REG - Libertine Holdings - Financing Update

Libertine HoldingsAnnouncement

31/07/2024 14:30

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RNS Number : 6354Y  Libertine Holdings PLC  31 July 2024

31 July 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").

Libertine Holdings PLC

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

Financing Update

The board of directors of Libertine Holdings PLC (LSE AIM: LIB), a developer
of Linear Generator technology, provides an update regarding the Proposed
Investment.

 

The Company has entered into a bridging loan agreement ("Bridging Loan
Agreement") with Reliant FZCO with the aim of supporting the finalisation of
the Proposed Investment. Under the terms of the Bridging Loan Agreement,
Reliant FZCO will provide 2 tranches of £110,000 to the Company's UK bank
account. The first tranche is expected to be received on 16 August 2024 and
the second tranche is expected to be received on 14 September 2024, for a
total of £220,000 ("Loan Amount"), unsecured and interest free, to support
the working capital requirements of the Company.

 

Further to the Company's announcement on 1 July 2024, it is intended that the
conditional subscription agreement entered into between the Company and
Corporate International Financial Services Limited will be terminated.
Instead, as detailed in the Bridging Loan Agreement, it is intended that
Reliant FZCO and the Company will vary the terms of their original conditional
subscription agreement ("Original Subscription Agreement") to increase Reliant
FZCO's subscription from £1 million to £2 million on the same terms
("Proposed Investment").

 

The Bridging Loan shall be repayable in full 30 days following the date of the
payment of the Proposed Investment. The Company expects the payment received
pursuant to the Proposed Investment will be reduced by the quantum of the Loan
Amount. For the avoidance of doubt, the total aggregate funding expected to be
received by the Company pursuant to the Bridging Loan Agreement and the
Proposed Investment, is £2 million.

 

It is intended that Reliant FZCO will remit the Proposed Investment (less the
Loan Amount) before the end of September 2024 to a third party UK escrow
account. This is subject to the Company and Reliant FZCO entering into an
agreement to vary the terms of the Original Subscription Agreement.

 

For the avoidance of doubt, as at the time of this announcement, neither the
Loan Amount nor Proposed Investment has been received. The Company will
provide an announcement upon receipt of the first tranche of the Loan Amount.

 

Subject to the receipt of the £2 million subscription, less the Loan Amount,
the Company intends to publish a circular to shareholders ("Circular") and
convene a general meeting in order to meet the conditions of the Proposed
Investment as set out further in this announcement.

 

The Proposed Investment would result in the issue of up to 133,333,333
Ordinary Shares to Reliant FZCO ("Subscription Shares") which would result in
Reliant FZCO holding up to c.49% of the enlarged issued share capital of the
Company, absent any additional equity raise.

 

As previously announced, the Proposed Investment is subject to, amongst other
things: (i) receipt of funds into the Company's UK bank account or into a
third party UK escrow account; (ii) the Takeover Panel agreeing to waive the
obligation under Rule 9 of the City Code on Takeovers and Mergers ("Takeover
Code") to make a mandatory offer for the entire issued capital of the Company,
subject to the approval of the independent shareholders; and (iii) the Company
obtaining the necessary shareholder authorities at a general meeting of the
shareholders of the Company to issue the Subscription Shares.

 

Given the Company's current financial situation and the timing uncertainty
around the receipt of funds the Board still plans to engage an insolvency
practitioner to seek advice on the appropriate next steps. Given the ongoing
uncertainty regarding the Group's financial position trading in the Company's
ordinary shares on AIM continues to be suspended.

 

Defined terms in this announcement bear the same meanings as in the
announcement published by the Company on 29 July 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

 Panmure Liberum (NOMAD and Broker)                   +44 20 7886 2500
 James Sinclair-Ford
 Dougie McLeod
 Rauf Munir

 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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