Subscription for New Shares
03/12/2024 07:00
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RNS Number : 5114O SulNOx Group PLC 03 December 2024
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF REGULATION
11 OF THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS 2019/310
3 December 2024
SulNOx Group Plc (the "Company" or "SulNOx")
Subscription for New Shares
Exercise of Warrants
Holdings in the Company
Total Voting Rights
(Aquis Stock Exchange: SNOX)
Subscription for New Shares and Exercise of Warrants
The board of directors of the Company (the "Board") is pleased to announce
that it has raised a total, before expenses, of £1,875,000 from a group of
investors, consisting of both new and existing shareholders, including a
strategic investor (the "Investors") and an existing warrant holder.
The Investors have agreed to subscribe for a total of 3,302,076 new ordinary
shares of 2 pence each ("Ordinary Shares") at a price of 46.6 pence per
Ordinary Share (representing a discount of 11.5% to the average closing price
of the Ordinary Shares for the 5 trading days up to and including 29 November
of 52.7p) raising £1,538,768 (the "Subscription").
Under the Subscription, the Investors will also receive warrants to subscribe
for further Ordinary Shares at a price of 58.8 pence per Ordinary Share (the
"Warrants"). The Investors will receive 1 Warrant for every 2.5 new Ordinary
Shares subscribed. A total of 1,320,829 Warrants will be issued. The Board
will seek new allotment authorities relating to the Warrants at the Company's
2025 annual general meeting, with the Warrant holders having 3 years from the
date that the new authorities are granted to exercise the Warrants. Should
new allotment authorities not be granted at the Company's 2025 annual general
meeting, such authorities will be sought at the 2026 and 2027 meetings.
The Company is pleased to announce that a wholly owned subsidiary of
McQuilling Partners, Inc. ("McQuilling") has invested in the Company and will
be the preferred partner of the Company to promote and sell the SulNOx
products in the U.S. market. McQuilling is a privately-owned marine services
company formed in 1972 and headquartered in New York with offices in
Singapore, Athens, Madrid, Dubai, Houston, Lima, Mexico City, Rio de Janeiro
and Mumbai. McQuilling and its affiliated companies have 180 employees
serving clients in the shipping, commodity, renewable and financial services
industries covering brokerage, operations and administration, research, data
services and consulting.
In addition, one of the subscribers, an institutional investor who
participated in the fundraising announced on 22 December 2023, has indicated
an intention to exercise 1,159,420 warrants at an exercise price of 29 pence
per Ordinary Share, raising a further £336,232 (the "Exercise").
The proceeds from the Subscription and the Exercise will be utilised for the
working capital requirements of the Company. In particular, the Company
intends to increase its global stock locations, and therefore stock inventory
levels, of the SulNOxEco(TM) fuel conditioner in expectation of a material
increase of marine sales during 2025 resulting from positive evaluations, as
highlighted in the Trading Update (6 November 2024) and Final Results (9
September 2024) announcements.
Among the investors under the Subscription are two existing substantial
shareholders of the Company, Constantine Logothetis and Nistadgruppen AS
("Nistad"). Mr Logothetis has subscribed for 1,703,365 new Ordinary Shares
(via Arrowcove Ltd, a company he controls) and Nistad for 472,103 new Ordinary
Shares. As Mr Logothetis and Nistad each have an existing interest in more
than 10% of the Company's Ordinary Shares, their subscriptions constitute
related party transactions under the AQSE Growth Market Apex Rules. The
Board has concluded, having exercised reasonable care, skill and diligence,
that their Subscriptions are fair and reasonable as far as the shareholders of
the Company are concerned.
The new Ordinary Shares for both the Subscription and the Exercise will be
allotted under the Company's existing unspent share issue authorities and are
expected to be admitted to trading on the AQSE Growth Market on 13 December
2024 ("Admission").
Radu Florescu, Chairman of SulNOx, commented, "We are delighted to again
receive significant further support from our two largest shareholders, Mr
Logothetis and Nistadgruppen AS, and to welcome McQuilling Partners as an
important new investor and strategic partner for the U.S. market. McQuilling
has highly relevant expertise and networks, not only in the marine sector,
where SulNOx has seen encouraging success, but also in key industries facing
decarbonisation challenges."
"This new commitment of funds reflects the strong news flow from SulNOx during
this year, regarding additional industries, geographies, distributors, new
orders, and a rapidly growing patent portfolio."
John M. Schmidt, CEO of McQuilling, commented, "We are excited to have
concluded this investment in SulNOx and to actively engage in growing the
business particularly in the U.S. market. SulNOx has developed an impressive
product that reduces liquid hydrocarbon fuel consumption, associated
greenhouse gases and harmful particulate matter emissions. We look forward to
extending our partnership and offering these very compelling benefits to
industry."
Holdings in the Company
Following Admission, the percentage of Ordinary Shares held by significant
shareholders will be, to the best of the knowledge of the Company, as follows:
Shareholder Current Ordinary Shares Held % of Current Ordinary Shares Held Ordinary Shares Held on Admission % of Ordinary Shares Held on Admission
Constantine Logothetis * 30,485,307 25.09% 32,771,264 26.01%
Nistadgruppen AS 17,611,111 14.49% 18,083,214 14.35%
James Redman Jr. 8,659,200 7.12% 8,659,200 6.87%
Richard Leggatt 6,807,500 5.60% 6,807,500 5.40%
Unicorn Asset Management 6,536,565 5.38% 6,536,565 5.19%
Angela Bravo ** 5,719,010 4.71% 5,719,010 4.54%
* This includes shares held by Tergeo Ltd, Arrowcove Ltd and Kambos SA in
which Constantine Logothetis holds a majority interest.
** This includes shares owned by Sungold Escrow Nominees Ltd, a company
controlled by Ms Bravo, and by trusts for the benefit of Ms Bravo's immediate
family. Ms Bravo's previously reported holding included voting rights for
but not beneficial ownership of 2,298,810 Ordinary Shares. The current
holding includes 3,420,200 with both voting rights and beneficial ownership of
Ordinary Shares and 2,298,810 with just voting rights.
Total Voting Rights
On Admission, the Company will have 126,012,442 Ordinary Shares in issue, each
with one voting right. The Company does not hold any shares in treasury and
therefore the total number of voting rights in the Company is 126,012,442.
This figure should be used by shareholders from Admission 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 under
the FCA's Disclosure Guidance and Transparency Rules.
- Ends -
For further information please contact:
SulNOx Group plc Tel: 07624 491 821
Steven Cowin, CFO
Allenby Capital Limited Tel: 020 3328 5656
(AQSE Corporate Adviser)
Nick Harriss / John Depasquale
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