REG - Earnz PLC - Proposed Consolidation, Fundraise, Loan Conversion

EarnzAnnouncement

18/03/2024 07:00

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RNS Number : 1347H  Earnz PLC  18 March 2024

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, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, THE
REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.  PLEASE SEE THE
IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR
CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY
PERSON TO PURCHASE AND/OR SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY
SECURITIES IN EARNZ PLC OR ANY OTHER ENTITY IN ANY JURISDICTION.  NEITHER
THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION, SHALL FORM THE BASIS OF,
OR BE RELIED ON IN CONNECTION WITH ANY INVESTMENT DECISION IN RESPECT OF EARNZ
PLC.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

For immediate release

18 March 2024

EARNZ plc

("EARNZ" or the "Company")

Proposed Consolidation

Proposed Fundraising to raise £3.7 million

and

Loan Conversion

Introduction

EARNZ plc (AIM: EARN), an AIM Rule 15 cash shell which is seeking acquisitions
in the energy services sector, is pleased to announce:

 * a proposed consolidation of every 100 ordinary shares of 0.04 pence each
("Existing Shares") in the capital of EARNZ into one new ordinary share of 4
pence each ("Consolidated Shares") in the capital of EARNZ (the
"Consolidation");

 * a proposed placing of 39,954,644 New Ordinary Shares (as defined below) (the
"Placing Shares") at a price of 7.5 pence per Placing Share (equivalent of
0.075 pence prior to the Consolidation) (the "Issue Price") to raise
approximately £3.0 million (before expenses) (the "Placing"); and

 * a proposed subscription of 9,378,689 New Ordinary Shares (the "Subscription
Shares") at the Issue Price, to raise approximately £0.7 million (before
expenses) (the "Subscription") (together, with the Placing, the "Fundraising",
and together with the Consolidation and the Loan Conversion, the "Proposals").

Capitalised terms used in this announcement (the "Announcement") have the
meanings given to them in the section headed "Definitions" at the end of this
Announcement, unless the context provides otherwise.

Shore Capital and Corporate Limited ("SCC") is acting as nominated adviser to
EARNZ and Shore Capital Stockbrokers Limited ("SCS") and W H Ireland Limited
("WH Ireland" and, together with SCS, the "Joint Brokers") are acting as joint
brokers in connection with the Proposals.

Use of proceeds of the Fundraising

The net proceeds of the Fundraising will be used for working capital purposes
and, in particular, the cost of the due diligence to be carried out on any
potential acquisitions to be made by EARNZ.

Transaction highlights

 * The Placing will raise approximately £3.0 million (before expenses) through
the issue of 39,954,644 Placing Shares at 7.5 pence per Placing Share.

 * The Subscription will raise approximately £0.7 million (before expenses)
through the issue of 9,378,689 Subscription Shares at 7.5 pence per
Subscription Share.

 * The Issue Price of 7.5 pence per New Ordinary Share is equivalent to the
closing middle market price of 0.075 pence per Existing Share on 15 March
2024, being the latest practicable date prior to the date of this
Announcement.

 * The Placing and Subscription Shares (together the "Fundraising Shares") will
represent approximately 78 per cent. of the issued share capital of EARNZ
immediately following the Consolidation but prior to the issue of the
Fundraising Shares (the "Existing Consolidated Shares").

 * The effect of the Consolidation will be that shareholders ("Shareholders")
holding Existing Ordinary Shares on EARNZ's register of members at 6.00 p.m.
on 4 April 2024 (the "Record Date") will, on implementation of the
Consolidation, hold:

 * * 1 Consolidated Share for every 100 Existing Shares held on the Record Date

 * The Consolidation is expected to increase EARNZ's share price proportionately,
help improve the market liquidity of, and trading activity in, EARNZ's shares,
provide the basis for a narrowing in the spread of its bid and offer share
price and enhance the perception of EARNZ and its prospects and help improve
the marketability of EARNZ's shares to a wider group of investors.

 * The Consolidation will reduce the 954,649,500 Existing Shares in issue (as at
the Record Date) to 9,546,495 Consolidated Shares, after the issue of the
Additional Shares (as defined below) to ensure the Existing Shares can be
precisely divisible by 100.

The Consolidation and the Fundraising are conditional upon, among other
things, the resolutions (the "Resolutions") required to implement the
Proposals being duly passed by Shareholders at the general meeting proposed to
be held at 10.00 a.m. on 4 April 2024 (the "General Meeting"). The Fundraising
is not being underwritten.

Bob Holt, Executive Chairman of EARNZ, said: "We are pleased by the response
received from investors and look forward to putting the funds raised to good
use in seeking suitable acquisitions in the energy services sector."

This Announcement should be read in its entirety.  In particular, you should
read and understand the information provided in the "Important Notices"
section below.

Enquiries:

 EARNZ plc                                           +44 (0) 7778 798 816
 Bob Holt

John Charlton
 Shore Capital - Nominated Adviser and Joint Broker  +44 (0) 20 7408 4090
 Tom Griffiths / Lucy Bowden
 WH Ireland Limited - Joint Broker                   +44 (0) 20 7220 1666
 Hugh Morgan / Antonio Bossi / Andrew de Andrade

The following is an extract from the Chairman's letter to be set out in
substantially the same form in the Circular. The Circular is expected to be
despatched to Shareholders later today and, once published, will be available
on EARNZ's website at www.earnzplc.com
(https://url.avanan.click/v2/___http:/www.earnzplc.com___.YXAxZTpzaG9yZWNhcDphOm86MGZjY2ZmYjgxNGY5Zjk2MjFlOGIzMGEwZWMxYjgzNTE6NjpiNjU5OmFlZTRlYzgwYTI2NDI0OTQ3Njc2N2FkN2NiNzdlNTE1YjA1MjE1ODllNDQxMzFlODYyNmMzNTM2MWE0ZDdiZjE6cDpU)
.

1.    Introduction

On 28 February 2024, the Company announced that it had entered into a
conditional sale and purchase agreement to dispose of its solar business
including the whole of the issued share capital of Verditek Solar srl to
Verditek Solar Limited, a newly incorporated company owned and incorporated by
the Company's then bondholders.  The consideration for this sale was
£528,340 which was satisfied by the surrender of all of the Company's secured
convertible loan notes plus accrued interest to completion of the sale. In
addition, the Company announced my loan to the Company of £300,000 to provide
working capital, the proposed placing of 400 million new Ordinary Shares at
0.075 pence per Ordinary Share to raise £300,000 (the "Original Placing") and
the appointment of John Charlton and myself as executive director and
executive chair of the Company respectively.

Following a general meeting held on 28 February 2024, completion of the above
sale occurred on 29 February 2024. From 1 March 2024, the Company has been
regarded as an AIM Rule 15 cash shell further details of which are set out
below. EARNZ has stated it is seeking acquisition targets in the energy
services sector.  On 5 March 2024, the Existing Shares issued pursuant to the
Original Placing were admitted to trading on AIM.  On 6 March 2024, the
Company changed its name to EARNZ plc and, on 13 March 2024, it announced the
appointment of Elizabeth Lake as a non-executive director of the Company.

The Company's announcement of 28 February 2024 also stated that, subject to
approval from Shareholders, it intended to undertake the Consolidation and
raise approximately £1.5 million which has subsequently been increased to
£3.7 million.  The proceeds of the Original Placing of £300,000 on 29
February 2024 together with the proceeds of the Placing and the Subscription
means that the Company has, subject to Admission, now raised a total of £4.0
million from new Shareholders since its new management was brought in.

The purpose of this document is, amongst other things, to convene the General
Meeting, set out the background to and reasons for the Consolidation, the
Placing, the Subscription and the Loan Conversion and explain why the
Directors consider that the Proposals are in the best interests of the
Shareholders as a whole.

2.    AIM Rule 15 cash shell status

As previously announced, since 1 March 2024, the Company has been regarded as
an AIM Rule 15 cash shell for the purposes of the AIM Rules, having ceased to
own, control, or conduct all or substantially all, of its existing trading
business, activities, or assets. The Company will therefore, within 6 months
need to make an acquisition or acquisitions which constitute a reverse
takeover under AIM Rule 14, failing which trading in the Company's shares on
AIM will be suspended. Should the Company's shares remain suspended from
trading for 6 months, admission of the Company's shares to trading on AIM will
be cancelled under AIM Rule 41.

3.    Consolidation

3.1.  Background to and reasons for the Consolidation

The Directors believe that the Company's existing share capital structure is
no longer appropriate. The high number of Ordinary Shares in issue combined
with the current relatively low price per Ordinary Share is thought to result
in excess volatility, reduced liquidity and a widening in the market bid and
offer share price spread for the Existing Shares. We are therefore proposing
to consolidate the Company's issued ordinary shares of 0.04 pence each so that
every 100 Existing Shares will be consolidated into 1 ordinary share of 4
pence. To ensure the Existing Shares can be exactly divisible by 100, the
Company will issue the Additional Shares. The Consolidation will reduce the
954,649,500 Ordinary Shares expected to be in issue as at the Record Date
following the issue of the Additional Shares to 9,546,495 New Ordinary Shares.

As all of the Existing Shares are proposed to be consolidated, the proportion
of Consolidated Shares held by each Shareholder immediately before and
immediately after the Record Date will, save for Fractional Entitlements (as
described below), remain unchanged.

The Consolidation is expected to:

-     increase the Company's share price proportionately;

-     help improve the market liquidity of, and trading activity in, the
Company's shares;

-     provide the basis for a narrowing in the spread of its bid and offer
share price; and

-    enhance the perception of the Company and its prospects and help
improve the marketability of the Company's shares to a wider group of
investors.

The Consolidation requires the approval of Shareholders by way of an ordinary
resolution which will be sought at the General Meeting by way of Resolution 1
as set out in the Notice.

3.2.  Summary terms of the Consolidation

At the General Meeting, the Directors are inviting Shareholders to approve the
Consolidation pursuant to which every 100 Existing Shares will be consolidated
into 1 Consolidated Share.

Subject to Resolution 1 (as set out in the Notice) being passed by the
Shareholders at the General Meeting, the Company will, immediately prior to
the Record Date, issue additional Ordinary Shares so that the total number of
Existing Shares in issue at the Record Date is exactly divisible by 100.
Assuming no other Ordinary Shares are issued by the Company between the date
of this document and the Record Date, this will result in 83 Ordinary Shares
being issued to the Registrars and will result in 954,649,500 Existing Shares.
The nominal value of the Consolidated Shares following the Consolidation will
be 4 pence each per Consolidated Share.

Since the Additional Shares will only represent a fraction of a Consolidated
Share, this fraction will be combined with other Fractional Entitlements and
sold pursuant to the arrangements for Fractional Entitlements detailed at
paragraph 3.3 below.

As all of the Existing Shares are proposed to be consolidated, the proportion
of issued ordinary shareholdings in the Company held by each Shareholder
immediately before and immediately after the Consolidation will, save for
Fractional Entitlements, remain unchanged.

3.3.  Fractional Entitlements

The Consolidation will result in Fractional Entitlements to a Consolidated
Share where any shareholding is not exactly divisible by 100. No Shareholder
will be entitled to a fraction of a Consolidated Share. Instead, their
entitlement will be rounded down to the nearest whole number of Consolidated
Shares. If a Shareholder holds fewer than 100 Existing Shares at the Record
Date, the rounding down process of the Consolidation will result in that
Shareholder being entitled to no Consolidated Shares and they will cease to be
a Shareholder.

Any Shareholder who, as a result of the Consolidation, has a Fractional
Entitlement to any Consolidated Shares, will not have a proportionate holding
of Consolidated Shares exactly equal to their proportionate holding of
Existing Shares. No certificates will be issued for Fractional Entitlements to
Consolidated Shares.

All Fractional Entitlements will be aggregated and sold on behalf, and for the
benefit, of the Company in the market for the best price reasonably
obtainable. Under the Articles, the Directors have a discretion as to how to
deal with fractional entitlements, including by accounting to Shareholders for
the net proceeds of any sale. The maximum fractional entitlement that any
Shareholder would be entitled to would be worth less than 4 pence. The Board
is of the view that, as a result of the disproportionate costs, it would not
be in the best interests of the Company to distribute such proceeds of sale,
which instead shall be retained for the benefit of the Company in accordance
with the Articles.

For the avoidance of doubt, the Company is only responsible for dealing with
fractions arising on registered holdings. For Shareholders whose shares are
held in the nominee accounts of UK stockbrokers, the effect of the
Consolidation on their individual shareholdings will be administered by the
stockbroker or nominee in whose account the relevant shares are held. The
effect is expected to be the same as for shareholdings registered in
beneficial names, however, it is the responsibility of the stockbroker or
nominee to deal with fractions arising within their customer accounts, and not
the responsibility of the Company.

3.4.  Resulting share capital and Consolidated Shares

If approved by the Shareholders, the issued share capital of the Company
immediately following the Consolidation is expected to comprise 9,546,495
Consolidated Shares. The Consolidated Shares shall have the same rights as the
Existing Shares including in respect of voting, dividends, returns of capital
and other rights.

Application will be made to the London Stock Exchange for the Consolidated
Shares to be admitted to trading on AIM in place of the Existing Shares.
Subject to the Consolidation Resolution being passed, dealings in the Existing
Shares will cease on the Record Date and it is expected that Admission will
become effective, and that dealings in the Consolidated Shares will commence,
at 8.00a.m. on 8 April 2024.

4.    Placing of New Ordinary Shares

The Company has conditionally raised approximately £3.0 million of cash
(before expenses) by means of the placing of 39,954,644 New Ordinary Shares at
7.5 pence per New Ordinary Share. The Issue Price of 7.5 pence per New
Ordinary Share is equivalent to the closing middle market price of 0.075 pence
per Existing Share on 15 March 2024, being the latest practicable date prior
to the date of this document.

 

The Placing is conditional upon, inter alia, the passing of the Resolutions to
be put to Shareholders at the General Meeting, receipt by EARNZ of the cleared
funds from the subscribers for Subscription Shares on the day of the General
Meeting, the Placing Agreement becoming unconditional in respect of the
Placing Shares and not being terminated in accordance with its terms and
Admission occurring by no later than 8.00 a.m. on 8 April 2024 (or such later
date as the Company and Shore Capital and WH Ireland may agree, being no later
than 8.00 a.m. on 22 April 2024).

The net proceeds of the Placing will be used for working capital purposes and,
in particular, the cost of the due diligence to be carried out on any
potential acquisitions to be made by the Company.

If the Proposals complete on the basis set out in this document, the Placing
Shares will represent approximately 64 per cent. of the Company's issued share
capital immediately following Admission and existing Shareholders will hold
approximately 15 per cent. of the Company's issued share capital immediately
following Admission.

The Placing Agreement

Pursuant to the terms of the Placing Agreement, Shore Capital and WH Ireland,
as agents for the Company, have conditionally agreed to use their reasonable
endeavours to procure subscribers for the Placing Shares.  The Placing has
not been underwritten.

The Placing Agreement contains normal warranties (in relation to, inter alia,
the accuracy of the information in this document and other matters relating to
the Company, its subsidiaries, and its business) and indemnities given by the
Company to Shore Capital and WH Ireland as well as market standard rights of
termination.  The Company will pay Shore Capital and WH Ireland commissions
in respect of those Placing Shares placed by them.

5.    Subscription for New Ordinary Shares

The Company has conditionally raised approximately £0.7 million (before
expenses) of cash by means of the subscription for 9,378,689 New Ordinary
Shares at 7.5 pence per share. The Issue Price of 7.5 pence per New Ordinary
Share is equivalent to the closing middle market price of 0.075 pence per
Existing Share on 15 March 2024, being the latest practicable date prior to
the date of this document. Bob Holt has agreed to subscribe approximately
£50,000 for 666,666 Subscription Shares as part of the Subscription and his
wife has agreed to subscribe £10,000 for 133,333 Subscription Shares as part
of the Subscription.

The Subscription is conditional upon, inter alia, the passing of the
Resolutions to be put to Shareholders at the General Meeting, the Placing
Agreement becoming unconditional in respect of the Placing Shares and not
being terminated in accordance with its terms and Admission occurring by no
later than 8.00 a.m. on 8 April 2024 (or such later date as the Company and
Shore Capital may agree, being no later than 8.00 a.m. on 22 April 2024).

Like the net proceeds of the Placing, the net proceeds of the Subscription
will be used for working capital purposes and, in particular, the cost of the
due diligence to be carried out on any potential acquisitions to be made by
the Company.

If the Proposals complete on the basis set out in this document, the
Subscription Shares will represent approximately 15 per cent. of the Company's
issued share capital immediately following Admission.

6.    Loan Conversion

As announced by the Company on 28 February 2024, Bob Holt entered into a loan
agreement with the Company prior to his appointment as a director of the
Company pursuant to which Bob Holt agreed to advance up to £300,000 to the
Company, to satisfy certain outstanding liabilities of the Company and to
provide working capital.  The full amount of this loan has now been advanced
to the Company.

This loan is unsecured and interest free but repayable upon demand and, in
accordance with its terms, it is convertible at Admission into New Ordinary
Shares at a price equivalent to the Issue Price, conditional upon Admission.
As a result of the Loan Conversion, the Company will issue 4,000,000 New
Ordinary Shares to Bob Holt, which will represent approximately 6 per cent. of
the Company's issued share capital immediately following Admission.

7.    Settlement and trading

Application will be made to the London Stock Exchange for the New Shares to be
admitted to trading on AIM.

Subject to the Resolutions being passed, it is expected that Admission will
become effective, and that dealings in the New Shares will commence, at 8.00
a.m. on 8 April 2024.

The New Shares will, on Admission, rank pari passu in all respects with the
New Shares and will rank in full for all dividends and other distributions
declared, made or paid on New Ordinary Shares after Admission.

8.    Related party transactions

Ray Horney has agreed to subscribe for 1,333,333 Placing Shares. As at 15
March 2024, being the latest practicable date prior to the date of this
document, so far as the Company is aware, Ray Horney holds 133,333,333
Existing Shares representing approximately 13.97 per cent. of the Existing
Shares. As such, Ray Horney is a substantial shareholder of the Company and
his participation in the Placing is a related party transaction pursuant to
AIM Rule 13. The Directors consider, having consulted with the Company's
nominated adviser, Shore Capital and Corporate, that the terms of Ray Horney's
participation in the Placing are fair and reasonable insofar as the
Shareholders are concerned.

Catherine Charlton, the wife of John Charlton, a Director, has agreed to
subscribe for 133,333 Subscription Shares, which is a related party
transaction pursuant to AIM Rule 13. Bob Holt and Elizabeth Lake, being
independent Directors in relation to this transaction, consider, having
consulted with the Company's nominated adviser, Shore Capital and Corporate,
that the terms of Catherine Charlton's participation in the Subscription are
fair and reasonable insofar as the Shareholders are concerned.

As a Director, Bob Holt and his wife's participation in the Subscription
which, in aggregate, amounts to 799,999 Subscription Shares is a related party
transaction pursuant to AIM Rule 13. John Charlton and Elizabeth Lake, being
independent Directors in relation to this transaction, consider, having
consulted with the Company's nominated adviser, Shore Capital and Corporate,
that the terms of Bob Holt and his wife's participation in the Subscription
are fair and reasonable insofar as the Shareholders are concerned.

9.    Non-United Kingdom Shareholders

The distribution of this document and/or the Form of Proxy in certain
jurisdictions may be restricted by law. Persons into whose possession these
documents come should inform themselves about and observe any such
restrictions. Any failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction.

The New Shares have not been, nor will they be, registered under the United
States Securities Act of 1933, as amended, (the "US Securities Act") and may
not be offered, sold or delivered in, into or from the United States except
pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the US Securities Act.  Subject to certain
exemptions, this document does not constitute an offer of New Shares to any
person with a registered address, or who is resident in, the United States.
There will be no public offer in the United States.  Outside of the United
States, the New Shares are being offered in reliance on Regulation S under the
US Securities Act.  The New Shares will not qualify for distribution under
the relevant securities laws of Australia, Canada, the Republic of Ireland,
the Republic of South Africa or Japan, nor has any prospectus in relation to
the New Shares been lodged with, or registered by, the Australian Securities
and Investments Commission or the Japanese Ministry of Finance.  Accordingly,
subject to certain exemptions, the New Shares may not be offered, sold, taken
up, delivered or transferred in, into or from the United States, Australia,
Canada, the Republic of Ireland, the Republic of South Africa, Japan or any
other jurisdiction where to do so would constitute a breach of local
securities laws or regulations (each a "Restricted Jurisdiction") or to or for
the account or benefit of any national, resident or citizen of a Restricted
Jurisdiction.  This document does not constitute an offer to issue or sell,
or the solicitation of an offer to subscribe for or purchase, any New Shares
to any person in a Restricted Jurisdiction and is not for distribution in,
into or from a Restricted Jurisdiction.

The New Shares have not been approved or disapproved by the US Securities and
Exchange Commission, or any other securities commission or regulatory
authority of the United States, nor have any of the foregoing authorities
passed upon or endorsed the merits of the offering of the New Shares nor have
they approved this document or confirmed the accuracy or adequacy of the
information contained in this document.  Any representation to the contrary
is a criminal offence in the US.

Shareholders who are not resident in the United Kingdom should note that they
should satisfy themselves that they have fully observed any applicable legal
requirements under the laws of their relevant jurisdiction in relation to the
Proposals.

The person responsible for arranging the release of this Announcement on
behalf of EARNZ is John Charlton, a director of EARNZ.

 

            Issue Statistics
 Number of Existing Shares in issue at the date of this Announcement             954,649,417
 Number of Existing Shares expected to be in issue immediately prior to the      954,649,500
 Record Date

 Conversion ratio of Existing Shares                                             1 Consolidated Share: 100 Existing Shares

 Number of Consolidated Shares expected to be in issue following the             9,546,495
 Consolidation

 Nominal value per Existing Share prior to the Consolidation                     0.04 pence

 Nominal value per Consolidated Share following the Consolidation                4.0 pence

 Number of Placing Shares to be issued at the Issue Price                        39,954,644

 Number of Subscription Shares to be issued at the Issue Price                   9,378,689

 Number of Loan Shares to be issued at the Issue Price                           4,000,000

 Issue Price                                                                     0.075 pence per Ordinary Share

(7.5 pence per New Ordinary Share)

 Total number of New Ordinary Shares in issue immediately following Admission    62,879,828

 Gross proceeds of the Placing                                                   £3.0 million

 Gross proceeds of the Subscription                                              £0.7 million

 Estimated net proceeds of the Placing and the Subscription receivable by the    £3.45 million
 Company

 ISIN for the Consolidated Shares                                                GB00BRC2TB67

 SEDOL for the Consolidated Shares                                               BRC2TB6

 

 

Expected Timetable of Events

 Publication and posting of the Circular                                        18 March 2024
 Latest time and date for receipt of completed Forms of Proxy and CREST voting  10.00 a.m. on 2 April 2024
 instructions
 General Meeting                                                                10.00 a.m. on 4 April 2024
 Record Date for the Consolidation                                              6.00 p.m. on 4 April 2024
 Admission of the Consolidated Shares and the New Shares to trading on AIM      8.00 a.m. on 8 April 2024
 expected to become effective
 Expected date for CREST accounts to be credited in respect of Consolidated     8 April 2024
 Shares and the New Shares in uncertificated form
 Expected date by which certificates in respect of Consolidated Shares and the  within 10 business days of Admission
 New Shares are to be despatched to certificated Shareholders

Notes:

1.     All references to time in this Announcement are to London time,
unless specifically stated otherwise, and are subject to change.  Any such
change will be notified to Shareholders by an announcement through a
Regulatory Information Service.

2.     Each of the times and dates in the above timetable is subject to
change. If any of the above times and/or dates change, the revised times and
dates will be notified to Shareholders by an announcement through a Regulatory
Information Service.

 

3.     All events listed in the above timetable following the General
Meeting are conditional on the passing of the Resolutions at the General
Meeting.

IMPORTANT NOTICES

Shore Capital Stockbrokers Limited and Shore Capital and Corporate Limited are
authorised and regulated by the Financial Conduct Authority (the "FCA") in the
United Kingdom and are acting exclusively for EARNZ and no one else in
connection with the Proposals, and SCS and SCC will not be responsible to
anyone (including any placees) other than EARNZ for providing the protections
afforded to its clients or for providing advice in relation to the Proposals
or any other matters referred to in this Announcement.

WH Ireland Limited is authorised and regulated by the FCA in the United
Kingdom and is acting exclusively for EARNZ and no one else in connection with
the Placing, and WH Ireland will not be responsible to anyone (including any
placees) other than EARNZ for providing the protections afforded to its
clients or for providing advice in relation to the Placing or any other
matters referred to in this Announcement.

No representation or warranty, express or implied, is or will be made as to,
or in relation to, and no responsibility or liability is or will be accepted
by the Joint Brokers or by any of their respective Representatives as to, or
in relation to, the accuracy or completeness of this Announcement or any other
written or oral information made available to or publicly available to any
interested party or its advisers, and any liability therefor is expressly
disclaimed.

The responsibilities of SCC as EARNZ's nominated adviser under the AIM Rules
for Nominated Advisers are owed solely to the London Stock Exchange and are
not owed to EARNZ or to any director of EARNZ or to any other person.

This Announcement may contain, or may be deemed to contain, "forward-looking
statements" with respect to certain of EARNZ's plans and its current goals and
expectations relating to its future financial condition, performance,
strategic initiatives, objectives and results.  Forward-looking statements
sometimes use words such as "aim", "anticipate", "target", "expect",
"estimate", "intend", "plan", "goal", "believe", "seek", "may", "could",
"outlook" or other words of similar meaning.  By their nature, all
forward-looking statements involve risk and uncertainty because they relate to
future events and circumstances which are beyond the control of EARNZ,
including amongst other things, United Kingdom domestic and global economic
business conditions, market-related risks such as fluctuations in interest
rates and exchange rates, the policies and actions of governmental and
regulatory authorities, the effect of competition, inflation, deflation, the
timing effect and other uncertainties of future acquisitions or combinations
within relevant industries, the effect of tax and other legislation and other
regulations in the jurisdictions in which EARNZ and its affiliates operate,
the effect of volatility in the equity, capital and credit markets on EARNZ's
profitability and ability to access capital and credit, a decline in EARNZ's
credit ratings; the effect of operational risks; and the loss of key
personnel.  As a result, the actual future financial condition, performance
and results of EARNZ may differ materially from the plans, goals and
expectations set forth in any forward-looking statements.  Any
forward-looking statements made in this Announcement by or on behalf of EARNZ
speak only as of the date they are made.  Except as required by applicable
law or regulation, EARNZ expressly disclaims any obligation or undertaking to
publish any updates or revisions to any forward-looking statements contained
in this Announcement to reflect any changes in EARNZ's expectations with
regard thereto or any changes in events, conditions or circumstances on which
any such statement is based.

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 EARNZ for the current or future financial years
would necessarily match or exceed the historical published earnings per share
of EARNZ.

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 from
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 the United States,
Australia, Canada, the Republic of South Africa or Japan.  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 the United States, Australia, Canada, the Republic of South Africa
or Japan or any other jurisdiction outside the United Kingdom or the EEA.

Neither the content of EARNZ's website nor any website accessible by
hyperlinks on EARNZ's website is incorporated in, or forms part of, this
Announcement.

Information to Distributors

UK product governance

Solely for the purposes of the product governance requirements contained
within Chapter 3 of the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK Product Governance Requirements"), and
disclaiming all and any liability, whether arising in tort, contract or
otherwise, which any "manufacturer" (for the purposes of 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 such securities are: (i) compatible with an end target market of
investors who meet the criteria of retail investors and investors who meet the
criteria of professional clients and eligible counterparties, each as defined
in paragraph 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii)
eligible for distribution through all distribution channels (the "Target
Market Assessment").  Notwithstanding the Target Market Assessment,
distributors (for the purposes of UK Product Governance Requirements) should
note that: (a) the price of the Placing Shares may decline and investors could
lose all or part of their investment; (b) the Placing Shares offer no
guaranteed income and no capital protection; and (c) 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, the Joint Brokers
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 or appropriateness for the purposes of
Chapter 9A or 10A respectively of the FCA Handbook Conduct of Business
Sourcebook; 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.

EEA product governance

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 in
the European Economic Area (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 the Placing Shares are: (i) compatible with an end
target market of (a) retail investors, (b) investors who meet the criteria of
professional clients and (c) eligible counterparties, each as defined in MiFID
II; and (ii) eligible for distribution through all distribution channels as
are permitted by MiFID II (the "EU Target Market Assessment").
Notwithstanding the EU 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
EU Target Market Assessment, the Joint Brokers will only procure investors who
meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the EU Target Market Assessment does not
constitute: (a) an assessment of suitability or 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.

 

DEFINITIONS

The following definitions apply throughout this Announcement unless the
context otherwise requires:

 Additional Shares            the 83 additional Ordinary Shares to be issued immediately prior to the Record
                              Date so that the total number of Existing Shares in issue shall be exactly
                              divisible by 100;

 Admission                    the admission of the Consolidated Shares and the New Shares to trading on AIM
                              becoming effective in accordance with Rule 6 of the AIM Rules, expected to be
                              at 8.00a.m. on 8 April 2024;

 AIM Rules                    the AIM Rules for Companies published by the London Stock Exchange (as amended

                            from time to time);

 Articles                     the Company's articles of association;

 Board or Directors           the board of directors of the Company;

 Company                      EARNZ plc (incorporated and registered in England and Wales with company

                            number 10114644), whose registered office is at Holborn Gate, 330 Holborn,
                              London, England, WC1V 7QT;

 Consolidated Shares          ordinary shares of 4 pence each in the capital of the Company following the

                            completion of the Consolidation;

 Consolidation                the proposed consolidation of every 100 Existing Share into 1 Consolidated
                              Share;

 Consolidation Resolution     Resolution 1 to be proposed to the Shareholders at the General Meeting to
                              approve the Consolidation;

 CREST                        the computerised settlement system (as defined in the CREST Regulations)

                            operated by Euroclear UK & International Limited which facilitates the
                              transfer of title to share in uncertificated form;

 Existing Shares              the fully paid ordinary shares of 0.04 pence each in the capital of the
                              Company prior to the Record Date;

 FCA                          the UK Financial Conduct Authority;

 Form of Proxy                the form of proxy accompanying this document for use at the General Meeting;

 Fractional Entitlement       a fractional entitlement to a Consolidated Share arising on the Consolidation;

 FSMA                         the Financial Services and Markets Act 2000 (as amended);

 General Meeting              the general meeting of the Company to be held at the offices of Shore Capital,

                            Cassini House, 57 St James's Street, London SW1A 1LD at 10.00 a.m. on 4 April
                              2024;

 Issue Price                  7.5 pence per New Share;

 Loan Conversion              the conversion of Bob Holt's loan of £300,000 to the Company into the Loan

                            Shares, subject to Admission;

 Loan Shares                  the 4,000,000 New Ordinary Shares to be allotted to Bob Holt in respect of the
                              Loan Conversion;

 London Stock Exchange        London Stock Exchange plc;

 New Ordinary Shares          new ordinary shares of 4 pence each in the capital of the Company (in issue
                              after the Consolidation);

 New Shares                   together the Placing Shares, the Subscription Shares and the Loan Shares;

 Notice                       the notice set out at the end of this document convening the General Meeting;

 Ordinary Shares              the ordinary shares of 0.04 pence per share in the capital of the Company (in
                              issue prior to the Consolidation);

 Placees                      the persons who agree conditionally to acquire the Placing Shares pursuant to
                              the Placing;

 Placing                      the proposed placing by Shore Capital Stockbrokers and WH Ireland of the
                              Placing Shares;

 Placing Agreement            the conditional placing agreement dated 18 March 2024 between (1) the Company,
                              (2) Shore Capital and Corporate, (3) Shore Capital Stockbrokers and (4) WH
                              Ireland setting out the terms and conditions of the Placing;

 Placing Shares               39,954,644 New Ordinary Shares to be allotted pursuant to the Placing;

 Proposals                    together the Consolidation, the Placing, the Subscription and the Loan
                              Conversion;

 Prospectus Regulation Rules  the prospectus regulation rules made by the FCA pursuant to section 73A of the
                              FSMA;

 Record Date                  the record date for the Consolidation, being 6.00 p.m. on 4 April 2024;

 Resolutions                  the resolutions to be proposed at the General Meeting to approve the
                              Consolidation and the issue of the New Shares;

 Shareholders                 holders of ordinary shares in the capital of the Company;

 Shore Capital                together, Shore Capital and Corporate and Shore Capital Stockbrokers;

 Shore Capital and Corporate  Shore Capital and Corporate Limited;

 Shore Capital Stockbrokers   Shore Capital Stockbrokers Limited;

 Subscription                 the proposed subscription by certain investors for the Subscription Shares at
                              the Issue Price;

 Subscription Shares          9,378,689 New Ordinary Shares to be allotted pursuant to the Subscription; and

 WH Ireland                   W H Ireland Limited.

 

 

 

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