REG - DG Innovate PLC - Conditional Placing and Notice of AGM

DG InnovateAnnouncement

22/06/2023 07:00

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RNS Number : 5120D  DG Innovate PLC  22 June 2023

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22 June 2023

DG Innovate plc

 

("DG Innovate" or the "Company")

Conditional Placing to raise £517,000

 

Proposed Capital Reorganisation

 

Notice of AGM

 

DG Innovate (LSE: DGI), the advanced research and development company
pioneering sustainable and environmentally considerate improvements to
electric mobility and energy storage, is pleased to announce that the Company
and Peterhouse Capital Limited have  conditionally raised gross proceeds of
£517,000 (the "Placing") through the issue of 1,034,000,000 new ordinary
shares at 0.05 pence per share (the "Issue Price"), subject to the passing of
capital reorganisation resolutions at the Company's Annual General Meeting
("AGM") as detailed below. The Placing represents the maximum number of
ordinary shares the Company can currently issue without the publication of a
prospectus. Peterhouse Capital Limited has been appointed as joint broker to
the Company.

 

The funds raised will primarily be used to fund the Company's ongoing
commercialisation strategy for its Enhanced Drive Technology and Enhanced
Battery Technology. The SUPAR, MTorX and Marine projects are progressing well,
and testing of the next design iteration of the 250kW/400kW Pareta® electric
drive is expected imminently. In parallel, the Company is working to
capitalise on various commercial opportunities alongside its partners,
including tier one commercial and off-highway vehicle axle suppliers, BRIST
and BASE.

 

Proposed Capital Reorganisation

 

The Company presently has 9,208,548,440 ordinary shares of 0.1 pence each in
issue ("Existing Ordinary Shares"). The mid-market price of the Existing
Ordinary Shares as at 21 June 2023 (being the latest practicable date prior to
publication of this announcement) is 0.065 pence. As the Company is not
permitted by law to issue shares at an issue price which is below their
nominal value, it is unable, in the present climate, to raise money by way of
a fresh issue of new ordinary shares of 0.1 pence each due to the fact that
the market price of the ordinary shares is below their nominal value.

 

Therefore, in order to enable the Company to issue shares in connection with
the Placing, at an issue price which exceeds their nominal value, shareholder
approval is being sought at the AGM to complete a subdivision of the ordinary
share capital of the Company (the "Capital Reorganisation").  Subject to
shareholder approval at the AGM, each of the Existing Ordinary Shares will be
subdivided into one new ordinary share of 0.01 pence each in the capital of
the Company ("New Ordinary Shares") and one deferred share of 0.09 pence each
in the capital of the Company to create a differential between the nominal
value of the ordinary shares and their market price to facilitate future share
issues.

 

To give effect to the Capital Reorganisation the Company's Articles of
Association will need to be amended to make changes to allow the creation of
the deferred shares. These amendments will also require shareholders' approval
at the AGM.

 

As a consequence of, and immediately following, the Capital Reorganisation
becoming effective each shareholder's holding of New Ordinary Shares will be
the same as the number of existing ordinary shares held by them. Excluding the
impact of the Placing, each shareholder's proportionate interest in the
Company's issued ordinary share capital will, and thus the aggregate value of
their holding should, remain unchanged as a result of the Capital
Reorganisation.

 

The New Ordinary Shares will have the same rights as those currently accruing
to the existing ordinary shares in issue under the Articles of Association of
the Company, including those relating to voting and entitlement to dividends.

 

Details of the Placing

 

The Company has conditionally raised gross proceeds of £517,000 through a
placing for 1,034,000,000 new ordinary shares at a price of 0.05 pence per
share (the "Placing Shares"), subject to the Capital Reorganisation
resolutions being passed at the AGM.  The Placing Shares would represent
approximately 10.1 per cent. of the Company's then enlarged issued share
capital and are the maximum number of ordinary shares that the Company can
currently issue without the publication of a prospectus.  The Issue Price
represents a discount of approximately 23 per cent. to the mid-market closing
price on the London Stock Exchange of 0.065 pence per ordinary share on 21
June 2023, being the latest practicable business day prior to the publication
of this announcement.

 

If the Capital Reorganisation Resolutions are passed, the Placing Shares are
expected to be issued shortly after the AGM and admitted to trading on the
Main Market.

 

The Company has also agreed to issue 51,700,000 warrants to Peterhouse Capital
Limited and other advisers to the Company for services provided in connection
with the Placing.  The 51,700,000 warrants provide the holder the right to
acquire such number of new ordinary shares at an exercise price of 0.05 pence,
which expire one year from Admission ("Broker Warrants").  If the Broker
Warrants were ultimately to be exercised in full, it would result in the issue
of 51,700,000 new ordinary shares raising a further £25,850 for the
development of the Company's business.

 

Notice of AGM

 

The AGM of the Company will be held on 19 July 2023 at 11.00 a.m. at the
offices of Fasken Martineau LLP, 100 Liverpool Street, London, EC2M 2AT.  The
Notice of AGM is being posted to shareholders today and will be available on
the Company's website:

https://www.dgiplc.com/investors (https://www.dgiplc.com/investors)

 

Expected Timetable of Principle Events

 

 Publication of Notice of AGM                                                    22 June 2023
 Latest time and date for return of Form of Proxy for AGM                        17 July 2023
 AGM                                                                             19 July 2023
 Announcement of the result of the AGM                                           19 July 2023
 Record Date and final date for trading in Existing Ordinary Shares               19 July 2023

 Expected date of Admission of the New Ordinary Shares arising from the Capital  20 July 2023
 Reorganisation
 Expected date of Admission of the Placing Shares                                21 July 2023
 Despatch of definitive share certificates in respect of the New Ordinary        4 August 2023
 Shares and Placing Shares to be held in certificated form, if applicable

 

 

For further information please contact:

 DG Innovate plc                            C/O IFC
 Peter Tierney, CEO

 Jack Allardyce, CFO

 IFC Advisory (Financial PR & IR)           020 3934 6630
 Tim Metcalfe

 Zach Cohen

 Grant Thornton UK LLP (Financial Adviser)  020 7383 5100

 Samantha Harrison

 Jamie Barklem

 Ciara Donnelly
 Peterhouse Capital (Joint Broker)          020 7469 0930
 Rose Greensmith

 Duncan Vasey

 Lucy Williams

 WH Ireland (Joint Broker)                  020 7220 1666
 Chris Hardie
 Andrew de Andrade

 

About DG Innovate

 

DG Innovate is an advanced research and development company pioneering
sustainable and environmentally considerate improvements to electric mobility
and storage, using abundant materials and the best engineering and scientific
practices. DG Innovate is currently developing its products alongside a number
of major manufacturers across the transportation and energy sectors, research
institutions and the UK Government, and has filed 18 patents worldwide. DG
Innovate's current research and development activities are broadly split into
two areas, focusing on novel electric motor technologies and energy storage
solutions. Its two main products are:

 

- Enhanced Drive Technology (EDT) - High efficiency, cost-effective electric
motors + power electronics; and

- Enhanced Battery Technology (EBT) - Sodium-ion batteries offering a
sustainable energy storage solution at similar/greater energy density to
incumbent technologies at a lower cost, increased safety with lower
environmental footprint.

 

Further information may be found at: https://www.dgiplc.com
(https://www.dgiplc.com)

 

 

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