REG - ATOME PLC - Placing and Subscription raises £1.8 million

AtomeAnnouncement

19/02/2024 07:00

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RNS Number : 5221D  ATOME PLC  19 February 2024

 

 

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

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

 

19 February 2024

 

ATOME PLC

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

 

Placing and Subscription raises £1.8 million

Directors and senior management subscribe for £665,000 in the Fundraising

 

HIGHLIGHTS

 

·  The Company has today raised £1.8 million before expenses (the
"Fundraising") through the issue of 3,600,000 new ordinary shares of 0.2 pence
each in the Company at a price of 50 pence per share (the "Shares") through a
Company-led subscription of 1,600,000 Shares (the "Subscription" or the
"Subscription Shares") and a placing of 2,000,000 additional Shares to
investors (the "Placing" or the "Placing Shares") also at 50 pence per share
(the "Placing Price")

· As part of the Fundraising, certain directors and senior management in the
Company have subscribed for Shares at a total cost of £665,000, demonstrating
their ongoing financial support for the Company as shareholders and conviction
in the future success of ATOME

·  The Shares were issued at a price of 50 pence per share

·  SP Angel Corporate Finance LLP ("SP Angel") acted as sole broker on the
Placing

·  The flagship Phase 1 145MW Villeta Project in Paraguay is legally
contracted under a signed Power Purchase Agreement with the FEED study already
commissioned and soon to be completed

·  All of FEED, EPC, Offtake and Financing are targeted for 2024 with start
of full production in 2026 when ATOME will become one of the largest producers
of green fertiliser in the world

·  The Company now has a global pipeline of green fertiliser projects of
some 600MW

 

The Fundraising

The Board of ATOME (AIM: ATOM), the green fertiliser company, is pleased to
announce a Fundraising through a Company-led Subscription by certain directors
and senior management of ATOME and other investors, together with a Placing
conducted by SP Angel acting as sole broker, to raise gross proceeds of £1.8
million through the issue of 3,600,000 Shares at a price of 50p per Share.
Shares issued under the Fundraising will rank pari passu with the Company's
existing ordinary shares.

 

Director and senior management participation in the Fundraising

Certain directors and other senior management of the Company have subscribed
direct with the Company for Shares under the Subscription and details of their
participation is set out below:

                          Number of Shares  Shareholding post Fundraising  % of Enlarged Issued Share Capital (Note 1)
 Directors

 Peter Levine             195,000           7,926,962                      18.05%
 Olivier Mussat           192,000           1,616,566                      3.68%
 Nikita Levine            35,000            125,030                        0.28%
 James Spalding           372,000           465,955                        1.06%
 Mary-Rose De Valladares  88,000            206,354                        0.47%
 Richard Day              36,000            60,416                         0.14%
 Robert Sheffrin          23,000            121,672                        0.28%
 Senior Management

 Denis Kurochkin          207,000           230,540                        0.52%

 Terje Bakken             113,000           160,080                        0.36%

 Juan Pablo Nogues        69,000            103,790                        0.24%

Note 1: The enlarged issued share capital of the Company of 43,923,186
ordinary shares comprises the existing 40,323,186 ordinary shares and
3,600,000 Shares issued under the Fundraising

 

In aggregate, directors have subscribed for a total of 941,000 Shares
representing 2.33% per cent. of the existing issued share capital. In addition
to the directors, other senior management have subscribed for a total of
389,000 Shares.

The Fundraising is conditional only on admission of the Shares to trading on
AIM which is expected to occur at 8.00 am on or around 22 February 2024.

Whilst Shares under the Placing has been fully taken up, ATOME reserves the
right, within the Directors current authorities, to allocate at its discretion
further new ordinary shares at the Placing Price should there be appropriate
demand. Any allocation of additional new ordinary shares will be announced as
soon as possible.

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

Reasons for Fundraising

The Company will use the funds raised from the Fundraising to further expedite
its growth and development of the green fertiliser Villeta Project in Paraguay
including engineering and design works as well as for working capital.

 

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

The significant further participation of directors and senior management in
this Fundraising demonstrates their ongoing financial support for the Company
as shareholders and conviction in the future success of Atome.

The Company now has a global pipeline of green projects of over 600MW, of
which the flagship Phase 1 145MW Villeta Project in Paraguay is legally
contracted under a signed Power Purchase Agreement with the FEED study already
commissioned and soon to be completed and all of EPC, Offtake and Financing is
targeted for 2024 with start of full production in 2026 when ATOME will become
one of the largest producers of green fertiliser in the world.

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

Admission

Application will be made for the Shares to be admitted to trading on AIM
("Admission") and it is expected that Admission will become effective at 8.00
am on or around 22 February 2024.

Concert Party interest

The members of the Concert Party (as defined in the Admission Document
published on 17 December 2021) are currently interested in 44.53% of the
existing issued share capital, reducing to 41.40%  in the enlarged issued
share capital on Admission. As the members of the Concert Party therefore
currently hold and will continue to hold on Admission less than 50 per cent.
of the Company's voting share capital but more than 30 per cent., for so long
as they continue to be treated as acting in concert, any further increases in
the Concert Party's interests in Ordinary Shares are subject to the provisions
of Rule 9 of the Takeover Code.

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

 

 ATOME PLC                                        +44 (0) 113 337 2210
 Nikita Levine, Investor Relations
info@atomeplc.com
 Beaumont Cornish (Nominated Adviser)             +44 (0) 20 7628 3396
 Roland Cornish, Michael Cornish
 Liberum (Joint Broker)                           +44 (0) 20 3100 2000
 Scott Mathieson
 SP Angel (Joint Broker)                          +44 (0) 20 3490 0470
 Richard Hail, Caroline Rowe, Harry Davies-Ball
 Cavendish Capital Markets Limited (Broker)       +44 (0) 20 7220 0500
 Simon Hicks, George Dollemore
 Tavistock (Financial PR and IR)                  +44 (0) 20 7920 3150
 Simon Hudson, Rebecca Hislaire, Saskia Sizen     atome@tavistock.co.uk

 

 

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

 

About ATOME

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

 

Since its admission to AIM in December 2021 ATOME signed a 145MW power
purchase agreement with ANDE, the state energy company in Paraguay for
acquired 30 hectares of land in Villeta, Paraguay for that facility, mandated
Natixis Corporate & Investment Banking and the multilateral IDB Invest to
lead the project funding and with Front End Engineering and Design studies
currently underway with the international companies Urbas and Casale. ANDE has
also allocated a further 300MW for ATOME's second project subject to
studies.

 

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

 

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

 

The Company has a green-focused Board which is supported by major shareholders
including Peter Levine, Schroders, a leading fund manager, and since May 2023,
Baker Hughes, a global energy technology company operating in the energy and
industry sectors.

 

IMPORTANT NOTICES

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

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

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

SP Angel Limited ("SP Angel"), which is authorised and regulated in the United
Kingdom by the FCA and is a member of the London Stock Exchange, is the
Company's Joint Broker and is acting exclusively for the Company and will not
regard any other person (whether or not a recipient of this announcement) as a
client and will not be responsible to anyone other than the Company for
providing the protections afforded to its clients nor for providing advice in
relation to the contents of this announcement or any other matter referred to
herein. SP Angel has not authorised the contents of this announcement for any
purpose and no liability whatsoever is accepted by SP Angel nor does it make
any representation or warranty, express or implied, as to the accuracy of any
information or opinion contained in this announcement or for the omission of
any information. SP Angel expressly disclaims all and any responsibility or
liability whether arising in tort, contract or otherwise which it might
otherwise have in respect of this announcement.

 

-ends-

 

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