REG - Molecular Energies - Cancellation of Listing

Molecular EnergiesAnnouncement

28/03/2024 07:00

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RNS Number : 6031I  Molecular Energies PLC  28 March 2024

28 March 2024

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE MARKET
ABUSE REGULATION (EU NO. 596/2014) AS IT FORMS PART OF UK DOMESTIC LAW BY
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED) ("MAR"). UPON
THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE,
THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

 

MOLECULAR ENERGIES PLC

("Molecular" or the "Company")

 

Update on IPO of Green House Capital Group plc

Proposed cancellation of admission of Ordinary Shares to trading on AIM

Re-registration as a Private Limited Company

Adoption of New Articles of Association

Notice of General Meeting

 

Molecular Energies plc (AIM: MEN), the international energy company, today
announces an update on the IPO of Green House Capital Group PLC ("Green
House"), the proposed cancellation of admission of its ordinary shares to
trading on AIM (the "Cancellation"), re-registration of the Company as a
private limited company (the "Re-registration") and the adoption of new
articles of association (the "New Articles").

The Company has today published a circular, extracts of which are published
below, setting out the background to and reasons for the proposed Cancellation
and the Re-registration and associated adoption of the New Articles (the
"Circular"). The Circular also contains a notice convening a general meeting
(the "General Meeting") at which Shareholders are invited to consider and, if
thought fit, approve the proposed Cancellation and the Re-registration and
associated adoption of the New Articles.

Peter Levine, Chairman, comments: "I take no joy in recommending the
cancellation of trading in Molecular's shares on AIM and know that this
proposal will impact many shareholders. However the primary benefits of being
listed are to avail oneself of access to capital, the ability to utilise one's
shares as currency and enjoying the reputational boost of being on the London
Stock Exchange. Molecular no longer receives any of those benefits and so can
no longer justify the disproportionately high costs of remaining listed. As a
Group its interests are best served by turning to the private arena where
Molecular can regenerate away from the microscope and constraints of the
public markets yet avail itself of funding and exit opportunities in some ways
more flexible and abundant than remaining as a small public company on the
London market.

Since I do understand the disappointment that this will cause and which I
wholeheartedly share, whilst making no commitment to do so, I do not rule out
in the fullness of time and subject to de-listing and on becoming a private
company making proposals to buy the shares of certain of those holders who
either do not wish or are unable to be invested in a private business.

My consideration in this direction reflects my conviction in the value of
Molecular as a whole and of the new businesses that we continue to generate
within the Company which the London market clearly does not recognise. I am
confident that Molecular and its various businesses will thrive once again as
a private enterprise with my continued support and invite any holders so
minded to continue the journey alongside. In return shareholders can be
assured that all who remain invested in whatever size will be dealt with
fairly and will benefit from the openness in relation to shareholder
communications through our website, social media and other channels, that we
have always sought to apply."

UPDATE ON IPO OF GREEN HOUSE CAPITAL GROUP PLC

The Board has reconsidered the potential merits of the IPO of its 75 per cent.
owned carbon removal and mitigation subsidiary, Green House Capital Group plc.
The Board takes the view given the considerations in relation to Molecular
outlined below and the ongoing adverse sentiment affecting the London capital
markets that an IPO of this business at its early stage of development is not
in the best interests of the Company or its Shareholders at the current time.
The Directors will in due course review options in relation to this
independently run group as this business becomes more mature sheltered from
the public markets. This may include separately and privately funding parts of
the group as may be appropriate.

DETAILS OF THE PROPOSED CANCELLATION AND RE-REGISTRATION

The Directors have conducted an assessment of the benefits and drawbacks to
the Company and its Shareholders of retaining its quotation on AIM, and
believe that Cancellation is in the best interests of the Company and its
Shareholders as a whole.

In reaching this conclusion, the Directors have considered the adverse share
price performance of the Company, its current market capitalisation, the
perception of the Company on AIM versus its potential, and the various
potential sources of capital available to the Company to fund its medium term
growth plans. In particular and without limit thereto, the Directors consider:

▪     that despite the best and continual efforts of the Company to set
forth its compelling investment case, its share price has continued to fall to
a level that the Board believes is far removed from the underlying value of
the Group. The Board considers that the reasons for this include that the
Company operates and invests in territories (e.g. the southern cone of South
America) that the London capital markets does not prioritise or fully
comprehend and what the Directors perceive as the current dysfunction of the
London markets with regard to small/micro cap companies. The Board believes
that the disconnected market value is damaging to the reputation of the
Company as it seeks to engage partners and grow its business. Accordingly, the
Board believes that Company's growth prospects are more readily accessible and
managed in a private market environment;

▪     that the continued quotation on AIM is thus unlikely to provide
the Company with significantly wider access to capital than the funding
options it already has. The Directors believe that an equity fundraise for the
purpose of either expansion or acquisition through the public markets would
not necessarily be available to the Company in the near or medium term or if
it were the Directors would not be able to recommend the likely dilutive
impact to existing shareholders. Further, the Company's existing major
shareholder has indicated that he is presently unwilling to provide further
capital support to the Company on an ongoing basis in the event that its
shares remain admitted to trading on AIM. Accordingly, the Board is of the
view that there may be greater opportunities to raise additional capital in
the private markets than remaining as a listed business;

▪     there has been limited liquidity in the Ordinary Shares for some
time and, consequently, the admission of the Ordinary Shares to trading on AIM
does not necessarily offer investors the opportunity to trade in meaningful
volumes or with frequency within an active market. With low trading volumes,
the Company's share price can move and has moved up or down significantly
following trades of disproportionately small volumes of Ordinary Shares. In
the opinion of the Directors, the volatile share price is detrimental to the
perception of the Group amongst customers, suppliers and other partners,
which, in turn, has the potential to negatively impact its product
development, staff incentives and morale and industry reputation;

▪    the considerable management time, cost and the legal and regulatory
burden associated with maintaining the Company's admission to trading on AIM
is, in the Directors' opinion and in the light of the above, disproportionate
to the benefits of the Company's continued admission to trading on AIM. Given
the lower costs associated with private limited company status, it is
estimated that the Cancellation and Re-registration will materially reduce the
Company's recurring administrative and adviser costs by approximately
£500,000 per annum, which the Directors believe can be better spent
supporting growth in the Group's business.

Following careful consideration, the Directors therefore believe that it is in
the best interests of the Company and Shareholders as a whole to seek the
proposed Cancellation and Re-registration at the earliest opportunity.

To be passed, the resolution in respect of the Cancellation requires, pursuant
to Rule 41 of the AIM Rules, the approval of not less than 75 per cent. of the
votes cast by Shareholders at the General Meeting. The resolution to approve
the Re-registration and the adoption of New Articles also requires the
approval of not less than 75 per cent. of the votes cast by shareholders at
the General Meeting.

The expected timetable for the proposed Cancellation and Re-registration is
set out below.

TRANSACTIONS IN THE ORDINARY SHARES PRIOR TO AND POST THE PROPOSED
CANCELLATION

Shareholders should note that they are able to continue trading in the
Ordinary Shares on AIM prior to the Cancellation. Shareholders should consult
with their own independent financial adviser and/or broker should they wish to
consider selling their interests in the market prior to the Cancellation
becoming effective.

Should the Resolutions be approved by Shareholders, the Company will implement
a matched bargain facility which would facilitate Shareholders buying and
selling Ordinary Shares on a matched bargain basis following Cancellation. In
anticipation of providing a matched bargain facility, the Company has sought
quotes from third party providers. Further details of the Matched Bargain
Facility will be communicated to Shareholders separately in due course and
made available on the Company's website.

Shareholders should also be aware that any such Matched Bargain Facility could
be withdrawn at a later date. Following Cancellation, the provision of a
Matched Bargain Facility will be kept under review by the Board and, in
determining whether to continue to offer a Matched Bargain Facility, the
Company shall consider expected (and communicated) Shareholder demand for such
a facility as well as the composition of the Company's register of members and
the costs to the Company and Shareholders.

THE GENERAL MEETING

The General Meeting will be held at Building 5, Carrwood Park, Selby Road,
Leeds, LS15 4LG at 11.00 a.m. on 15 April 2024.

The Company has received irrevocable undertakings from each of the Directors
and their connected parties to vote, or procure votes, in favour of the
Resolutions representing, in aggregate, Ordinary Shares. Accordingly, the
Company has received irrevocable undertakings to vote in favour of the
Resolutions representing approximately 30 per cent. of the Company's issued
share capital as at the date of this announcement.

CURRENT TRADING AND FUTURE PROSPECTS

On 1 March 2024, the Company announced an update on various corporate and
trading matters. In particular, the Company highlighted that the Tapir x-1
exploration well at the Pirity Concession in Paraguay had been suspended due
to drilling difficulties. This well has now been abandoned. The Company, along
with its partners in this well, are still reviewing what next steps they
should take regarding the Pirity Licence. It is highly probable that the
Company will decide to terminate all exploration activities in Paraguay which
will lead a complete write off of the Company's investment in that country in
the current financial year.

The Company also highlighted that it continues to receive cash contributions
from the sale of its former subsidiary, President Petroleum S.A., a company
that is ultimately wholly beneficially owned by Peter Levine, the Company's
Chairman and largest shareholder. Approximately US$1.28 million has now been
paid to Molecular over the last four months and the Company expects that it
will continue to receive further funds over the next two and a half years on
an ad hoc basis subject to the terms and conditions of the original sale
agreement. The Company is reliant upon these funds  to satisfy the ongoing
operational costs of the business and any surplus received above those
requirements will be applied to pursue new opportunities for the benefit of
all Shareholders. In particular, the Company continues to consider the
feasibility of moving into the sustainable aviation fuel business. It is
expected that these studies will continue for the next six months before a
decision is made to allocate further, more meaningful capital, into this
business line.

The Company continues to hold an 18.4 per cent. interest in the issued share
capital of Atome plc and is encouraged by the progress that company has made.
Shareholders are reminded that this stake in Atome plc acts as security
against a loan to the Company from IYA Global Limited, a company wholly
beneficially owned by Peter Levine, the Company's Chairman. US$12 million of
this loan is outstanding as at the date of this document and would be
immediately repayable in the event that Peter Levine or his related parties
cease to be the largest shareholder in the Company or if Peter Levine is
removed as Chairman of the Company.

As announced on 4 March 2024, Green House, the Company's 75 per cent. carbon
removal and mitigation subsidiary, has made significant commercial progress in
each of its businesses. Moreover, Green House has received advanced assurance
for prospective EIS investment under the UK government initiative which
encourages investment in qualifying early-stage companies by offering tax
benefits to qualifying investors who subscribe for new shares in Green House.
Due to the continued challenging public market conditions, the Directors have
decided that it is not in the best interests of the Company or its
Shareholders to pursue an IPO of Green House on AIM at this time. The
Directors will consider options for this independently run business in due
course.

GENERAL

Capitalised terms in this announcement, unless otherwise defined, have the
same meaning as will be set out in the Circular.

A copy of the Circular and the New Articles will be made available on the
Company's website at
https://www.molecularenergiesplc.com/investors/documents-circulars/.

For more information, please visit www.molecularenergiesplc.com
(http://www.molecularenergiesplc.com) or contact:

 

 Molecular Energies PLC                                              +44 (0)20 7016 7950

 Peter Levine, Chairman                                              info@molecularenergiesplc.com (mailto:info@molecularenergiesplc.com)

 Rob Shepherd, Group FD
 Cavendish Capital Markets Limited (Nominated Adviser & Broker)      +44 (0)20 7220 0500

 Simon Hicks

 George Dollemore
 Tavistock (Financial PR & IR)                                       +44 (0)20 7920 3150

 Simon Hudson, Nick Elwes, Saskia Sizen

 

For the purposes of MAR, Article 2 of Commission Implementing Regulation (EU)
2016/1055 and the UK version of such implementing regulation (as
amended), the person responsible for arranging for the release of this
Announcement on behalf of the Company is Peter Levine, Chairman.

 

 

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

 Event                                                                         2024
 Notice provided to the London Stock Exchange of the proposed Cancellation     26 March
 Publication and posting of this Document and Form of                          28 March
 Proxy to Shareholders
 Latest time and date for receipt of Forms of Proxy in respect of the General  11.00 a.m. on 11 April
 Meeting
 General Meeting                                                               11.00 a.m. on 15 April
 Last day of dealings in Ordinary Shares on AIM                                26 April
 Time and date of Cancellation((3))                                            7.00 a.m. on 29 April
 Re-registration as a private limited company                                  week commencing 1 May

 

Notes:

1.   References to times in this Document are to London time, unless
otherwise stated.

2.   Each of the times and dates in the above timetable is subject to
change. If any of the above times and/or dates change, the revised times and
dates will be notified to Shareholders by an announcement through a Regulatory
Information Service.

3.   The Cancellation requires the approval of not less than 75 per cent. of
the votes cast (in person or by proxy) by Shareholders at the General Meeting.

 

The following text is extracted from the Circular without amendment:

1.        Introduction

As announced by the Company on 28 March 2024, the Directors have concluded
that it is in the best interests of the Company and its Shareholders to cancel
the admission of the Ordinary Shares to trading on AIM. Pursuant to Rule 41 of
the AIM Rules, the Company (through its nominated advisers, Cavendish) has
notified the London Stock Exchange of the date of the proposed Cancellation.

The Cancellation is conditional, pursuant to Rule 41 of the AIM Rules, upon
the approval of not less than 75 per cent. of the votes cast by Shareholders
(whether present in person or by proxy) at the General Meeting, notice of
which is set out at Part 4 of this document.

Accordingly, the Company is seeking Shareholder approval for the Cancellation,
Re-registration and adoption of the New Articles at the General Meeting, which
has been convened for 11.00 a.m. on 15 April 2024 at Carrwood Park, Selby
Road, Leeds, LS15 4LG. If the Cancellation Resolution is passed at the General
Meeting, it is anticipated that the Cancellation will become effective at 7.00
a.m. on 29 April 2024.

The Company has received irrevocable undertakings from certain shareholders
and each of the Directors, to vote, or procure votes, in favour of the
Resolutions representing, in aggregate, 3,741,371 Ordinary Shares.

Accordingly, the Company has irrevocable undertakings to vote in favour of the
Resolutions by Shareholders representing approximately 30 per cent. of the
Company's issued share capital as at 27 March 2024 (being the latest
practicable date prior to publication of this Document).

The purpose of this Document is to seek Shareholder approval in respect of the
Resolutions, to provide information on the background and reasons for the
proposed Cancellation and the Re-registration and associated adoption of the
New Articles, to explain the consequences of the Cancellation and the
Re-registration and associated adoption of the New Articles and provide
reasons why the Directors unanimously consider the Cancellation and the
Re-registration and associated adoption of the New Articles to be in the best
interests of the Company and its Shareholders as a whole.

The Notice of the General Meeting is set out in Part 4 of this Document.

In addition, and as also announced by the Company today, the Board has
reconsidered the potential merits of the IPO of its 75 per cent. owned carbon
removal and mitigation subsidiary, Green House Capital Group plc. The Board
takes the view given the considerations in relation to Molecular outlined
below and the ongoing adverse sentiment affecting the London capital markets
that an IPO of this business at its early stage of development is not in the
best interests of the Company or its Shareholders at the current time. The
Directors will in due course review options in relation to this independently
run group as the business becomes more mature sheltered from the public
markets. This may include separately and privately funding parts of the Group
as may be appropriate.

2.        Background to and reasons for the Cancellation and
Re-registration

The Directors have conducted an assessment of the benefits and drawbacks to
the Company and its Shareholders of retaining its quotation on AIM, and
believe that Cancellation is in the best interests of the Company and its
Shareholders as a whole.

In reaching this conclusion, the Directors have considered the adverse share
price performance of the Company, its current market capitalisation, the
perception of the Company on AIM versus its potential, and the various
potential sources of capital available to the Company to fund its medium term
growth plans. In particular and without limit thereto, the Directors consider:

·        that despite the best and continual efforts of the Company to
set forth its compelling investment case, its share price has continued to
fall to a level that the Board believes is far removed from the underlying
value of the Group. The Board considers that the reasons for this include that
the Company operates and invests in territories (e.g. the southern cone of
South America) that the London capital markets does not prioritise or fully
comprehend and what the Directors perceive as the current dysfunction of the
London markets with regard to small/micro cap companies. The Board believes
that the disconnected market value is damaging to the reputation of the
Company as it seeks to engage partners and grow its business. Accordingly, the
Board believes that Company's growth prospects are more readily accessible and
managed in a private market environment;

·       that the continued quotation on AIM is thus unlikely to provide
the Company with significantly wider access to capital than the funding
options it already has. The Directors believe that an equity fundraise for the
purpose of either expansion or acquisition through the public markets would
not necessarily be available to the Company in the near or medium term or if
it were the Directors would not be able to recommend the likely dilutive
impact to existing shareholders. Further, Company's existing major shareholder
has indicated that he is presently unwilling to provide the capital support to
the Company on an ongoing basis in the event that its shares remain admitted
to trading on AIM. Accordingly, the Board is of the view that there may be
greater opportunities to raise additional capital in the private markets than
remaining as a listed business;

·       there has been limited liquidity in the Ordinary Shares for some
time and, consequently, the admission of the Ordinary Shares to trading on AIM
does not necessarily offer investors the opportunity to trade in meaningful
volumes or with frequency within an active market. With low trading volumes,
the Company's share price can move and has moved up or down significantly
following trades of disproportionately small volumes of Ordinary Shares. In
the opinion of the Directors, the volatile share price is detrimental to the
perception of the Group amongst customers, suppliers and other partners,
which, in turn, has the potential to negatively impact its product
development, staff incentives and morale and industry reputation;

·      the considerable management time, cost and the legal and regulatory
burden associated with maintaining the Company's admission to trading on AIM
is, in the Directors' opinion and in the light of the above, disproportionate
to the benefits of the Company's continued admission to trading on AIM. Given
the lower costs associated with private limited company status, it is
estimated that the Cancellation and Re-registration will materially reduce the
Company's recurring administrative and adviser costs by approximately
£500,000 per annum, which the Directors believe can be better spent
supporting growth in the Group's business.

Following careful consideration, the Directors therefore believe that it is in
the best interests of the Company and Shareholders as a whole to seek the
proposed Cancellation and Re-registration at the earliest opportunity.

In addition, in connection with the Re-registration, it is proposed that the
New Articles be adopted to reflect the change in the Company's status to a
private limited company. The principal effects of the Re-registration and the
adoption of the New Articles on the rights and obligations of Shareholders and
the Company are summarised in Part 2 of this Document.

3.        Process for, and principal effects of, the Cancellation

The Directors are aware that certain Shareholders may be unable or unwilling
to hold Ordinary Shares in the event that the Cancellation is approved and
becomes effective. Such Shareholders should consider selling their interests
in the market prior to the Cancellation becoming effective.

Under the AIM Rules, the Company is required to give at least 20 clear
Business Days' notice of Cancellation. Additionally, Cancellation will not
take effect until at least five clear Business Days have passed following the
passing of the Cancellation Resolution. If the Cancellation Resolution is
passed at the General Meeting, it is proposed that the last day of trading in
Ordinary Shares on AIM will be 26 April 2024 and that the Cancellation will
take effect at 7.00 a.m. on 29 April 2024.

The principal effects of the Cancellation will include the following:

·        there will be no formal market mechanism enabling the
Shareholders to trade Ordinary Shares. Save for the Matched Bargain Facility
referred to in paragraph 4.2 below, no other recognised market or trading
facility is intended to be put in place to facilitate the trading on the
Ordinary Shares;

·       while the Ordinary Shares will remain freely transferable, it is
possible that, following the publication of this Document, the liquidity and
marketability of the Ordinary Shares will be reduced and their value adversely
affected (however, as set out above, the Directors believe that the existing
liquidity in the Ordinary Shares is in any event limited);

·      the Ordinary Shares may be more difficult to sell compared to
shares of companies traded on AIM (or any other recognised market or trading
exchange);

·        in the absence of a formal market and quote, it may be
difficult for Shareholders to determine the market value of their investment
in the Company at any given time;

·       the regulatory and financial reporting regime applicable to
companies whose shares are admitted to trading on AIM will no longer apply;

·        Shareholders will no longer be afforded the protections given
by the AIM Rules, such as the requirement to be notified of price sensitive
information or certain events and the requirement that the Company seek
shareholder approval for certain corporate actions, where applicable,
including substantial transactions, reverse takeovers, related party
transactions and fundamental changes in the Company's business, including
certain acquisitions and disposals;

·       the levels of disclosure and corporate governance within the
Company may not be as stringent as for a company quoted on AIM;

·        the Company will no longer be subject to UK MAR regulating
inside information and other matters;

·        the Company will no longer be required to publicly disclose
any change in major shareholdings in the Company under the Disclosure Guidance
and Transparency Rules;

·        the Company will cease to have an independent nominated
adviser and broker;

·        whilst the Company's CREST facility will remain in place
immediately post the Cancellation, the Company's CREST facility may be
cancelled in the future and, although the Ordinary Shares will remain
transferable, they may cease to be transferable through CREST (in which case,
Shareholders who hold Ordinary Shares in CREST will receive share
certificates);

·        stamp duty will be due on transfers of shares and agreements
to transfer shares unless a relevant exemption or relief applies to a
particular transfer; and

·        the Cancellation and Re-registration may have personal
taxation consequences for Shareholders. Shareholders who are in any doubt
about their tax position should consult their own professional independent tax
adviser.

The above considerations are not exhaustive, and Shareholders should seek
their own independent advice when assessing the likely impact of the
Cancellation on them.

For the avoidance of doubt, the Company will remain registered with the
Registrar of Companies in England and Wales in accordance with and, subject to
the Companies Act, notwithstanding the Cancellation and Re-registration.

The Company currently intends to continue to provide certain facilities and
services to Shareholders that they currently enjoy as shareholders of an AIM
company. The Company will:

·       continue to communicate information about the Company (including
annual accounts) to its Shareholders, as required by the Companies Act;

·        continue to hold annual general meetings;

·        continue, for at least 12 months following the Cancellation,
to maintain its website, https://www.molecularenergiesplc.com
(https://www.molecularenergiesplc.com) and social media channels and post
updates on the each from time to time, although Shareholders should be aware
that there will be no obligation on the Company to include all of the
information required under the Disclosure Guidance and Transparency Rules, AIM
Rule 26 or to update the website as required by the AIM Rules. However, for at
least 12 months following Cancellation the Company will publish on its website
and via social media any information that the Board considers would have
required notification under Rules 10 and 11 of the AIM Rules for Companies;
and

·     implement the Matched Bargain Facility which will facilitate
Shareholders buying and selling Ordinary Shares on a matched bargain basis
following Cancellation.

Alexander Moody-Stuart has confirmed that he intends to resign as a Director
of the Company from the date of Cancellation.

The Resolutions to be proposed at the General Meeting include the adoption of
the New Articles, with effect from the Re-registration. A summary of the
principal differences between the Current Articles and the proposed New
Articles is included in Part 2 of this Document. A copy of the New Articles
can be viewed at

https://www.molecularenergiesplc.com/investors/aim-rule-26/.
(https://www.molecularenergiesplc.com/investors/aim-rule-26/)

 

4.      Transactions in the Ordinary Shares prior to and post the
proposed Cancellation

4.1          Prior to Cancellation

Shareholders should note that they are able to continue trading in the
Ordinary Shares on AIM prior to Cancellation.

4.2          Dealing and settlement arrangements

The Directors are aware that certain Shareholders may wish to acquire or
dispose of Ordinary Shares in the Company following the Cancellation.

Therefore, the Company has made arrangements for the Matched Bargain Facility
to assist Shareholders to trade in the Ordinary Shares to be put in place from
the day of Cancellation if the Resolution is passed. The Matched Bargain
Facility will be provided by JP Jenkins Limited ("JP Jenkins"). JP Jenkins is
a liquidity venue for unlisted or unquoted assets in companies, enabling
shareholders and prospective investors to buy and sell equity on a matched
bargain basis. JP Jenkins is a trading name of InfinitX Limited and Appointed
Representative of Prosper Capital LLP (FRN453007).

Under the Matched Bargain Facility, Shareholders or persons wishing to acquire
or dispose of Ordinary Shares will be able to leave an indication with JP
Jenkins, through their stockbroker (JP Jenkins is unable to deal directly with
members of the public), of the number of Ordinary Shares that they are
prepared to buy or sell at an agreed price. In the event that JP Jenkins is
able to match that order with an opposite sell or buy instruction, they would
contact both parties and then effect the bargain. Should the Cancellation
become effective and the Company put in place the Matched Bargain Facility,
details will be made available to Shareholders on the Company's website at
https://www.molecularenergiesplc.com/investors
(https://www.molecularenergiesplc.com/investors) and directly by letter or
e-mail (where appropriate).

Following Cancellation, the provision of the Matched Bargain Facility will be
kept under review by the Board and, in determining whether to continue to
offer a Matched Bargain Facility, the Company shall consider expected (and
communicated) Shareholder demand for such a facility as well as the
composition of the Company's register of members and the costs to the Company
and Shareholders.

Peter Levine recognising that Cancellation is not the outcome that
Shareholders, including himself, had anticipated at the time of their original
investment, has indicated, without commitment or obligation on his part, that,
in the fullness of time and subject to the passing of the Resolutions and
confirmation that the Takeover Code no longer applies to the Company, he does
not rule out making proposals to acquire shares of any shareholders then
wishing to dispose of their holdings on terms and conditions to be mutually
agreed on a matched bargain basis from time to time.

4.3          Directors' intentions

Each of the Directors has indicated their current intention to retain their
Ordinary Shares in the event that the Cancellation is implemented.

5.     Current Trading, Strategy and Prospects

On 1 March 2024, the Company announced an update on various corporate and
trading matters. In particular, the Company highlighted that the Tapir x-1
exploration well at the Pirity Concession in Paraguay had been suspended due
to drilling difficulties. This well has now been abandoned. The Company, along
with its partners in this well, are still reviewing what next steps they
should take regarding the Pirity Licence. It is highly probable that the
Company will decide to terminate all exploration activities in Paraguay which
will lead a complete write off of the Company's investment in that country in
the current financial year.

The Company also highlighted that it continues to receive cash contributions
from the sale of its former subsidiary, President Petroleum S.A., a company
that is ultimately wholly beneficially owned by Peter Levine, the Company's
Chairman and largest shareholder. Approximately US$1.28 million has now been
paid to Molecular over the last four months and the Company expects that it
will continue to receive further funds over the next two and a half years on
ad hoc basis subject to the terms and conditions of the original sale
agreement. The Company is reliant upon these funds to satisfy the ongoing
operational costs of the business and any surplus received above those
requirements will be applied to pursue new opportunities for the benefit of
all Shareholders. In particular, the Company continues to consider the
feasibility of moving into the sustainable aviation fuel business. It is
expected that these studies will continue for the next six months before a
decision is made to allocate further, more meaningful capital, into this
business line.

The Company continues to hold an 18.4 per cent. interest in the issued share
capital of Atome plc and is encouraged by the progress that company has made.
Shareholders are reminded that this stake in Atome plc acts as security
against a loan to the Company from IYA Global Limited, a company wholly
beneficially owned by Peter Levine, the Company's Chairman. US$12 million of
this loan is outstanding as at the date of this document and would be
immediately repayable in the event that Peter Levine or his related parties
cease to be the largest shareholder in the Company or if Peter Levine is
removed as Chairman of the Company.

As announced on 4 March 2024, Green House, the Company's 75 per cent. carbon
removal and mitigation subsidiary, has made significant commercial progress in
each of its businesses. Moreover, Green House has received advanced assurance
for prospective EIS investment under the UK government initiative which
encourages investment in qualifying early-stage companies by offering tax
benefits to qualifying investors who subscribe for new shares in Green House.
Due to the continued challenging public market conditions, the Directors have
decided that it is not in the best interests of the Company or its
Shareholders to pursue an IPO of Green House on AIM at this time. The
Directors will consider options for this independently run business in due
course.

6.     Re-registration

As set out above, following the Cancellation, the Directors believe that the
requirements and associated costs of the Company maintaining its public
company status will be difficult to justify and that the Company will benefit
from the more flexible requirements and lower costs associated with private
limited company status. It is therefore proposed to re-register the Company as
a private limited company. In connection with the Re-registration, it is
proposed that the New Articles be adopted to reflect the change in the
Company's status to a private limited company. The principal effects of the
Re-registration and the adoption of the New Articles on the rights and
obligations of Shareholders and the Company are summarised in Part 2 of this
Document.

An application will be made to the Registrar of Companies for the Company to
be re-registered as a private limited company. Re-registration will take
effect when the Registrar of Companies issues a certificate of incorporation
on Re-registration. The Registrar of Companies will issue the certificate of
incorporation on Re-registration when it is satisfied that no valid
application can be made to cancel the resolution to re-register as a private
limited company or that any such application to cancel the resolution to
re-register as a private limited company has been determined and confirmed by
the Court.

7.      Takeover Code

The Takeover Code applies to all offers for companies which have their
registered offices in the United Kingdom, the Channel Islands or the Isle of
Man if any of their equity share capital or other transferable securities
carrying voting rights are admitted to trading on a UK regulated market or a
UK multilateral trading facility or on any stock exchange in the Channel
Islands or the Isle of Man. The Takeover Code also applies to all offers for
companies (both public and private) which have their registered offices in the
United Kingdom, the Channel Islands or the Isle of Man and which are
considered by the Panel to have their place of central management and control
in the United Kingdom, the Channel Islands or the Isle of Man, but in relation
to private companies only if one of a number of conditions is met - for
example, if the company's shares were admitted to trading on a UK regulated
market or a UK multilateral trading facility or on any stock exchange in the
Channel Islands or the Isle of Man at any time in the preceding ten years.

If the Cancellation and Re-registration are approved by Shareholders at the
General Meeting, the Company will be re-registered as a private company and
its securities will no longer be admitted to trading on a regulated market or
a multilateral trading facility in the United Kingdom. In these circumstances,
the Takeover Code will only apply to the Company if it is considered by the
Panel to have its place of central management and control in the United
Kingdom, the Channel Islands or the Isle of Man. This is known as the
"residency test". In determining whether the residency test is satisfied, the
Panel has regard primarily to whether a majority of a company's directors are
resident in these jurisdictions.

The Panel has confirmed to the Company that, on the basis of the current
residency of the Directors and in light of the proposed resignation of
Alexander Moody-Stuart, the Company will not have its place of central
management and control in the United Kingdom following this resignation and
the Cancellation and Re-registration. As a result, in the event that the
Cancellation and Re-registration are approved by Shareholders at the General
Meeting and become effective, the Takeover Code will cease to apply to the
Company and Shareholders will no longer be afforded the protections provided
by the Takeover Code. This includes, but is not limited to, the requirement
for a mandatory cash offer to be made if either:

·       a person acquires an interest in shares which, when taken
together with the shares in which persons acting in concert with it are
interested, increases the percentage of shares carrying voting rights in which
it is interested to 30 per cent. or more; or

·       a person, together with persons acting in concert with it, is
interested in shares which in the aggregate carry not less than 30 per cent.
of the voting rights of a company but does not hold shares carrying more than
50 per cent. of such voting rights and such person, or any person acting in
concert with it, acquires an interest in any other shares which increases the
percentage of shares carrying voting rights in which it is interested.

The Company notes that Peter Levine has notified the Company, without
commitment, that, subject to the passing of the Resolutions and confirmation
that the Takeover Code no longer applies to the Company, he may make proposals
to acquire shares of any shareholders then wishing to dispose of their
holdings on terms and conditions to be mutually agreed on a matched bargain
basis from time to time. Shareholders should be aware that, in such
circumstances and, if as a consequence the interests of Peter Levine and those
persons acting in concert with him carry 30 per cent. or more of the voting
rights of the Company, Peter Levine and those persons acting in concert with
him would not be required to make a mandatory general cash offer to all
Shareholders.

A summary of the protections afforded to Shareholders by the Takeover Code
which will be lost by virtue of the above proposals is set out in Part 3 of
this Document.

8.      Process for Cancellation

Under the AIM Rules, it is a requirement that the Cancellation must be
approved by Shareholders holding not less than 75 per cent. of votes cast by
Shareholders at the General Meeting. Accordingly, the Notice of General
Meeting set out in Part 4 of this Document contains a special resolution to
approve the Cancellation.

Furthermore, Rule 41 of the AIM Rules requires any AIM company that wishes the
London Stock Exchange to cancel the admission of its shares to trading on AIM
to notify shareholders and to separately inform the London Stock Exchange of
its preferred cancellation date at least 20 Business Days prior to such date.
In accordance with AIM Rule 41, the Directors have notified the London Stock
Exchange of the Company's intention, subject to the Cancellation Resolution
being passed at the General Meeting, to cancel the Company's admission of the
Ordinary Shares to trading on AIM on 29 April 2024. Accordingly, if the
Cancellation Resolution is passed, the Cancellation will become effective at
7.00 a.m. on 29 April 2024. If the Cancellation becomes effective, Cavendish
will cease to be nominated adviser of the Company and the Company will no
longer be required to comply with the AIM Rules.

9.      General Meeting

The General Meeting will be held at Carrwood Park, Selby Road, Leeds, LS15 4LG
at 11.00 a.m. on 15 April 2024.

Resolution 1 to be proposed at the General Meeting is a special resolution to
approve the Cancellation.

Resolution 2 to be proposed at the General Meeting is a special resolution to
re-register the Company as a private company and to approve the adoption by
the Company of new articles of association.

Resolution 1 is not conditional on Resolution 2 but Resolution 2 is
conditional on Resolution 1.

10.    Action to be taken in relation to the General Meeting

To be valid, the accompanying Form of Proxy for use in connection with the
General Meeting must be completed, signed and returned in accordance with the
instructions printed thereon so as to be received by the Company's Registrars,
Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA
as soon as possible and, in any event, by no later than 11.00 a.m. on 11 April
2024 (or, if the General Meeting is adjourned, 48 hours before the time fixed
for the adjourned meeting excluding non-working days).

Where Ordinary Shares are held in CREST, via CREST. To be valid,
notwithstanding the method of appointment, a proxy appointment must be
returned/transmitted so as to be received by the Registrars as soon as
possible and, in any event, by no later than 11.00 a.m. on 11 April 2024 (or,
if the General Meeting is adjourned, 48 hours before the time fixed for the
adjourned meeting excluding non-working days). For further details on how to
submit a proxy appointment, please see the notes to the Notice of General
Meeting at the end of this Document.

11.    Recommendation

The Directors consider that the Cancellation and the Re-registration and
adoption of the New Articles are in the best interests of the Company and its
Shareholders as a whole and, therefore, unanimously recommend that you vote in
favour of the Resolutions at the General Meeting as each of the Directors
intends to vote, or procure the vote, in respect of, in aggregate, 3,070,594
Ordinary Shares to which they are beneficially entitled.

-ends-

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