Notice of AGM, Investment Rights in GEM Energia Ltd and Board Changes
05/11/2024 14:09
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO
CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION
(EU) NO. 596/2014, AS AMENDED ("MAR"). ON THE PUBLICATION OF THIS
ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE ("RIS"), THIS INSIDE
INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
Igraine plc
AQSE: KING
(“Igraine” or “the Company”)
Notice of Annual General Meeting
Exclusive Investment Rights in GEM Energia Ltd
Board Changes
Further to the announcement of 21 October 2024, Igraine is pleased to announce
the posting today of its Notice of Annual General Meeting ("AGM") and Circular
to Shareholders. Shareholders will be asked to approve, amongst the standard
AGM Resolutions, approval for the exclusive Investment Rights over GEM Energia
Limited ("GEM") and its subsidiaries battery storage projects, including a
right of first refusal on all current and future battery storage projects
within GEM's portfolio.
The Circular includes a Notice of AGM, Report and Accounts and a Form of Proxy
for the proposed Resolutions. The AGM and Circular will shortly be available
on the Company's website at https://igraineplc.com. The AGM will be held at
the offices of Peterhouse Capital Limited at 3rd Floor, 80 Cheapside, London,
EC2V 6EE, on 29 November 2024 at 3.00 p.m.
Subject to the passing of the Resolutions, David Levis will be appointed as
Executive Director, and his appointment is detailed in the Circular.
A copy of the Executive Director’s letter contained in the Circular are set
out in full below of this announcement without material amendment or
adjustment.
Capitalised terms in this announcement shall have the same meaning as in the
Circular.
The Directors of the Company, who have issued this RIS announcement after due
and careful enquiry, accept responsibility for its content.
Enquiries
Company:
Steve Winfield (Executive Director)
Steve@igraineplc.com
Simon Grant-Rennick (Non-Executive Director)
Simon@igraineplc.com
Investor relations : info@igraineplc.com
AQSE Growth Market Corporate Adviser:
Peterhouse Capital Limited
Tel: +44 (0) 207 469 0930
Letter from the Executive Director
IGRAINE PLC
(Incorporated in England and Wales with Registered No. 06400833)
Directors: Registered Office:
Stephen Winfield (Executive Director) Simon Grant-Rennick (Non-Executive Director) Hill Dickinson LLP8th Floor 20 PrimroseStreet The Broadgate TowerLondon, EC2A 2EW
To the Shareholders of Igraine Plc
Grant of Investment Rights Over GEM Energia Limited (GEM)
Amendment of Investment Strategy
Loan Facility with Vela Technologies Plc
and
Notice of Annual General Meeting
Dear Shareholder,
1. Introduction
As part of Igraine Plc’s strategic expansion, the Board is pleased to
propose a series of Resolutions aimed at supporting the Company’s future
growth and enhancing shareholder value. These Resolutions include the
allotment of relevant securities, the disapplication of pre-emption rights,
and the expansion of our investment strategy, which will enable us to
capitalise on new opportunities in the energy sector.
In particular, the Company is seeking Shareholder approval to allot new
Ordinary Shares as part of a proposed share issuance to GEM Energia Limited
("GEM"), a company specialising in the planning development of lithium-ion
battery energy storage systems across the United Kingdom. GEM, through its
wholly owned subsidiary, SPVs, focuses on identifying and bringing forward the
planning approvals of battery storage projects that are becoming instrumental
in stabilising the national grid and facilitating the integration of renewable
energy sources. As the UK's energy landscape transitions towards greener
solutions, the role of battery storage is increasingly vital, ensuring the
efficient utilisation of energy and enhancing grid stability.
To support these efforts, Igraine has secured exclusive Investment Rights in
GEM’s battery storage projects, with a right of first refusal on all current
and future projects. This arrangement not only positions Igraine to
participate in high-value energy infrastructure developments but also aligns
with our broader strategy of diversifying the Company’s investment
portfolio.
In consideration of these Investment Rights, the Board proposes the issuance
of 35,510,811 new Ordinary Shares to GEM. This issuance forms a crucial part
of the agreement, providing GEM with a meaningful equity stake in the Company
in exchange for the exclusive Investment Rights that they have granted to
Igraine.
1. Expansion of Investment Strategy and GEM detail
As announced on 21 October 2024, Igraine has conditionally entered into an
agreement with GEM for the grant of exclusive Investment Rights over GEM, that
includes the right of first refusal on all current and future battery storage
projects within GEM’s portfolio. To this extend, Igraine is requesting
permission from Shareholders to expand its investment strategy to include
investing in green energy renewable technology.
Subject to the Resolutions passing, the GEM exclusive Investment Rights
agreement terms will be:
* Igraine will fund all projects with investment planning projects in the GEM
portfolio and pipeline, through the creation of Special Purpose Investment
companies (“SPV”), for each project.
* Vela funding will advance the planning of battery storage sites up to RTB
stage, with a view to a sale thereafter.
* Igraine may be diluted through other third-party investors into the SPVs
* Pro-rata to Igraine’s shareholding in each SPV, it will receive 85% of the
proceeds from each successful sale, with the remaining 15% allocated to GEM.
Thus, if Igraine owns 60% of the SPV, on a sale of for example £1,000,000,
Igraine will receive £510,000 and GEM will receive £90,000.
GEM commercial rational:
* Costs to achieve suitable planning consent and obtain grid connection ranges
from circa £120,000 for a 30MW site up to circa £550,000 for a 400MW site,
depending on the capacity size of the land. The timing is typically over a
12-to-24-month period.
* At RTB, the expected sale value that a typical 100MW site can achieve is
between £6 - £12 million post granting of planning permission, compared to a
cost outlay of approximately £200,000.
* GEM currently has 6 sites that with available funding are ready to progress
to planning application stages and RTB.
1. Vela Technologies plc Convertible Loan Note Facility
To assist in funding GEM’s pipeline of development sites through to RTB,
Igraine has entered into a Convertible Loan Note Facility agreement with AIM
quoted Vela, with the first £50,000 tranche of a minimum £200,000 drawdown
facility, being made available on passing of the Resolutions.
Details of the Vela Convertible Loan Note Facility agreement are available in
the Vela RNS announced on 21 October 2024, on the LSE, and can be found at:
https://www.londonstockexchange.com/news-article/VELA/investment-in-igraine-plc-via-cln/16723034
1. Appointment of David Edward Levis, aged 59
The Board is also pleased to announce that David Levis, CEO and Director of
GEM, has agreed to join the Board of Directors of Igraine Plc as Executive
Director, subject to the Resolutions passing at the AGM. David brings with him
over a decade of experience in the development of large-scale energy projects,
including battery storage, solar energy, and energy-from-waste initiatives.
His extensive expertise in corporate finance, developed during his time with
KPMG Corporate Finance and BDO Corporate Finance, provides David with deep
insight into public offerings, private placements, and acquisition strategies.
We are confident that his wealth of experience will significantly strengthen
the Board’s ability to deliver on Igraine’s strategic goals.
Mr Levis has held the following directorships (including directorships of
companies registered outside England and Wales) within five years prior to the
date of this Document:
Proposed Director Current Directorships Past Directorships
Davids Levis
GEM Energia Limited AIB Holdings Limited
Green Energy Management Limited Atlantic Tattenhall Ltd
BES1 Holdings Limited Atlantic Ringmer 1 Ltd
BES2 Holdings Limited Bluestone Property & Developments Ltd
BES3 Holdings Limited Investment and Property Managers Ltd
DAR100 Holdings Limited Parkgate Atlantic Holdings Ltd
DAR400 Holdings Limited Aeternis Energy Ltd
FRN100 Holdings Limited
FRK50 Holdings Limited
Mr Levis does not hold any Ordinary Shares in the Company as at
the date of this Document.
There is no further information regarding Mr Levis to be
disclosed pursuant to Rule 4.9 of the Aquis Rules.
David Levis will enter into a service agreement with the Company, under the
terms of which he has agreed to act as an Executive Director. The service
agreement will become effective from the passing of the Resolutions and may be
terminated by either party giving to the other 1 months’ prior written
notice, such notice not to be given prior to the first anniversary of the
Annual General Meeting.
1. Creation of Performance Warrant Pool, Directors Holdings and GEM Holding
The Directors are also proposing under Resolution 8 to a create Performance
Warrant pool totalling 12,250,000 warrants over Ordinary Shares for the
benefit of Directors, management and advisors. The performance warrants will
have a strike price of 0.02p and a life to expiry of 5-years from the date of
grant, on passing of the Resolutions.
Conditional on approval of the Resolutions, the Directors’, Proposed
Director’s and GEM’s Ordinary Shares and Performance Warrants in the
Company will be as follows:
Directors, Proposed Director and GEM’s Ordinary Share holding Ordinary Shares held at date of this Document Total Ordinary Shares held on passing of the Resolutions
Simon Grant-Rennick (Director) 5,076,240 (% Issued Share Capital: 5.87%) 5,076,240 (% Issued Share Capital: 4.16%)
Stephen Winfield (Director) Nil Nil
David Levis (Proposed Director) Nil Nil
GEM* Nil 35,510,811(% Issued Share Capital: 29.10%)
* David Levis and his wife Gillian Levis together own 29.63% of
GEM’s issued share capital.
1. Action to be taken
Shareholders will find a Form of Proxy enclosed for use at the Annual General
Meeting. Whether or not you intend to be present at the Annual General
Meeting, you are requested to complete and return the Form of Proxy in
accordance with the instructions printed thereon as soon as possible.
To be valid, completed Forms of Proxy must be received by the Company’s
registrars, Share Registrars Limited, not later than 3.00 p.m. on 27 November
2024, being 48 business hours before the time appointed for holding the Annual
General Meeting. Alternatively, you can register your vote(s) for the Annual
General Meeting by logging on to www.shareregistrars.uk.com, clicking on the
“Proxy Vote” button and then following the on-screen instructions (you can
locate your log-in details on the top of the proxy form).
You are entitled to appoint a proxy to attend and to exercise all or any of
your rights to vote instead of you. Completion of the Form of Proxy will not
preclude you from attending and voting at the Annual General Meeting in person
if you so wish. Your attention is drawn to the notes to the Form of Proxy.
The notice of the Annual General Meeting is set out at the end of this
Document.
1. Recommendation
The Board believes that the flexibility granted through these Investment
Rights, particularly the ability to exit funded projects at the valuable RTB
stage or continue their development, offers significant potential to enhance
Shareholder value considerably.
Given the long-term benefits anticipated from this partnership with GEM and
the positive impact it is expected to have on Igraine’s strategic
positioning, the Board strongly recommends that Shareholders vote in favour of
the Resolutions, as they intend to do in respect of their own Ordinary Shares,
representing 5.87% of the Issued Share Capital. These proposals not only
advance Igraine’s strategic objectives but also offer considerable potential
for value creation, aligning with the Company’s goal of delivering
sustainable growth.
Yours faithfully,
Stephen Winfield
Executive Director
For and on behalf of the Board Igraine Plc
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