REG - Corre Energy B.V. - Results of Placing

Corre Energy BVAnnouncement

23/02/2023 07:00

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RNS Number : 7753Q  Corre Energy B.V.  23 February 2023

 

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, INTO OR FROM THE UNITED STATES (INCLUDING ITS TERRITORIES AND
POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA,
COLLECTIVELY THE "UNITED STATES"), AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR
ANY OTHER STATE OR JURISDICTION IN WHICH THE SAME WOULD BE RESTRICTED,
UNLAWFUL OR UNAUTHORISED, IN EACH CASE EXCEPT PURSUANT TO AN AVAILABLE
EXEMPTION FROM APPLICABLE SECURITIES LAWS. PLEASE SEE THE IMPORTANT NOTICE AT
THE END OF THIS ANNOUNCEMENT.

 

This announcement is released by Corre Energy B.V. and contains inside
information for the purposes of Article 7 of the Market Abuse Regulation (EU)
596/2014 ("EU MAR") and is disclosed in accordance with the company's
obligations under Article 17 of EU MAR.

 

23 February 2023

 

Corre Energy B.V.

 ("Corre Energy" or the "Company")

Result of Placing

Corre Energy raises gross proceeds of €8.9 million

 

Corre Energy, a leader in the origination, development, construction and
commercialisation of Long Duration Energy Storage ("LDES") projects and
services that will accelerate decarbonisation and enhance the security and
flexibility of energy systems, is pleased to announce the Company has raised,
subject to certain conditions, approximately €8.9 million (before expenses)
by the placing of 2,031,988 new shares (the "Placing Shares") with new and
existing institutional investors (the "Placing") and the subscription (the
"Subscription" and together with the Placing, the "Fundraising") by certain
other investors of 529,810 new shares in the capital of the Company (the
"Subscription Shares"), both at a price of €3.50 per share (the "Placing
Price"). This follows the announcement released on 22 February 2023 (the
"Launch Announcement").

The Placing Price of €3.50 represents a discount of approximately 10% to
the closing mid-market price of €3.90 on 21 February 2023.

The Placing Shares and Subscription Shares collectively represent
approximately 3.8% of the Company's issued share capital immediately prior to
the Fundraising. The Placing is conditional upon, inter alia, Admission (as
defined below) becoming effective and the expected date of completion of the
Placing is 27 February 2023.

J&E Davy ("Davy"), Joh. Berenberg, Gossler & Co. KG, Berenberg
("Berenberg") and Longspur Capital Limited ("Longspur") acted as joint
bookrunners in relation to the Placing.

 

Commenting, Corre Energy Chief Executive Keith McGrane said,

"On behalf of the whole team at Corre Energy, I am delighted with the success
of this raise. It is a great endorsement of the Company and recognises the
progress made regarding our near-term projects and positions the Company well
for further growth. I would like to express my gratitude to our existing
investors for their continued support and welcome our new investors to the
journey".

As set out in the Launch Announcement, the net proceeds from the Fundraising
and related investment of up to €4 million by Fondo Italiano per
L'Efficienza Energetica are expected to be used to continue the development of
the Company's Zuidwending project in the Netherlands and the Green Hydrogen
Hub in Denmark, both of which are expected to achieve commercial close in
2023, against the backdrop of increasingly supportive government policies. It
is anticipated that the net proceeds will also be used to give the Company the
option to pursue exclusivity on other promising European and North American
projects in its pipeline, and for general corporate purposes.

 

Admission and dealings

Application has been made to Euronext Dublin for the Placing Shares and
Subscription Shares to be admitted to trading on Euronext Growth ("Admission")
and it is expected that Admission will become effective and trading will
commence at 8.00 a.m. on 27 February 2023 (or such later date as the Joint
Bookrunners may agree). The Placing Shares and Subscription Shares, when
issued, will be fully paid and will rank pari passu in all respects with the
existing issued shares. After Admission, the total number of shares in issue
will be 70,461,142. With no shares held in treasury, the total number of
voting rights will also be 70,461,142.

 

For further information, please contact:

 Corre Energy B.V.                                                                 Tel: +31 50 799 5060

 Keith McGrane, CEO                                                                IR@corre.energy

 Patrick McClughan, CSO

 Iain Balchin, CFO

 Davy (Placing Agent/Bookrunner, Broker & Euronext Growth Listing Sponsor)         Tel: +353 1 614 8922

 Barry Dixon, Head of Decarbonization Corporate Finance

 Niall Gilchrist

 Barry Murphy

 Aoife Foley

 Berenberg (Placing Agent/Bookrunner)                                              Tel: +44 (0) 20 3207 7800

 Matthew Armitt

 Ciaran Walsh

 Milo Bonser

 Yasmina Benchekroun

 Longspur Capital (Placing Agent/Bookrunner)                                       Tel: +44 (0) 20 3940 6608

 Nick Stamp, Head of Corporate Finance

 Adam Robertson, Head of Distribution

 Akhil Shah
 Murray PR (Financial PR and IR)                                                   Tel: +353 1 498 0300

 Pat Walsh, Managing Director

 

 

IMPORTANT NOTICE

This announcement (the "Announcement") and the information contained herein is
not for release, publication or distribution, directly or indirectly, in whole
or in part, in or into or from Canada, Australia, New Zealand, Japan or any
other jurisdiction where to do so might constitute a violation of the relevant
laws or regulations of 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.

Persons (including, without limitation, nominees and trustees) who have a
contractual or other legal obligation to forward a copy of this Announcement
should seek appropriate advice before taking any action.

Any indication in this Announcement of the price at which the shares of the
Company have been bought or sold in the past cannot be relied upon as a guide
to future performance. Persons needing advice should consult an independent
financial adviser. No statement in this Announcement is intended to be a
profit forecast and no statement in this Announcement should be interpreted to
mean that earnings per share of the Company for the current or future
financial years would necessarily match or exceed the historical published
earnings per share of the Company.

This Announcement has been issued by and is the sole responsibility of the
Company. Neither Davy, Berenberg, Longspur, nor any of their affiliates accept
any responsibility whatsoever for the contents of the information contained in
this Announcement or for any other statement made or purported to be made by
or on behalf of Davy, Berenberg, Longspur, nor any of their affiliates in
connection with the Company, the Placing or the Placing Shares. Davy,
Berenberg, Longspur and their affiliates accordingly disclaim all and any
liability, whether arising in tort, contract or otherwise in respect of any
statements or other information contained in this Announcement and no
representation or warranty, express or implied, is made by Davy, Berenberg,
Longspur or any of their affiliates as to the accuracy, completeness or
sufficiency of the information contained in this Announcement.

Davy is authorised and regulated in Ireland by the Central Bank of Ireland is
acting as Placing Agent/Bookrunner for the Company and no-one else in
connection with the Placing and is not, 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 Placing and/or any other matter
referred to in this Announcement.

Berenberg, which is regulated by the Federal Financial Supervisory Authority
in Germany and in the United Kingdom is deemed authorised and subject to
limited regulation by the Financial Conduct Authority, is acting only for the
Company in connection with the Placing and will not be responsible to anyone
other than the Company for providing the protections offered to the clients of
Berenberg, nor for providing advice in relation to the Placing or any matters
referred to in this Announcement.

Longspur is regulated in the United Kingdom by the Financial Conduct Authority
and is acting solely for the Company in connection with the Placing and no one
else and will not be responsible to anyone other than the Company for
providing the protections afforded to its clients nor for providing advice to
any other person in relation to the Placing and/or any other matter referred
to in this Announcement.

This Announcement does not identify or suggest, or purport to identify or
suggest, the risks (direct or indirect) that may be associated with an
investment in the Placing Shares. Any investment decision to buy Placing
Shares in the Placing must be made solely on the basis of publicly available
information, which has not been independently verified by Davy, Berenberg or
Longspur.

This Announcement contains (or may contain) certain forward-looking statements
with respect to certain of the Company's current expectations and projections
about future events and the Company's future financial condition and
performance. These statements, which sometimes use words such as "aim",
"anticipate", "believe", "may", "will", "should", "intend", "plan", "assume",
"estimate", "expect" (or the negative thereof) and words of similar meaning,
reflect the directors' current beliefs and expectations and involve known and
unknown risks, uncertainties and assumptions, many of which are outside the
Company's control and difficult to predict, that could cause actual results
and performance to differ materially from any expected future results or
performance expressed or implied by the forward-looking statement. These risks
include, but are not limited to, risks related to the business of the Corre
Energy Group (including storage site access, risks in relation to agreements
to which the Company is party and construction related risks), risks relating
to the industry in which it operates (including its output markets,
technological change and general economic conditions) and risks relating to
laws and regulations (including the EU subsidy and regulatory framework).

Statements contained in this Announcement regarding past trends or activities
should not be taken as a representation that such trends or activities will
continue in the future. The information contained in this Announcement speaks
only as of the date of this Announcement and is subject to change without
notice and the Company does not assume any responsibility or obligation to,
and does not intend to, update or revise publicly or review any of the
information contained herein, whether as a result of new information, future
events or otherwise, except to the extent required by Euronext Dublin, the
Central Bank of Ireland, or by applicable law.

The Placing Shares to be issued pursuant to the Placing will not be admitted
to trading on any stock exchange other than Euronext Growth.

Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into, or forms part of, this Announcement.

Information to Distributors

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
(together, the "MiFID II Product Governance Requirements"), and the product
governance requirements contained within the FCA Handbook Product Intervention
and Product Governance Sourcebook (the "UK Product Governance Rules"), and
disclaiming all and any liability, whether arising in tort, contract or
otherwise, which any "manufacturer" (for the purposes of the MiFID II and the
UK Product Governance Requirements) may otherwise have with respect thereto,
the Placing Shares have been subject to a product approval process, which has
determined that the Placing Shares are: (i) compatible with an end target
market of (a) retail investors, as defined in MiFID II and Regulation (EU) NO
2017/565 as it forms part of domestic law by virtue of the EUWA, (b) investors
who meet the criteria of professional clients, as defined in MiFID II and
Regulation (EU) NO 600/2014 as it forms part of domestic law by virtue of the
EUWA, or (c) eligible counterparties, as defined in MiFID II and the FCA's
Conduct of Business Sourcebook ("COBS"); 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 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 the 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, Davy will only procure investors who meet the
criteria of professional clients and eligible counterparties or who are
Relevant Persons as defined below. For the avoidance of doubt, the Target
Market Assessment does not constitute: (a) an assessment of suitability or
appropriateness for the purposes of MiFID II or COBS; 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.

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