REG - Oracle Power PLC - Placing, Capital Reorganisation and Notice of GM

Oracle PowerAnnouncement

04/10/2023 07:15

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RNS Number : 6506O  Oracle Power PLC  04 October 2023

4 October 2023

 

Oracle Power PLC

("Oracle", the "Company" or the "Group")

 

Conditional Placing to Raise £350,000

Capital Reorganisation

Notice of General Meeting

 

Oracle Power PLC (AIM:ORCP), the international natural resources project
developer, is pleased to announce that it has entered into a placing
agreement, conditional on the passing of certain resolutions to be proposed at
a general meeting of the Company, to raise gross proceeds of £350,000 by way
of a placing of 1,000,000,000 new ordinary shares in the capital of the
Company (the "Placing Shares")  at a price of 0.035 pence per share (the
"Placing Price") (the "Placing"). Pursuant to the Placing, placees will
receive one warrant for every two Placing Shares subscribed for, exercisiable
at a price of 0.07 pence per ordinary share, for a period of two years from
the date of the Placing.

 

Use of Proceeds

The net proceeds of the Placing will be primarily used to support the
advancement of the Company's green hydrogen project (the "Project") through
the joint venture with His Highness Sheikh Ahmed Dalmook Al Maktoum (through
his wholly owned company, Kaheel Energy Limited). The Company recently
announced the completion of the technical and commercial Feasibility Study
relating to the Green Hydrogen Project.  The study, undertaken by
thyssenkrupp Uhde, supports the development of a 400MW capacity green hydrogen
production facility.  The results of the study were noted to be very
encouraging and on a par with industry expectations as observed in other green
hydrogen projects announced worldwide, providing significant confidence in the
development route towards commercialisation.  The Company is now moving into
a highly active period as it works towards completing other studies in
collaboration with State Grid Corporation of China, leading into the FEED
stage, and formulation of the investment and lender consortium.

 

Capital Reorganisation

The Placing Price is less than the current nominal value of 0.1 pence per
ordinary share. The Companies Act 2006 (as amended) prohibits the Company from
issuing new shares at a price below nominal value.  Accordingly, the Company
is seeking shareholder approval to carry out the capital reorganisation
through which it is proposed that each existing ordinary share will be
subdivided into one new ordinary share of 0.001 pence (the "New Ordinary
Shares") and one deferred share of 0.099 pence (the "Deferred Shares") (the
"Capital Reorganisation"). The Deferred Shares will have very limited rights
and the Company will not issue any share certificates or credit CREST accounts
in respect of them. The Deferred Shares will not be admitted to trading on AIM
or any other exchange.

 

The number of ordinary shares in issue, and held by each Shareholder, as a
result of the passing of the Resolutions will not change. It is simply the
nominal value of the existing ordinary shares which will change. The New
Ordinary Shares will continue to carry the same rights as those attached to
the existing ordinary shares, save for the change in nominal value.

 

The Placing

The Placing has been carried out by CMC Capital Markets ("CMC") and the
Company has entered into a placing agreement with CMC dated 3 October 2023
(the "Placing Agreement") pursuant to which CMC, as agent to the Company, has
procured placees for the Placing Shares at the Placing Price. CMC will receive
80 million warrants over New Ordinary Shares, exercisable at the Placing Price
for a period of two years from the date of the Placing.

 

General Meeting

The Company will shortly be posting a circular (the "Circular") to its
shareholders which will include, inter alia, details of a general meeting (the
"General Meeting") at which shareholders will vote on the following
resolutions (the "Resolutions"):

 

-      Resolution 1: Capital Reorganisation

A resolution to approve the Capital Reorganisation, which is necessary to
issue the Placing Shares at the Placing Price, which is below the current
nominal value.

 

-      Resolution 2: Amendment to Articles of Association of the Company

A special resolution to approve the amendment of the Company's Articles of
Association containing, inter alia, the rights and restrictions attaching to
the Deferred Shares, necessary to effect the Capital Reorganisation.

 

The Placing is conditional on the Capital Reorganisation being approved by
Shareholders and admission of the New Ordinary Shares and the Placing Shares
to trading on AIM.

 

The Circular to shareholders will be made available on the Company's website
at www.oraclepower.co.uk (http://www.oraclepower.co.uk) when posted to
shareholders.

 

Recommendation

In the event that the resolutions are not passed, the Company will be unable
to complete the Placing or raise equity capital unless any placing price is
above the current nominal value.

 

The directors of Oracle consider that the resolutions to be proposed at the
General Meeting are in the best interests of the Company and its shareholders
as a whole and unanimously recommend that shareholders vote in favour of the
resolutions at the General Meeting to be convened.

 

Admission to Trading, Total Voting Rights, ISIN and SEDOL

Application will be made for the New Ordinary Shares and the Placing Shares to
be admitted to trading on AIM ("Admission"). It is expected that Admission
will become effective at 8:00 a.m. on or around 27 October 2023.  The Placing
Shares and the New Ordinary Shares will have the same ISIN number and SEDOL
code as each existing ordinary share. The Placing Shares will rank pari passu
with the New Ordinary Shares.

 

Following shareholder approval and Admission, the total issued share capital
of the Company will be 4,735,415,387 New Ordinary Shares, with no shares held
in Treasury. Therefore, the total current voting rights in the Company
following Admission will be 4,735,415,387 and this figure may be used by
shareholders in the Company as the denominator for the calculations by which
they will determine if they are required to notify their interest in, or a
change in their interest in, the share capital of the Company under the FCA's
Disclosure Guidance and Transparency Rules.

 

Naheed Memon, CEO of Oracle, commented:

"We continue to advance our green hydrogen strategy in Pakistan and today's
conditional fundraise will enable us to continue on this upward trajectory.
The majority of the funds raised will be used to support the green hydrogen
initiative, whilst also providing us with sufficient working capital to
develop the other projects in Oracle's portfolio.

 

"We are now looking toward the next stage in the Project's development as we
move forward with detailed technical and financial feasibilities. With the
recent completion of the feasibility study and support from His Highness
Shaikh Ahmed Dalmook Al Maktoum, I am confident we will be able to rapidly
progress the development of this ground-breaking and globally significant
project."

 

*ENDS*

 

For further information:

 Oracle Power PLC                                      +44 (0) 203 580 4314

 Naheed Memon - CEO
 Strand Hanson Limited (Nominated Adviser and Broker)  +44 (0) 20 7409 3494

 Rory Murphy, Matthew Chandler, Rob Patrick
 Global Investment Strategy UK Limited (Joint Broker)    +44 (0) 20 7048 9432

 Samantha Esqulant
 St Brides Partners Limited (Financial PR)             +44 (0) 20 7236 1177

 Susie Geliher, Isabel de Salis

 

 

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 it forms part of United Kingdom domestic law by virtue of
the European Union (Withdrawal) Act 2018, as amended by virtue of the Market
Abuse (Amendment) (EU Exit) Regulations 2019.

 

About Oracle Power PLC:

 

Oracle Power PLC is an international natural resource and power project
developer quoted on London's AIM market. The Company currently has two areas
of focus: Western Australia and Pakistan. The Company is active in the energy
industry in Pakistan and is working to establish one of the largest green
hydrogen production facilities in the region.

 

About Northern Zone Project:

The Northern Zone Project is comprised of one granted prospecting licence
(P25/2651) which covers an area of 82 hectares. The Project is located in an
area highly prospective for gold and is approximately 25km east of
Kalgoorlie, the home of the 'Super Pit' mine, the second largest gold mine in
Australia.

 

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