in the Retail Offer;
"Retail Offer" the offer of Retail Offer Shares at the Issue Price to Retail Investors
through intermediaries via RetailBook;
"Retail Offer Shares" the new Ordinary Shares to be issued pursuant to the Retail Offer;
"Regulation D" Regulation D under the US Securities Act;
"Regulation S" Regulation S under the US Securities Act;
"RetailBook" the RetailBook platform, a proprietary platform owned and operated by Retail
Book Limited;
"RIS" shall have the same meaning as in the AIM Rules;
"Second Admission" the admission of the Casale Subscription Shares to trading on AIM becoming
effective in accordance with Rule 6 of the AIM Rules;
"Shareholder" a holder of Ordinary Shares from time to time;
"Shareholders Agreement" the shareholders agreement between the Company, ATOME Paraguay and the Equity
Consortium dated 23 April 2026;
"SOFR" secured overnight financing rate;
"SP Angel" SP Angel Corporate Finance LLP, joint broker and bookrunner to the Placing;
"Stifel" Stifel Nicolaus Europe Limited, joint broker and bookrunner to the Placing;
"Subscription" or "Subscriptions" the Management Subscription, the Company Arranged Subscription and the Casale
Subscription;
"Subscription Shares" the Management Subscription Shares, the Company Arranged Subscription Shares
and the Casale Subscription Shares;
"Sudameris" Sudameris Bank S.A.E.C.A a financial institution registered under the laws of
Paraguay with headquarters in Asuncion, Paraguay;
"Term Sheet" the terms of the Placing setting out the number of Placing Shares to be issued
in the Placing, to be executed in accordance with the Placing Agreement by the
Company and the Bookrunners;
"Transaction Agreements" the various documents relating to the Transaction referred to in this
Announcement together with all collateral and ancillary documents including
but without limitation the Drag Along provisions, further details of which are
set out in this Announcement;
"US$" United States Dollar;
"US Securities Act" the United States Securities Act of 1933 (as amended); and
"Villeta Transaction" or the Project Funding for the construction of the Facility.
"Transaction"
APPENDIX iV
technical glossary
The following is a summary of technical terms:
"BESS" battery energy storage system
"CAN" calcium ammonium nitrate fertiliser;
"COD" completion of development of the Project being the time of handover and
certification of the Facility ready for full commercial
production;
"Fertiliser" a material applied to soil, crops or plant tissues to supply nutrients
to them;
"Green CAN or green calcium ammonium nitrate fertilisers made with 100% renewable energy without
reliance on fossil fuel or derivatives;
fertiliser"
"MWh" megawatt-hour
$/MWh dollar(s) per megawatt-hour
APPENDIX V
SOURCES OF INFORMATION
The ATOME Paraguay mid-case management business case estimates of a target
annual revenue for the first full year of production at Villeta in 2030 of
US$129 million with an estimated earnings before interest, taxation,
depreciation and amortisation ("EBITDA") of approximately US$84 million
("Targets") referred to in this Announcement are extracted from the Project
Financial Model prepared by Natixis Corporate & Investment Banking,
("Natixis CIB"), Financial Adviser to ATOME on behalf of ATOME on the
structuring and financing of Villeta for the Debt Providers and the Equity
Consortium. The Targets are illustrative only and subject to risks and
uncertainties, including CAN price variability, process performance and
project execution. The Project Financial Model is based on external
engineering and economic studies and agreements including:
1. The Front End Engineering and Design ("FEED") study for Villeta;
2. The US$465 million fixed-price, lump-sum Engineering, Procurement and
Construction ("EPC") Contract ("Contract") dated 7 April with Casale S.A. for
the construction of the 260,000 tonnes Villeta Facility;
3. The renewable power purchase agreement ("PPA") agreed between ATOME
Paraguay and ANDE, the Paraguay State-owned electricity supplier. The PPA will
have a 25 year term, with a 10-year extension by mutual agreement, and
commencing with an initial fixed tariff for the first 15 years starting from
16 January 2026 at US$30.15MWh on the basis of 123.25 usage. The energy input
power represents approximately 75% of Villeta's operational expenditure;
4. The definitive 10-year offtake agreement (the "Offtake Agreement")
entered into with Yara dated 11 September 2025 for the sale by ATOME Paraguay
and purchase by Yara of Villeta's entire 260,000 tonne-per-year production of
CAN; and
5. The Common Terms Agreement ("CTA") dated 12 March 2026 entered into
between ATOME Paraguay and the Lenders, supplemented by individual loan
agreements with each Lender, setting out the terms of the US$420 million
Project Debt Funding for Villeta.
The Targets, for which the Directors are solely responsible, and which have
not been independently verified, are illustrative only and based on current
ATOME reasonable expectations and are subject to risks and uncertainties that
could cause actual results to differ materially from those expressed or
implied. The Targets speak only as at the date of this Announcement and are
not intended to constitute any form of forecast or estimate for any period on
which any reliance can be placed. Neither the Directors nor the Company
undertake any obligation to update the Targets other than as required by the
AIM Rules or by the rules of any other securities regulatory authority,
whether as a result of new information, future events or otherwise.
Unless stated otherwise, all US Dollar (US$) amounts have been converted in
the Announcement into Sterling using an exchange rate of £1.00: US$1.35
-ends-
1 (#_ftnref1) (Illustrative estimate only. See Appendix V of this
Announcement for source and basis of calculation)
2 (#_ftnref2) (Illustrative estimate only. See Appendix V of this
Announcement for source and basis of calculation)
3 (#_ftnref3) Illustrative estimates only. See Appendix V for source and
basis of calculation
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