REG - Libertine Holdings - Appointment of Administrators & Nomad Resignation

Libertine HoldingsAnnouncement

28/08/2024 15:45

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RNS Number : 0424C  Libertine Holdings PLC  28 August 2024

28 August 2024

 

This announcement contains inside information for the purposes of Article 7 of
Regulation (EU) No 596/2014 as it forms part of UK domestic law by virtue of
the European Union (Withdrawal) Act 2018 ("MAR"). Upon the publication of this
announcement via the Regulatory Information Service, this inside information
is now considered to be in the public domain.

 

Libertine Holdings PLC (in Administration)

 

("Libertine" the "Company" or the "Group")

 

Notice of Appointment of Administrators and Resignation of Nominated Adviser

 

Further to the announcement made on 19 August 2024, the Company has continued
to seek advice on its appropriate next steps, in light of funds not being
received from Reliant FZCO, pursuant to the terms of the Bridging Loan
Agreement. Working with Interpath Advisory, the Company has explored the
potential sale of its wholly owned subsidiary Libertine FPE Limited
(registered number 07022645) or its assets.

 

The Board confirms that the Company received an offer from Sam Cockerill
Limited (a company owned by Sam Cockerill, the Company's Chief Executive
Officer) to purchase 100% of the share capital of Libertine FPE Limited and
intelliGEN Inc for a total aggregate cash consideration of £110,000, subject
to certain terms and conditions. Following consultation with Interpath
Advisory and the Company's lawyers, an independent sub-committee of the Board
concluded that in the absence of any alternative options, the offer represents
the best outcome for minimising the loss to the Company's creditors.

 

In light of the offer received, the Company has concluded that it will not be
able to meet its liabilities as they fall due and consequently, the Board
filed a notice of appointment of James Clark and Howard Smith, of Interpath
Advisory, as joint administrators of Libertine Holdings PLC in Court on 27
August 2024.

 

Immediately following the appointment of the Joint Administrators, a sale of
the shares in Libertine FPE Limited and intelliGEN Inc was completed to Sam
Cockerill Limited for total aggregate cash consideration of £110,000
("Sale"). Both Libertine FPE Limited and intelliGEN Inc were wholly owned by
Libertine Holdings PLC.

 

As the Company's Nominated Adviser was not consulted with regards to the Sale
to Sam Cockerill Limited prior to its execution, the independent directors
have not consulted with the Nominated Adviser that the terms of the Sale are
fair and reasonable insofar as shareholders are concerned, pursuant to AIM
Rule 13.

 

Following the Sale, pursuant to AIM Rule 15, the Company is now regarded as an
AIM Rule 15 cash shell ("AIM Rule 15 Cash Shell"). As an AIM Rule 15 Cash
Shell, the Company is required to make an acquisition, or acquisitions, which
constitutes a reverse takeover under AIM Rule 14 or seek to become an
investing company pursuant to AIM Rule 8 within six months from 27 August
2024, failing which its shares will be suspended (noting that trading in the
Company's ordinary shares has been suspended since 29 July 2024).

 

Resignation of Nominated Adviser

 

Panmure Liberum Limited has resigned as Nominated Adviser and Broker to the
Company with immediate effect. The Company's ordinary shares remain suspended
from trading and pursuant to AIM Rule 1, if a replacement Nominated Adviser is
not appointed within one month, the admission of the Company's ordinary shares
to trading on AIM will be cancelled.

 

Further announcements will be made as appropriate in due course.

 

Defined terms in this announcement bear the same meanings as in the
announcement published by the Company on 19 August 2024 unless otherwise
indicated.

 

For more information, please visit www.libertine.co.uk
(http://www.libertine.co.uk) or contact:

 

 Libertine Holdings PLC                                                     via Tavistock
 Sam Cockerill, Chief Executive Officer
 Gareth Hague, Chief Financial Officer

 Interpath Advisory                                                         via Tavistock
 James Clark (Joint Administrator, acting as agent for the Company without
 personal liability)

 Tavistock (Public Relations and Investor Relations)                        +44 207 920 3150
 Rebecca Hislaire                                                           libertine@tavistock.co.uk
 Saskia Sizen

 

About Libertine

Founded in 2009, Libertine provides technology platform solutions for Original
Equipment Manufacturers ("OEMs"), enabling efficient and clean power
generation from renewable fuels, and more effective energy storage devices and
gas compressor systems. Libertine was admitted to trading on the AIM market of
the London Stock Exchange in December 2021.

Libertine has created two technology platforms, each using the same core
technology elements, which the Company provides to its OEM customers for their
development of Linear Generator and Linear Motor products:

-       The intelliGEN™ platform enables the creation of clean, highly
efficient and fuel-flexible Linear Generator products including:

•      Heavy-duty hybrid powertrains of trucks, buses, tractors,
construction and mining equipment;

•      Medium and light-duty hybrid powertrains of commercial vehicles
operating over longer distances;

•      A proportion of the passenger automotive market where vehicle
use and recharging constraints are a barrier to battery electrification; and

•      A wide range of off-grid, portable power and distributed power
generation applications.

 

-       The HEXAGEN(TM) platform enables more effective energy storage,
thermal power generation, waste heat recovery and gas compression products
including:

•      Stirling Engine power generators and thermal energy storage
systems;

•      Linear motor reciprocating compressor (LMRC) systems for
hydrogen refuelling stations; and

•      Organic Rankine Cycle waste heat recovery systems.

 

These two platforms are a result of over a decade of development and
performance validation of Libertine's proprietary core technology elements
including its linear electrical machines, controls and developer tools, and
are protected by a broad international portfolio of over 40 granted patents,
with multiple further patents pending protecting recent developments.

The potential market for Linear Generator products goes well beyond the
distributed power generation applications where Linear Generators are already
in commercial use today, complementing intermittent renewable power with
clean, on-demand power generation. Linear Generators also have the potential
to complement battery electrification in hybrid powertrains, providing
on-board power generation to address the practical and economic barriers to
rapid adoption of clean electric propulsion using battery electric powertrain
technology alone.

Working with OEMs from an early stage in the development cycle ensures
Libertine's technology is effectively integrated into OEM products, maximising
the performance and economic benefits provided by Libertine's platform
technology. Libertine has developed a portfolio of over 30 granted patents in
addition to a significant body of technical know-how generated since the
Company's formation. The Company's senior management team and board includes
executives with decades of deep technical experience in the automotive and
energy industries.

 

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