REG - Powerhouse Energy Gp - Conditional Placing to Raise £400,000

Powerhouse EnergyAnnouncement

Today 07:00

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RNS Number : 5643B  Powerhouse Energy Group PLC  23 April 2026

23 April 2026

 

Powerhouse Energy Group plc

("Powerhouse" or the "Company")

 

Conditional Placing to Raise £400,000

Proposed Capital Reorganisation

Proposed Increase of Authority to Allot Shares

Proposed Disapplication of Pre-Emption Rights

and

Notice of General Meeting

 

Powerhouse Energy Group plc (AIM: PHE), a UK company pioneering integrated
technology that converts non-recyclable waste into low carbon energy with its
revenue generating engineering consulting subsidiary ("Engsolve"), is pleased
to announce that it is shortly posting a circular to shareholders (the
"Circular") detailing the Board's proposal to raise gross proceeds of
£400,000 through the issue of 200 million Placing Shares at the Placing Price
of 0.2 pence per share (the "Placing").

 

The Placing is conditional, inter alia, on shareholder approval of a capital
reorganisation, pursuant to which the issued share capital of the Company will
be subdivided and reclassified such that each Existing Ordinary Share will
result in one new ordinary share of 0.01 pence each in the capital of the
Company ("New Ordinary Shares") and one new deferred share of 0.49 pence each
in the capital of the Company (the "Deferred Shares") (the "Capital
Reorganisation"). Assuming the capital reorganisation is approved, existing
unused share authorities will be used to satisfy the various share issues
contemplated in this announcement.

 

The Placing has been undertaken by Turner Pope Investments (TPI) Limited
("Turner Pope"), acting as sole Placing Agent and who will be appointed as
Joint Broker, alongside Longspur Capital Limited, on Admission.

 

Highlights of the Placing

 

·    Conditional Placing to raise £400,000 through the issue of 200
million Placing Shares to new and existing institutional and other investors
at 0.2 pence per share

·    The net proceeds of the Placing will be primarily used as follows:

o  Ballymena - Progress planning and permitting activities, develop FEED
package to allow tenders for EPCm and work towards FID

o  Research and Development - Continue work on development of alternative
outputs from DMG, i.e. investigate alternative fuels, etc. as well as adding
additional equipment to the FTU process to prove at scale

o  Working Capital to include additional projects, sales and marketing,
strengthening C-Suite

·    Proposed Retail Offer to be launched imminently to raise up to £0.25
million through the issue of up to 125 million Retail Offer Shares at 0.2
pence per share

o  Net proceeds from the Retail Offer will be used to augment the Company's
working capital position, and further investment into its projects

 

 

Notice of General Meeting

 

The Circular contains the Notice of General Meeting ("GM") to be held at the
offices of Blake Morgan LLP at 6 New St Square, London EC4A 3DJ, at 12.00 p.m.
on 14 May 2026.

 

The Placing and Retail Offer are conditional, inter alia, on the Capital
Reorganisation being approved by Shareholders (by way of the passing of a
Resolution in order to affect the proposed Capital Reorganisation at the GM).

 

If the Resolution is not passed, the Placing and the Retail Offer will not
complete and the Company will not receive the Placing or Retail Offer
proceeds. The Company has current cash resources of approximately £0.5
million, which is sufficient for its planned activities through to end July
2026. Accordingly, completion of the Placing and the Retail Offer is seen as
very important in furthering the Company's cash runway through to the end of
2026 and ultimately allowing it to pursue its planned strategy. The Company
received no interest in undertaking a fundraise at a price greater than or
equal to its current nominal value (0.5 pence). Shareholders are therefore
strongly encouraged to vote in favour of the Resolution.

The Board is also proposing to increase the authority to allot shares and
disapply pre-emption rights over a total of 1,438,996,422 New Ordinary Shares,
representing approximately 30 per cent. of the Company's share capital as
enlarged by the Placing and the expected maximum size of the Retail Offer.
This Share Authority Increase, if approved, would be in addition to any
existing unused share authorities (which expire at the conclusion of the 2026
AGM) post completion of the Placing, the Retail Offer and the issue of
warrants to Turner Pope (see below). This additional authority is being sought
to give the Board flexibility to undertake a future fundraising, if and when
market conditions are appropriate, up until the conclusion of the 2027 AGM
without the financial and time expense of having to convene a further general
meeting. The resolution approving the Share Authority Increase is conditional
upon the Capital Reorganisation resolution being approved, but the resolution
approving the Capital Reorganisation (and therefore the Placing and Retail
Offer) is not conditional upon the passing of the Share Authority Increase
resolution.

The Directors believe that the Capital Reorganisation, to facilitate, inter
alia, completion of the Placing and the Retail Offer to be in the best
interests of the Company and its Shareholders as a whole and recommend that
you vote in favour of the Resolutions to be proposed at the General Meeting,
as they intend to do in respect of their aggregate beneficial holdings
amounting to 0.45 per cent. of the Existing Ordinary Shares.

 

 

Paul Emmitt, Powerhouse CEO, commented:

 

"These funds will enable us to continue to execute our strategy, progress our
technology and help us bring our first project on stream and we would like to
thank all those investors who have committed to the conditional Placing.
We are very pleased to be able to include our existing shareholders in this
raise through the Retail Offer and thank them for their continued support."

 

Admission and Total Voting Rights and issue of Warrants

 

Application will be made to the London Stock Exchange for admission of the New
Ordinary Shares, the Placing Shares and the Retail Offer Shares to trading on
AIM. It is expected that Admission will become effective and dealings in the
New Ordinary Shares, the Placing Shares and the Retail Offer Shares will
commence on AIM at 8.00 a.m. on or around 18 May 2026 ("Admission").

 

The Placing Shares and Retail Offer Shares will be issued fully paid and will
rank pari passu in all respects with the Company's other New Ordinary Shares.

 

Following Admission, and on the basis that the Retail Offer is subscribed for
in full, the total number of Ordinary Shares in the capital of the Company in
issue will be 4,796,654,741, all with voting rights. This figure may be used
by shareholders as the denominator for the calculations by which they will
determine if they are required to notify their interest in, or a change to
their interest in, the Company's share capital pursuant to the Financial
Conduct Authority's Disclosure Guidance and Transparency Rules.

 

In connection with the Placing and Retail Offer, Turner Pope will be issued up
to 32,500,000 share purchase warrants, with an exercise price of 0.2 pence,
and an expiry term of 3 years from Admission.

 

Posting of the Circular

 

Extracts from the Circular in connection with the Capital Reorganisation can
be found below. Capitalised terms used, but not otherwise defined, in this
announcement have the meanings given to them in the Circular.

 

The full Circular will shortly be available at the Company's website at:

 

https://www.powerhouseenergy.co.uk/ (https://www.powerhouseenergy.co.uk/)

 

-ENDS-

 

 

 

 

 

 

 

 

 

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

 

 Powerhouse Energy Group plc
 Paul Emmitt, CEO                                                            Via Tavistock below
 Ben Brier, CFO

 Strand Hanson Limited (Nominated & Financial Adviser and Joint Broker)      +44 (0) 207 409 3494
 Ritchie Balmer / Rob Patrick / Edward Foulkes

 Turner Pope Investments (TPI) Limited (Placing Agent)                       +44 (0) 203 657 0050

 Andrew Thacker / Guy McDougall

 Longspur Capital Limited (Financial Adviser & Joint Broker)                 +44 (0) 203 940 6608
 Adam Robertson

 Tavistock (Financial PR)                                                    +44 (0) 207 920 3150
 Simon Hudson / Nick Elwes / Saskia Sizen                                    powerhouse@tavistock.co.uk

 

About Powerhouse Energy Group plc

Powerhouse Energy has developed a process technology which can utilise waste
plastic, end-of-life-tyres, and other waste streams to convert them
efficiently and economically into syngas from which valuable products such as
chemical precursors, hydrogen, electricity, heat and other industrial products
may be derived. PHE's process produces low levels of safe residues and
requires a small operating footprint, making it suitable for deployment at
enterprise and community level.

 

Powerhouse also incorporates Engsolve Ltd, which is a revenue generating
business offering Engineering Services across all sectors, with speciality
services in the development of new technologies and clean energy.

 

 

LETTER FROM THE NON-EXECUTIVE CHAIRMAN

 

1                 Introduction

The Company announced on 23 April 2026 a proposed placing to raise gross
proceeds of £400,000 through the issue of 200,000,000 Placing Shares at the
Placing Price of 0.20 pence per Placing Share. The Placing is conditional,
inter alia, on the Capital Reorganisation being approved by Shareholders (by
way of the passing of the Capital Reduction Resolution in order to effect the
proposed Capital Reorganisation at the forthcoming General Meeting).

The Company is also announcing a conditional Retail Offer to retail investors
in the United Kingdom to raise gross proceeds of up to £250,000 at the
Placing Price of 0.20 pence per Retail Offer Share.

The net proceeds of the Placing will be primarily used to further the
Company's cash runway and ultimately to allowing it to pursue its planned
strategy.

The Existing Ordinary Shares have in recent months frequently been trading on
AIM at a price close to or more recently below their nominal value of 0.5
pence per share. The issue of new shares by a company under the Companies Act
at a price below their nominal value is prohibited by English company law and
accordingly the ability of the Company to raise funds by way of the issue of
further equity has been inhibited.

Accordingly, the Directors are seeking Shareholders' authority to implement
the Capital Reorganisation to create a differential between the nominal value
of the ordinary shares in the capital of the Company and their market price to
facilitate future share issues and the Placing.

If the Capital Reorganisation Resolution is not passed, the Placing will not
complete and the Company will not receive the Placing proceeds. The Company
has current cash resources of approximately £0.5 million, which is sufficient
for its planned activities through to end July 2026. Accordingly, completion
of the Placing is seen as very important in furthering the Company's cash
runway through to the end of the year and ultimately allowing it to pursue its
planned strategy. The Company received no interest at undertaking a fundraise
at a price of no lower than its current nominal value. Shareholders are
therefore strongly encouraged to vote in favour of the Resolutions.

2                 Proposed Capital Reorganisation

As at 24 April 2026, being the latest practicable date prior to the
publication of this document, the total issued ordinary share capital of the
Company was £22.4 million divided into 4,471,654,741 Existing Ordinary
Shares.

It is proposed that in relation to the Company's share capital to effect the
Capital Reorganisation, each of the 4,471,654,741 Existing Ordinary Shares
will be subdivided and reclassified into one New Ordinary Share of 0.01 pence
and one New Deferred Share of 0.49 pence each.

The Existing Deferred Shares shall not be subject to the Capital
Reorganisation.

As a consequence of, and immediately following, the Capital Reorganisation
becoming effective, each Shareholder's holding of New Ordinary Shares will be
the same as the number of Existing Ordinary Shares held by them on the Record
Date. Therefore, each Shareholder's proportionate interest in the Company's
issued ordinary share capital will, and thus the aggregate value of their
holding should, remain unchanged as a result of the Capital Reorganisation.

The New Ordinary Shares will continue to carry the same rights as attached to
the Existing Ordinary Shares. The New Deferred Shares will carry the same
rights as the Existing Deferred Shares, as set out in the Articles and as
summarised below.

The last day of trading on AIM in the Existing Ordinary Shares is expected to
be 15 May 2026.

If approved, following the Capital Reorganisation becoming effective, and
assuming no shares are issued between 24 April 2026 (being the latest
practicable date prior to the printing of this document) and the date the
Capital Reorganisation becomes effective (expected to be 8.00 a.m. on 18 May
2026), the Company's issued ordinary share capital, excluding the Placing
Shares, will still comprise 4,471,654,741 New Ordinary Shares.

If the Capital Reorganisation is approved, the New Ordinary Shares will be
admitted to trading on AIM.

No new share certificates representing the New Ordinary Shares will be sent to
Shareholders who hold Existing Ordinary Shares in certificated form.
Accordingly, share certificates for the Existing Ordinary Shares will remain
valid, and will only be replaced by share certificates for New Ordinary Shares
when the old share certificates are surrendered for cancellation following the
transfer, transmission or other disposal of New Ordinary Shares.

Shareholders who hold their Existing Ordinary Shares in uncertificated form
through CREST should expect to see the security description updated for the
existing ISIN (GB00B4WQVY43), in order to reflect their holding in New
Ordinary Shares. The ISIN will remain unchanged.

The Existing Deferred Shares, and the New Deferred Shares created, pursuant to
the Capital Reorganisation, will have negligible economic value and will not,
or in the case of the Existing Deferred Shares do not, carry any rights to
vote or receive dividends. The New Deferred Shares will not be admitted to
trading on AIM or any other investment exchange, will not be transferable
(other than as specified in the Articles), and no share certificates will be
issued in respect of them nor will CREST accounts be credited.

In addition, holders of the Existing Deferred Shares and the New Deferred
Shares will only be entitled to a payment on a return of capital or on a
winding up of the Company after each holder of a New Ordinary Share has
received a payment of an amount equal to the amount paid up on that share and
a further payment of £100 on each such New Ordinary Share.

The Resolution pertaining to the Capital Reorganisation will be proposed as a
special resolution, numbered Resolution 1.

3                 Share Authority Increase

The Board is proposing to increase the existing authority to allot shares and
disapply pre-emption rights over a total of 1,438,996,422 New Ordinary Shares
(if the Capital Reduction occurs) or 1,438,996,422  Existing Ordinary Shares
(if the Capital Reduction does not occur), representing approximately 30 per
cent. of the Company's share capital as enlarged by the Placing and Retail
Offer (assuming it is fully subscribed). The authorities sought under
Resolutions 1 and 3 are required to provide the Board with a limited degree of
flexibility (in order to avoid the expense and delay caused by any further
general meetings having to be convened) to undertake further share issuances
during the period to the 2027 AGM, if appropriate.

The Board is seeking an extension to their authority to issue shares as set
out in Resolutions 1 and 3 of the Notice of General Meeting.

4                 Placing

The Company announced on 23 April 2026 a conditional placing to raise gross
proceeds of £400,000 by way of issuing 200,000,000 Placing Shares at the
Placing Price. The Placing is conditional, inter alia, on the Capital
Reorganisation being approved by Shareholders.

The Placing has been conditionally carried out by Turner Pope Investments
(TPI) Ltd ("TP"), as placing agent for the Company, and the Company has
entered into a placing agreement (conditional, inter alia, on the Capital
Reorganisation Resolution having been duly passed) with TP on 22 April 2026
pursuant to which TP, as placing agent to the Company, has procured placees
for the Placing Shares at the Placing Price.

Application will be made for the New Ordinary Shares and the Placing Shares to
be admitted to trading on AIM. It is expected that admission to trading on AIM
will become effective in respect of the New Ordinary Shares and Placing Shares
at 8.00 a.m. on or around 18 May 2026. Following admission to trading on AIM
of both the New Ordinary Shares and the Placing Shares, the Company's voting
share capital will comprise 4,671,654,741 New Ordinary Shares (including the
Placing Shares).

The Company has sufficient existing authorities/approvals to issue and allot
(and disapply pre-emption rights in respect of such proposed issue and
allotment of) the Placing Shares, such authorities/approvals having been
granted at the Company's last AGM held on 10 July 2025.

5                 Options and Warrants

Following the Placing becoming unconditional, and the issue and allotment of
the Placing Shares and the Retail Shares, TP shall be granted the Broker
Warrants in connection to it acting as the Company's placing agent in respect
of the Placing.

All existing Options and Warrants, following the Capital Reorganisation
becoming effective, will be over New Ordinary Shares rather than Existing
Ordinary Shares.

6                 General Meeting

This General Meeting will be held at the offices of Blake Morgan LLP, 6 New
Street Square, London, EC4A 3DJ, at 12.00 p.m. on 14 May 2026. Full details of
the meeting and the Resolution that will be put to Shareholders are set out in
the enclosed Notice of General Meeting.

 

If you cannot attend the General Meeting in person, your vote is still
important and I would urge you to complete, sign and return the enclosed Form
of Proxy to be received by 12.00 p.m. on 12 May 2026 by the Company's
registrar, Neville Registrars Limited. The result of the voting on the
Resolution will be announced via a Regulatory Information Service and posted
on the Company's website after the meeting.

We are asking shareholders to approve the Resolution, further details of which
are set out below and will be considered at the General Meeting.

7                 Action to be Taken

Holders of Existing Ordinary Shares will find enclosed with the circular a
Form of Proxy for use by them at the General Meeting. Whether or not you are
able to attend the General Meeting, holders of Existing Ordinary Shares are
requested to complete the enclosed Form of Proxy and return it to the
Company's registrars, as soon as possible and, in any event, so as to arrive
by 12.00 p.m. on 12 May 2026. The completion and return of a Form of Proxy
will not prevent you from attending the General Meeting and voting in person
if you subsequently wish to do so. Shareholders are reminded that if their
Ordinary Shares are held in the name of a nominee, only that nominee or its
duly appointed proxy can be counted in the quorum at the General Meeting. If
you are in any doubt as to what action you should take, you are recommended to
seek your own personal financial advice from your broker, bank manager,
solicitor, accountant or other independent financial adviser authorised under
the Financial Services and Markets Act 2000 (as amended) if you are resident
in the United Kingdom or, if not, from another appropriately authorised
independent financial adviser, immediately.

8                 Documents Available

Copies of the circular will be available to the public, free of charge, at the
Company's registered office during usual business hours on any weekday
(Saturdays, Sundays and public holidays excepted) for one month from the date
of this document. The circular will also be available on the Company's
website, https://www.powerhouseenergy.co.uk/.

9                 Recommendation

The Directors believe that the Capital Reorganisation and the Share Authority
Increaseare in the best interests of the Company and its Shareholders as a
whole, and recommend that you vote in favour of the Resolution to be proposed
at the General Meeting, as they intend to do in respect of their aggregate
beneficial holdings amounting to 0.45 per cent. of the Existing Ordinary
Shares.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

 Announcement of the Placing                                                    23 April 2026
 Launch of Retail Offer                                                         23 April 2026
 Latest time and date for receipt of completed Forms of Proxy                   12.00 p.m. on 12 May 2026
 General Meeting                                                                12.00 p.m. on 14 May 2026
 Capital Reorganisation Record Date                                             6.00 p.m. on 15 May 2026
 Expected date of admission and commencement of dealings in the New Ordinary    8.00 a.m. on 18 May 2026
 Shares following the Capital Reorganisation
 Expected date of admission and commencement of dealings in the Placing Shares  8.00 a.m. on 18 May 2026
 following the Capital Reorganisation
 Expected date CREST accounts credited with New Ordinary Shares following the   18 May 2026
 Capital Reorganisation
 Expected date CREST accounts credited with Placing Shares                      18 May 2026

 

 

Notes:

References to time in this announcement are to London time. In the event that
the times and/or dates change, the revised times and/or dates will be notified
to Shareholders by announcement on a Regulatory Information Service of the
London Stock Exchange.

DEFINITIONS

 "Act"                                         the Companies Act 2006 (as amended)
 "Admission"                                   admission to trading on AIM of the New Ordinary Shares in accordance with the
                                               AIM Rules
 "AIM"                                         the AIM Market operated by the London Stock Exchange
 "AIM Rules"                                   the AIM Rules for Companies published from time to time by the London Stock
                                               Exchange
 "Articles"                                    the articles of association of the Company
 "Board" or "Directors"                        the directors of the Company
 "Capital Reorganisation"                      the proposed sub-division and reclassification of each Existing Ordinary Share
                                               into 1 New Ordinary Share and 1 New Deferred Share, further details of which
                                               are set out in paragraph 2 of the letter from the Non-Executive Chairman in
                                               this announcement
 "certificated" or "in certificated form"      A share or security which is not in uncertificated form (that is, not in
                                               CREST)
 "Company"                                     Powerhouse Energy Group plc, a company incorporated in England and Wales with
                                               company registered number 03934451
 "CREST"                                       the relevant system (as defined in the CREST Regulations) for the paperless
                                               settlement of trades and the holding of uncertificated securities, operated by
                                               Euroclear, in accordance with the same regulations
 "CREST Regulations"                           the Uncertificated Securities Regulations 2001 (SI 2001 No.1/3755) (as
                                               amended)
 "Euroclear"                                   Euroclear UK & International Limited, the operator of CREST
 "Existing Deferred Shares"                    the 17,373,523 deferred shares of 4.5 pence, the 9,737,353 deferred shares of
                                               4 pence, and the 388,496,747 deferred shares of 0.5 pence, each in the capital
                                               of the Company
 "Existing Ordinary Share(s)"                  the 4,471,654,741 ordinary shares of 0.5 pence each in the capital of the
                                               Company in issue at the date of this document
 "Existing Shareholder(s)"                     holder(s) of Existing Ordinary Shares
 "Form of Proxy"                               the form of proxy enclosed with the circular for use by holders of Existing
                                               Ordinary Shares in connection with the General Meeting
 "General Meeting"                             the general meeting of the Company to be held at 12.00 p.m. on 14 May 2026,
                                               notice of which is attached to this document
 "London Stock Exchange"                       London Stock Exchange plc
 "New Deferred Share(s)"                       the new deferred shares of 0.49 pence each in the capital of the Company in
                                               issue arising from the proposed Capital Reorganisation following the passing,
                                               and coming into effect, of the Resolutions relating to the Capital
                                               Reorganisation
 "New Ordinary Share(s)"                       the new ordinary shares of 0.01 pence each in the capital of the Company
                                               arising from the Capital Reorganisation following the passing, and coming into
                                               effect, of the Capital Reorganisation Resolution
 "Notice of General Meeting"                   the notice of General Meeting set out at the end of this document
 "Options"                                     the outstanding options to purchase Existing Ordinary Shares
 "Placing"                                     the placing (conditional on, inter alia, the Resolution required to give
                                               effect to the Capital Reorganisation having been duly passed at the General
                                               Meeting) as announced by the Company on 23 April 2026 whereby the Placing
                                               Shares are to be issued at the Placing Price
 "Placing Agent Warrants"                      the warrants (over 10 per cent. of the New Ordinary Shares to be issued to
                                               pursuant to the Placing and Retail Offer to be granted to Turner Pope
                                               Investments (TPI) Ltd (once the Placing and Retail Offer have become
                                               unconditional and been effected)) in connection to Turner Pope Investments
                                               (TPI) Ltd acting as the Company's placing agent in respect of the proposed
                                               Placing
 "Placing Price"                               0.20 pence per Placing Share
 "Placing Shares"                              the 200,000,000 New Ordinary Shares (following the Capital Reorganisation) to
                                               be issued in relation to the Placing
 "Record Date"                                 the record date for the Capital Reorganisation being 6.00 p.m. on 15 May 2026
 "Regulatory Information Service"              a regulatory information service operated by the London Stock Exchange as
                                               defined by the AIM Rules
 "Retail Offer"                                the offer of New Ordinary Shares to retail investors in the United Kingdom,
                                               made available through one or more intermediaries, details of which are set
                                               out in the Company's Launch of Retail Offer announcement
 "Retail Offer Shares"                         the New Ordinary Shares (following the Capital Reorganisation) to be issued by
                                               the Company pursuant to the Retail Offer
 "Resolutions"                                 the resolutions set out in the Notice of General Meeting in order to give
                                               effect to the Capital Reorganisation and Share Authority Increase
 "Share Authority Increase"                    the proposed increase of authority to allot shares and to disapply pre-emption
                                               rights
 "Shareholder(s)"                              a holder of shares in the Company
 "UK"                                          the United Kingdom of Great Britain and Northern Ireland
 "uncertificated" or "in uncertificated form"  recorded on the relevant register of the share security concerned as being
                                               held in uncertificated form in CREST and title to which, by virtue of the
                                               Crest Regulations, may be transferred by means of CREST
 "Warrants"                                    the outstanding warrants to purchase Existing Ordinary Shares
 ''£''                                         the legal currency of the UK

 

 

 

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