REG - EQTEC PLC - New Investor Subscription and Debt Conversion

EQTECAnnouncement

13/02/2024 07:00

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RNS Number : 8873C  EQTEC PLC  13 February 2024

13 February 2024

 

EQTEC plc

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

 

Subscription of £0.5 million by new strategic investor

Conversion of debt into equity by significant shareholders

Expected sale of remaining shares held by YA-RF Lenders

 

EQTEC plc (AIM: EQT), a global technology innovator powering distributed,
decarbonised, new energy infrastructure through its waste-to-value solutions
for hydrogen, biofuels, and energy generation, is pleased to announce that it
has successfully raised gross proceeds of £0.5 million by means of  a direct
subscription (the "Subscription") of 21,276,596 new ordinary €0.01 shares
("Ordinary Shares") at a price of 2.35 pence per share  (the "Subscription
Price") (the "Subscription Shares") by Verde Corporation ("Verde").

 

The Subscription Shares equate to approximately 11.72% of the Company's
current issued ordinary share capital and the Subscription Price represents
the mid-market closing price of 2.35 pence per Ordinary Share on 9 February
2024.

 

The proceeds of the Subscription will be used to contribute to the ongoing
working capital requirements of the Group.

 

In connection with the subscription by Verde, Altair Group Investment Limited
("Altair") and Pitcole Limited ("Pitcole"), both significant existing
shareholders in the Company, have agreed with the Company to convert,
conditional upon Admission, their respective outstanding loan balances under
the £3.0 million syndicated loan facility (the "Facility") announced on 20
November 2023 ("the Shareholder Conversions").

 

The Company has also introduced a UK Special Situations investor  to YA II PN
Ltd and Riverfort Global Opportunities PCC Limited (the "YA-RF Lenders"), to
purchase the remaining balance of 10,162,349 Ordinary Shares currently held by
held by the YA-RF Lenders, issued to them pursuant to the debt restructuring
transaction announced by the Company on 20 November 2023.

 

Subscription by new strategic investor

 

Verde is a newly formed entity which is part of the US based Verde group of
companies ("Verde Group"), a diversified group of businesses focused on
opportunities with a sustainability and technology focus. Following the
Subscription, Verde will be interested in 9.67% of the enlarged ordinary share
capital of the Company following Admission (as defined below).

 

Completion of the Subscription is conditional, inter alia, on the proceeds of
the Subscription having been received by the Company prior to 19 February 2024
and admission of the Subscription Shares to trading on AIM ("Admission") by 22
February 2024 (or such later time as the Company may determine, being not
later than 26 February 2024).

 

Pursuant to the Subscription agreement, Verde has also committed to make a
second subscription for new Ordinary Shares of £1 million (the "Second
Subscription") at 4.75 pence per share, over 100% premium to the current share
price, and would receive an equal number of warrants to the Second
Subscription shares at a strike price of 4.75p and with a duration of
48-months. The Second Subscription is conditional, inter alia, on completion
to Verde's satisfaction of an ongoing due diligence exercise on the Company
and shareholder approval to be sought at an Extraordinary General Meeting for
the issue and allotment of any shares to be issued pursuant to the Second
Subscription, such General Meeting to be convened as and when Verde confirm
satisfactory completion of their due diligence exercise.  Under the
agreement, admission of the shares to be issued pursuant to the Second
Subscription, if completed, must be by no later than 28 March 2024. Verde has
committed not to trade any Subscription Shares until after either they have
completed the Second Subscription or notified the Company in writing of their
non-participation in the Second Subscription, and the Company has issued an
announcement to that effect. If at any time, Verde is interested in 10% of
more of the Company's issued shares, they will have the right to appoint a
representative Director to the Board of the Company.

 

The Verde Group currently has holdings in companies within the sectors of new
energy and biofuels, including infrastructure, industrial technology and
storage. Verde Group's strategy is to acquire equity positions and work
closely with the management, in businesses with strong synergies to leverage
and exploit commercial and operational synergies between the various holdings
of the Verde Group.

 

Conversion of debt into equity by significant shareholders

 

In connection with the subscription by Verde, Altair Group Investment Limited
("Altair") and Pitcole Limited ("Pitcole"), both significant existing
shareholders in the Company, have agreed with the Company to convert,
conditional upon Admission (as defined below), their respective outstanding
loan balances under the £3.0 million syndicated loan facility (the
"Facility") announced on 20 November 2023 ("the Shareholder Conversions").
Altair's balance under the Facility is £174,000 ("Altair Conversion") and
Pitcole's is £232,000 ("Pitcole Conversion"), both balances including
principal and interest.  A total amount of £406,000 is being converted into
17,276,596 new Ordinary Shares in the Company (the "Conversion Shares") at the
Subscription Price.  Following the Shareholder Conversions, the outstanding
principal balance remaining under the Facility is £600,000, held solely by
the YA-RF Lenders. Altair and Pitcole have signed lock-in agreements with the
Company, under which they have undertaken not to trade the Conversion Shares
until after 30 June 2024. The issue of the Conversion Shares is conditional on
completion of the Subscription.

 

 

Expected sale of remaining shares held by YA-RF Lenders

 

The Company has also introduced to the YF-RF Lenders a UK Special Situations
investor, Catalyse Capital Limited ("Catalyse"), to purchase the 10,162,349
Ordinary Shares currently held the YA-RF Lenders, comprising the balance of
the Ordinary Shares issued to the YA-RF Lenders pursuant to the debt
restructuring transaction announced by the Company on 20 November 2023.  As a
result, the Company has been informed that Catalyse and the YA-RF Lenders will
shortly enter into a share purchase agreement and expect to execute the
transaction imminently.  Following this trade, the YA-RF Lenders would no
longer hold any Ordinary Shares in the Company but retain 26.4 million
warrants to subscribe for ordinary shares as detailed in the Company's
announcement of 29 November 2023. The strike price for these warrants is 7.87
pence, a premium of 286% to the Subscription Price.  The YA-RF Lenders have
undertaken to the Company, for a cash fee of £50,000, not to convert the
remaining £600,000 syndicated facility, until after 30 June 2024.

 

Related party transaction

 

Altair has an existing holding of 41,535,382 Ordinary Shares in the Company
representing 22.89% of the Company's issued share capital and Pitcole has an
existing holding of 23,502,160 Ordinary Shares in the Company representing
12.95% of the Company's issued share capital, and as such they are each
substantial shareholders as defined in the AIM Rules for Companies (the "AIM
Rules"). As a result, the Shareholder Conversions are related party
transactions pursuant to Rule 13 of the AIM Rules. Accordingly, the Directors
of the Company, having consulted with the Company's Nominated Adviser, Strand
Hanson Limited, consider the terms of Shareholder Conversions to be fair and
reasonable insofar as the Company's shareholders are concerned.

 

 

Admission and Total Voting Rights

 

The Subscription and the Shareholder Conversions have been conducted utilising
the Company's existing share authorities. The Subscription Shares and the
Conversion Shares will rank pari passu in all respects with the Company's
existing Ordinary Shares.

 

Application will be made to the London Stock Exchange for admission of the new
Ordinary Shares being issued pursuant to the Subscription and the Shareholder
Conversions, being in aggregate 38,553,191 new Ordinary Shares  and it is
expected that Admission will become effective and that dealings in the New
Shares on AIM will commence at 8.00 a.m. on or around 22 February 2024.

 

Following Admission, there will be 220,039,081 Ordinary Shares in issue. The
Company holds no Ordinary Shares in Treasury. This number may be used by
shareholders as the denominator for the calculation by which they will
determine if they are required to notify their interest in, or a change in
their interest in, the share capital of the Company under the FCA's Disclosure
Guidance and Transparency Rules.

 

This announcement contains inside information as defined in Article 7 of the
EU Market Abuse Regulation No 596/2014, as it forms part of United Kingdom
domestic law by virtue of the European Union (Withdrawal) Act 2018, as
amended, and has been announced in accordance with the Company's obligations
under Article 17 of that Regulation.

 

ENQUIRIES

 

 EQTEC plc                                      +44 20 3883 7009

 David Palumbo / Jeffrey Vander Linden

 Strand Hanson - Nomad & Financial Adviser      +44 20 7409 3494

 James Harris / Richard Johnson

 Fortified Securities - Broker                  +44 20 3411 7773

 Guy Wheatley

 Global Investment Strategy UK Ltd - Broker     +44 20 7048 9045

 Samantha Esqulant

 Panmure Gordon - Broker                        +44 20 7886 2500

 Hugh Rich

 

About EQTEC

 

As one of the world's most experienced thermochemical conversion technology
and engineering companies, EQTEC delivers waste management and new energy
solutions through best-in-class innovation and infrastructure engineering and
value-added services to owner-operators. EQTEC is one of only a few technology
providers directly addressing the challenge of replacing fossil fuels for
reliable, baseload energy. EQTEC's proven, proprietary and patented technology
is at the centre of clean energy projects, sourcing local waste, championing
local businesses, creating local jobs and supporting the transition to
localised, decentralised and resilient energy systems.

 

EQTEC designs, specifies and delivers clean, syngas production solutions in
the USA, EU and UK, with highly efficient equipment that is modular and
scalable from 1MW to 30MW. EQTEC's versatile solutions process 60 varieties of
feedstock, including forestry waste, agricultural waste, industrial waste and
municipal waste, all with no hazardous or toxic emissions. EQTEC's solutions
produce a pure, high-quality synthesis gas ("syngas") that can be used for the
widest range of applications, including the generation of electricity and
heat, production of renewable natural gas (through methanation) or biofuels
(through Fischer-Tropsch, gas-to-liquid processing) and reforming of hydrogen.

 

EQTEC's technology integration capabilities enable the Group to lead
collaborative ecosystems of qualified partners and to build sustainable waste
reduction and green energy infrastructure around the world.

 

The Company is quoted on the London Stock Exchange's Alternative Investment
Market (AIM) (ticker: EQT) and the London Stock Exchange has awarded EQTEC the
Green Economy Mark, which recognises listed companies with 50% or more of
revenues from environmental/green solutions.

 

Further information on the Company can be found at www.eqtec.com
(http://www.eqtec.com/) .

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