REG - Milton Capital PLC - Potential Acquisition & Suspension of Listing

Milton CapitalAnnouncement

08/10/2024 08:15

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RNS Number : 3361H  Milton Capital PLC  08 October 2024

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF REGULATION
11 OF THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS 2019/310

8 October 2024

 

Milton Capital Plc

("Milton" or the "Company")

Potential Acquisition & Suspension of Listing and Trading

Milton Capital Plc, the London-listed cash shell whose business is identifying
potential reverse takeover opportunities, is pleased to provide the following
update.

As previously announced, following the appointment of new management, Milton
has been running an active business development programme. Over the course of
the past year, the Company has reviewed many acquisition opportunities.
Following extensive due diligence, Milton is now pleased to announce that it
has executed a Non-Binding Term Sheet ("HoT") and Exclusivity Agreement ("EA")
in respect of one such opportunity (the "Potential Acquisition").

Milton and Horizon Energy Global Corporation (the "Vendor") have entered
into the HoT and EA with the purpose of negotiating and completing a
Share Purchase Agreement in respect of certain subsidiary companies of the
Vendor which include certain assets held by them in-line with the agreed HoT
("Target Companies"). The EA covers the period to 31 January 2025.

The Vendor, a global energy transition company, wishes to separate its
European assets from its core North American domestic business
and believes a business combination with Milton will provide its
shareholders with the best opportunity to progress these assets.
 Milton's board believes that the assets held by the Target Companies
represent an outstanding opportunity with high prospectivity.

Milton's executive team will lead the enlarged group supported by
non-executive directors from both the Vendor and Milton. The management team
of the combined enterprise will be supplemented by the
Vendors' well-regarded and experienced UK-based technical team.

The nature of the transaction would constitute a reverse takeover (RTO) of
Milton and it is currently envisaged, if the Potential Acquisition proceeds,
that the enlarged group will seek admission to trading on AIM.

It should be noted, whilst thought achievable, the Potential Acquisition will
be conditional on a number of conditions precedent, some that are outside
the control of either board.

Suspension of Ordinary Shares

Due to the nature of the Potential Acquisition, it will constitute an initial
transaction under the UK Listing Rules since, inter alia, it will result in a
fundamental change in the business of the Company.

The Company has therefore requested to the FCA that the listing of its
Ordinary Shares on the FCA Official List is suspended with effect from 07:30
a.m. today under Rule 21.3 of the UK Listing Rules, until completion of
Potential Acquisition, or it being announced that the Potential Acquisition
will not proceed.

As the Potential Acquisition constitutes an initial transaction under the UK
Listing Rules, on completion of the Potential Acquisition, the Company's
listing on the Equity Shares (Shell) category of the Official List of all
existing Ordinary Shares will be cancelled.  As noted above, the Company
intends that the enlarged group will be listed on AIM.

The Company will provide further information on the Potential Acquisition in
due course.

This announcement contains information which, prior to its disclosure, was
inside information for the purpose of the Market Abuse Regulation (as in force
in the United Kingdom).

Enquiries:

Milton Capital

Edward Dawson, Chief Executive Officer

Tel: +44 (0)20 7390 0236 (via Vigo Consulting)

 

Peterhouse Capital Limited (Financial Adviser)

Brefo Gyasi / Guy Miller

Tel: +44 (0)20 7469 0930

 

Vigo Consulting (Investor Relations)

Ben Simons / Finlay Thomson

Tel: +44 (0)20 7390 0236

 

Website: https://www.milton-capital.co.uk/ (https://www.milton-capital.co.uk/)

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