Placing
21/11/2022 07:30
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RNS Number : 0380H Ncondezi Energy Limited 21 November 2022
News Release
Placing
21 November 2022: Ncondezi Energy Limited ("Ncondezi" or the "Company") (AIM:
NCCL) is pleased to announce that it has raised a total of £520,000 before
expenses by way of a placing and subscriptions (the "Fundraise").
Highlights
· Raised a total of £520,000 before expenses via the issue of
80,000,000 ordinary shares of no par value ("Ordinary Shares") in the Company
("Fundraise Shares") at a price of 0.65 pence per Ordinary Share (the "Placing
Price")
· Scott Fletcher, a Non Executive Director of the Company, has
subscribed for 15,936,000 Ordinary Shares in the Fundraise for a total of
£103,584. Following the Fundraise, Scott Fletcher will be beneficially
interested in 97,759,020 Ordinary Shares, representing approximately 19.92 per
cent. of the Company's enlarged issued share capital.
· Michael Haworth, the Non Executive Chairman of the Company, has
subscribed for 3,264,000 Ordinary Shares in the Fundraise for a total of
£21,216. Following the Fundraise, Michael Haworth will be beneficially
interested in 20,023,462 Ordinary Shares, representing approximately 4.08 per
cent. of the Company's enlarged issued share capital.
· For each Fundraise Share subscribed for participating investors
will receive a non-transferable warrant to subscribe for an Ordinary Share
with an exercise period of eighteen months from their date of issue and
exercisable at a price of 1.3 pence per Ordinary Share (the "Fundraise
Warrants"). The issue of the Fundraise Warrants is conditional upon the
approval of certain shareholder resolutions at the Company's next Annual
General Meeting (the "AGM") and the Placing is not conditional upon the issue
of the Fundraise Warrants.
· The Company has also agreed to issue 3,040,000 warrants to
subscribe for an Ordinary Share with an exercise period of eighteen months
from their date of issue and exercisable at the Placing Price (the "Broker
Warrants"). The issue of the Broker Warrants is conditional upon the approval
of certain shareholder resolutions at the Company's AGM.
· In addition to the Fundraise, certain contractors and consultants
to the Company have agreed in principle for approximately £71,767 in deferred
fees to be satisfied by the issue of 4,184,987 Ordinary Shares (the "Fee
Shares"). Of the deferred amount, £18,750 is to be satisfied by the issue of
Ordinary Shares at the Placing Price, £11,000 is to be satisfied by the issue
of Ordinary Shares at 3.0p and £42,017 is to be satisfied by the issue of
Ordinary Shares at 4.5p. The issuing of the Fee Shares is conditional upon the
approval of certain shareholder resolutions at the Company's AGM and entering
into definitive agreements for the subscription for the Fee Shares.
The Company will use the net proceeds of the Fundraise for general working
capital purposes. The net proceeds together with the Company's existing cash
resources are expected to cover corporate costs to deliver on the next set of
milestones for the Company's solar photovoltaic ("PV") and Battery Energy
Storage System ("BESS") project in Tete, Mozambique (the "Solar Project"),
namely reaching agreement on a transmission connection solution with
Mozambique authorities and confirming power demand from potential off takers.
Subject to the Shareholder Loan being extended and restructured and subject to
shareholder approval of the rights to issue shares under the Convertible Loan
announced on 16 September 2022, the net proceeds will provide the Company with
the required working capital until at least April 2023
Ncondezi Chief Executive Officer, Hanno Pengilly said:
"Today's announcement ensures that the company has the cash resources to focus
on unlocking further value at its 300MW solar PV project following positive
results from the recently announced feasibility study which have confirmed a
technically viable and economically attractive opportunity for shareholders.
We look forward to providing further updates in due course."
Placing
The Company has raised gross proceeds of £520,000 before expenses, through a
conditional placing and subscription of 80,000,000 Ordinary Shares at a price
of 0.65 pence per Ordinary Share.
As part of the Fundraise, for each new Ordinary Share subscribed for the
placee or subscriber will receive a non-transferable Fundraise Warrant to
subscribe for an Ordinary Share with an exercise period of eighteen months and
exercisable at a price of 1.3 pence per Ordinary Share. The issue and exercise
of the Placing Warrants into Ordinary Shares is conditional upon shareholder
approval of the relevant resolutions to grant the directors authority to allot
shares and disapplying pre-emption rights at the forthcoming AGM expected to
be held later this year. It is expected that the relevant resolutions will be
passed but there is no certainty that they will be and the Fundraise is not
conditional upon the issue of the Fundraise Warrants. A total of 80,000,000
Fundraise Warrants will be issued. The Placing Warrants will not be listed and
will be exercisable at any time for a period of eighteen months year from
their date of issue following the AGM.
Application will be made for the admission of the Fundraise Shares to trading
on AIM ("Admission"), with Admission expected to take place on or around 5
December 2022. Completion of the Placing is conditional upon, inter alia,
Admission taking place. The Fundraise Shares will rank pari passu in all
respects with the existing Ordinary Shares of the Company.
The Placing was arranged by Novum Securities Limited pursuant to a placing
agreement entered into with them. In connection with the Placing, the Company
has also agreed to issue 3,040,000 warrants over Ordinary Shares to a nominee
of Novum Securities Ltd ("Novum") ("Broker Warrants"). Each Broker Warrant
entitles the holder to subscribe for one Ordinary Share at the Placing Price
and will be exercisable at any time for a period of eighteen months from the
date of their issue following the AGM. The issue and exercise of the Broker
Warrants into new Ordinary Shares is also conditional on shareholder approval
of the relevant resolutions to grant the directors authority to allot shares
and disapplying pre-emption rights at the forthcoming AGM expected to be held
later this year.
Director Subscriptions
Scott Fletcher, a Non Executive Director of the Company, has subscribed for
15,936,000 Ordinary Shares in the Fundraise for a total of £103,584.
Following the Fundraise, Scott Fletcher will be beneficially interested in
97,759,020 Ordinary Shares, representing approximately 19.92 per cent. of the
Company's enlarged issued share capital.
Michael Haworth, the Non Executive Chairman of the Company, has subscribed for
3,264,000 Ordinary Shares in the Fundraise for a total of £21,216. Following
the Fundraise, Michael Haworth will be beneficially interested in 20,023,462
Ordinary Shares, representing approximately 4.08 per cent. of the Company's
enlarged issued share capital.
Related Party Transaction
Scott Fletcher and Michael Haworth's participations in the Fundraise and the
Fundraise Warrants constitute related party transactions for the purposes of
AIM Rule 13. Accordingly, the independent directors for the purposes of the
related party transactions, being all of the Company's directors other than
Scott Fletcher and Michael Haworth, consider, having consulted with Liberum
Capital Limited, the Company's Nominated Adviser, the terms of the Fundraise
and the Fundraise Warrants to be fair and reasonable insofar as the Company's
shareholders are concerned.
Further proposed subscriptions
In addition to the Fundraise, certain contractors and consultants to the
Company have agreed in principle for approximately £71,767 in deferred fees
to be satisfied by the issue of 4,184,987 Ordinary Shares. Of the deferred
amount, £18,750 is to be satisfied by the issue of Ordinary Shares at the
Placing Price, £11,000 is to be satisfied by the issue of Ordinary Shares at
3.0p and £42,017 is to be satisfied by the issue of Ordinary Shares at 4.5p.
The issuing of the Fee Shares is conditional upon the approval of certain
shareholder resolutions at the Company's AGM and entering into definitive
agreements for the subscription for the Fee Shares.
Voting Rights
Following Admission, the Company's issued share capital will comprise of
490,714,119 ordinary shares of no par value ("Ordinary Shares"), of which a
total of 2,869,840 Ordinary Shares are held in treasury.
Therefore the number of shares in issue carrying voting rights will be
487,844,279 and this figure may be used 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 Group under the Financial
Conduct Authority's Disclosure and Transparency Rules.
Enquiries
For further information please visit www.ncondezienergy.com or contact:
Ncondezi Energy Hanno Pengilly +27 (0) 71 362 3566
Scott Mathieson, Edward Thomas, Kane Collings +44 (0) 20 3100 2000
Liberum Capital Limited
NOMAD & Joint Broker
Novum Securities Limited Colin Rowbury +44 (0) 20 7399 9427
Joint Broker
Elizabeth Johnson +44 (0) 777 56 55 927
Pimlico Advisory Ltd
Investor Relations
The notification below is made in accordance with the requirements of the EU
Market Abuse Regulation.
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Scott Fletcher
2 Reason for the notification
a) Position/status Non-Executive Director
b) Initial notification /Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Ncondezi Energy Limited
b) LEI 2138003W75PP9STE9J18
4 Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted
a) Description of the financial instrument, type of instrument Ncondezi Energy Limited ordinary shares of no par value
Identification code VGG640631039
b) Nature of the transaction Fundraising
c) Price(s) and volume(s)
Price(s) Volume(s)
1. 0.65p 1. 15,936,000
d) Aggregated information
- Aggregated volume 15,936,000
- Price 0.65p
e) Date of the transaction 21/11/2022
f) Place of the transaction London Stock Exchange, AIM
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Michael Haworth
2 Reason for the notification
a) Position/status Non-Executive Director
b) Initial notification /Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Ncondezi Energy Limited
b) LEI 2138003W75PP9STE9J18
4 Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted
a) Description of the financial instrument, type of instrument Ncondezi Energy Limited ordinary shares of no par value
Identification code VGG640631039
b) Nature of the transaction Fundraising
c) Price(s) and volume(s)
Price(s) Volume(s)
2. 0.65p 2. 3,264,000
d) Aggregated information
- Aggregated volume 3,264,000
- Price 0.65p
e) Date of the transaction 21/11/2022
f) Place of the transaction London Stock Exchange, AIM
The information contained within this announcement in relation to the proposed
Placing and Subscriptions is deemed by the Company to constitute inside
information as stipulated under the Market Abuse Regulation ("MAR"). Upon the
publication of this announcement via Regulatory Information Service ("RIS"),
this inside information is now considered to be in the public domain. If you
have any queries on this, then please contact Hanno Pengilly, Chief Executive
Officer of the Company (responsible for arranging release of this
announcement) on +27 (0) 71 362 3566.
About Ncondezi Energy
Ncondezi is an African power development company focused on the development of
renewable and baseload energy solutions at its concession located in the Tete
Province, northern Mozambique.
The Company is focused on providing reliable and affordable energy to
Mozambique to meet growing energy demands. Our projects support Mozambique's
energy strategy of universal electricity access by 2030. According to the
World Bank, only 30% of the Mozambican population had access to energy in
2017. Our projects would provide reliable and available power helping to close
the infrastructure gap of the region and serving as a catalyst for economic
development.
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