Confirmation of successful Fundraising of £7m

RNS Number : 6333N

Active Energy Group PLC

02 February 2021

 

THIS ANNOUNCEMENT, INCLUDING ITS APPENDIX (TOGETHER, THE "ANNOUNCEMENT") AND THE INFORMATION CONTAINED HEREIN, IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN ACTIVE ENERGY GROUP PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION, SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH ANY INVESTMENT DECISION IN RESPECT OF ACTIVE ENERGY GROUP PLC.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF EU REGULATION 596/2014 (WHICH FORMS PART OF DOMESTIC UK LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018) ("UK MAR") . IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN UK MAR) WERE TAKEN IN RESPECT OF THE PLACING WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF INSIDE INFORMATION (AS DEFINED IN UK MAR), AS PERMITTED BY UK MAR, IN RELATION TO ACTIVE ENERGY GROUP PLC AND ITS SECURITIES.  UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA THE REGULATORY INFORMATION SERVICE, THOSE PERSONS THAT RECEIVED INSIDE INFORMATION IN A MARKET SOUNDING ARE NO LONGER IN POSSESSION OF SUCH INSIDE INFORMATION, WHICH IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

Active Energy Group Plc / EPIC: AEG / Sector: Alternative Energy

2 February 2021

Active Energy Group Plc

('Active Energy', 'AEG', or the 'Company')

Confirmation of successful Fundraising of £7 million

Active Energy, the London quoted international biomass based renewable energy and forestry management business, announces, further to the announcement made on 1 February 2021 by the Company (the "Launch Announcement"), the successful completion of an oversubscribed Placing and PrimaryBid Offer, conditionally raising gross proceeds of £7 million for the Company. In total, 700,000,000 New Ordinary Shares will be issued pursuant to the Fundraising.

The Fundraising and the CLN Restructuring (details of which were provided in the Launch Announcement) are conditional on, inter alia, the passing of the Resolutions to be proposed at a General Meeting. A circular providing further details of the Fundraise, the CLN Restructuring and a notice convening the General Meeting (the "Circular"), are expected to be sent to Shareholders shortly and will be available on the Company's website once published.

Michael Rowan, CEO of Active Energy, said:

"The Fundraise and the CLN Restructuring represent significant milestones for AEG and will allow AEG to progress and accelerate its business plans for CoalSwitch™ and the Lumberton site. Construction work is underway to complete the commissioning of the up to 5tph reference plant and to fulfil our first order for the Coalswitch™ product to PacifiCorp. The principal focus is to develop the unique Lumberton opportunity and establish a significant production facility at the Site in North Carolina. In the long term, the Company aims to build a business that is a global provider in next generation biomass solutions and services. We look forward to providing all stakeholders with regular updates within the coming weeks as we progress towards commercialising and producing AEG's next generation biomass products."

Expected timetable

	2021
Publication and posting of the Circular and the Form of Proxy	By 3 February
Latest date for conversion notices to be sent to the Company by Noteholders who are not included in the Majority Noteholders for their New Ordinary Shares to be issued at Admission	12 February
Latest time and date for return of Form of Proxy or CREST proxy instructions for the General Meeting	10.00 a.m. on 17 February
General Meeting	10.00 a.m. on 19 February
Admission to trading on AIM of the New Ordinary Shares and enablement in CREST, completion of the CLN Conversions and the CLN Restructuring	8.00 a.m. on 23 February
Despatch of definitive share certificates for the New Ordinary Shares in certificated form (where applicable)	Within 14 days of Admission

Directors' participation in the Placing

Certain Directors have conditionally subscribed for an aggregate of 2,000,000 Placing Shares at the Issue Price pursuant to the Placing in the proportions set out below:

Director	Existing Ordinary Shares held	Placing Shares subscribed for	Ordinary Shares held on Admission	Percentage of Enlarged Share Capital1
Michael Rowan, CEO	8,486,250	1,500,000	9,986,250	0.26%
Andrew Diamond, CFO	-	500,000	500,000	0.01%

¹ The Enlarged Share Capital has been calculated based on the Existing Ordinary Share Capital, the New Ordinary Shares to be issued pursuant to the Majority Noteholder Conversions and the Fundraising and the issue of ordinary shares pursuant to the CLN conversions announced on 13 January 2021.

Defined terms used in this announcement shall have the same meaning as in the announcement of 1 February 2021 unless otherwise defined herein.

Enquiries:

Active Energy Group Plc	Michael Rowan Chief Executive Officer Andrew Diamond Chief Financial Officer
Allenby Capital Limited Joint Broker and Financial adviser in relation to the CLN Restructuring	Nick Naylor / James Reeve / Asha Chotai (Corporate Finance) Amrit Nahal (Sales & Corporate Broking)	Office: [phone]
SP Angel Corporate Finance LLP Nominated Adviser and Joint Broker	David Hignell / Caroline Rowe	Office: [phone]
Camarco Financial PR Adviser	Gordon Poole / Tom Huddart / Emily Hall	[e-mail] Office: [phone]

About Active Energy Group

Active Energy Group plc is a London listed (AIM: AEG) renewable energy company that has developed a proprietary technology which transforms low-cost biomass material into high-value green fuels.  Its patented product CoalSwitch™ is the world's only drop-in biomass fuel that can be mixed at any ratio with coal or completely replace coal in existing coal-fired power stations without requiring plant modification. Active Energy Group's immediate strategic focus is the production and commercialisation of CoalSwitch™ and a low emission CoalSwitch™ blend that utilises other waste materials.

1.	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	1.  Michael Rowan 2.  Andrew Diamond
2.	Reason for the Notification
a)	Position/status	1.  Chief Executive Officer 2.  Chief Financial Officer
b)	Initial notification/Amendment	Initial notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Active Energy Group plc
b)	LEI	213800P9PW3HJ5YJRK43
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	Ordinary shares of 0.01p each
	Identification code	GB00B1YMN108
b)	Nature of the transaction	Participation in Placing
c)	Price(s) and volume(s)	Number of Shares Price per Share 1. 1,500,000 2. 500,000 1.0p 1.0p
d)	Aggregated information: -  Aggregated volume -  Price	As (c) above
e)	Date of the transaction	1 February 2021
f)	Place of the transaction	Outside a trading venue

IMPORTANT NOTICES

Neither this Announcement, nor any copy of it, may be taken or transmitted, published or distributed, directly or indirectly, in, or into the United States, Canada, Australia, Japan, or the Republic of South Africa or to any persons in any of those jurisdictions or any other jurisdiction where to do so would constitute a violation of the relevant securities laws of such jurisdiction. This Announcement is for information purposes only and does not constitute an offer to sell or issue, or the solicitation of an offer to buy, acquire or subscribe for any shares in the capital of the Company in the United States, Canada, Australia, Japan or the Republic of South Africa or any other state or jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation. Any failure to comply with these restrictions may constitute a violation of securities laws of such jurisdictions. The Placing Shares have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "US Securities Act") or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold, transferred or delivered, directly or indirectly, in or into the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with the securities laws of any state or other jurisdiction of the United States. There will be no public offering of securities in the United States. Any failure to comply with the foregoing restrictions may constitute a violation of US securities laws. The distribution of this Announcement in other jurisdictions may be restricted by law and persons into whose possession this Announcement comes should inform themselves about, and observe, any such restrictions.

There is no intention to register any portion of the Placing in the United States or to conduct any public offering of securities in the United States or elsewhere. All offers of Placing Shares will be made pursuant to an exemption under the Prospectus Regulation (EU) 2017/1129, as amended from time to time, and includes any relevant implementing measure in any member state (the "Prospectus Regulation"), from the requirement to produce a prospectus.

Recipients of this Announcement should conduct their own investigation, evaluation and analysis of the business, data and property described in this Announcement. This Announcement does not constitute a recommendation concerning any investor's options with respect to the Placing. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. The contents of this Announcement are not to be construed as legal, business, financial or tax advice. Each Shareholder or prospective investor should consult with his or her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

Members of the public are not eligible to take part in the Placing. This Announcement is for information purposes only and is directed only at: (a) persons in Member States of the European Economic Area who are qualified investors within the meaning of article 2(e) of the Prospectus Regulation ("Qualified Investors"); and (b) in the United Kingdom, Qualified Investors who are persons who (i) have professional experience in matters relating to investments falling within the definition of "investment professionals" in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); (ii) are persons falling within article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc") of the Order; or (iii) are persons to whom it may otherwise be lawfully communicated (all such persons together being referred to as "Relevant Persons"). This Announcement must not be acted on or relied on by persons who are not Relevant Persons.

This Announcement is not being distributed by, nor has it been approved for the purposes of section 21 of the Financial Services and Markets Act 2000, as amended ("FSMA") by, a person authorised under FSMA. This Announcement is being distributed and communicated to persons in the United Kingdom only in circumstances in which section 21(1) of FSMA does not apply. No prospectus will be made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with the Prospectus Regulation) to be published. Persons needing advice should consult an independent financial adviser.

Persons (including without limitation, nominees and trustees) who have a contractual right or other legal obligations to forward a copy of this Announcement should seek appropriate advice before taking any action.

This Announcement has been issued by, and is the sole responsibility of, the Company. No representation or warranty, express or implied, is or will be made by the Company or Allenby Capital, or by any of their respective partners, directors, officers, employees, advisers, consultants or affiliates as to or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to any interested person or its advisers, and any liability therefore is expressly disclaimed. None of the information in this Announcement has been independently verified or approved by Allenby Capital or any of their respective partners, directors, officers, employees, advisers, consultants or affiliates. Save for any responsibilities or liabilities, if any, imposed on Allenby Capital by FSMA or by the regulatory regime established under it, no responsibility or liability is accepted by Allenby Capital or any of its respective partners, directors, officers, employees, advisers, consultants or affiliates for any errors, omissions or inaccuracies in such information or opinions or for any loss, cost or damage suffered or incurred howsoever arising, directly or indirectly, from any use of this Announcement or its contents or otherwise in connection with this Announcement or from any acts or omissions of the Company in relation to the Placing.

Allenby Capital, which is authorised and regulated in the United Kingdom by the FCA, is acting for the Company and no-one else in connection with the transactions and arrangements described in this Announcement and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the transactions and arrangements described in this Announcement. Allenby Capital is not responsible to anyone other than the Company for providing the protections afforded to clients of Allenby Capital or for providing advice in connection with the contents of this Announcement or the transactions and arrangements described herein.

The distribution of this Announcement and the offering of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company or Allenby Capital that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and Allenby Capital to inform themselves about, and to observe, such restrictions.

No prospectus will be made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with the Prospectus Regulation) to be published. Persons needing advice should consult an independent financial adviser.

In connection with the Placing, Allenby Capital and any of its affiliates, acting as investors for their own account, may take up a portion of the shares in the Placing as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such shares and other securities of the Company or related investments in connection with the Placing or otherwise. Accordingly, references to Placing Shares being offered, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or acquisition, placing or dealing by Allenby Capital and any of its affiliates acting in such capacity. In addition, Allenby Capital and any of its affiliates may enter into financing arrangements (including swaps) with investors in connection with which Allenby Capital and any of its respective affiliates may from time to time acquire, hold or dispose of shares. Allenby Capital does not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

Cautionary statements

This Announcement may contain and the Company may make verbal statements containing "forward-looking statements" with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition, performance, strategic initiatives, objectives and results. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may", "could", "outlook" or other words of similar meaning. By their nature, all forward-looking statements involve risk and uncertainty because they relate to future events and circumstances which are beyond the control of the Company. As a result, the actual future financial condition, performance and results of the Company may differ materially from the plans, goals and expectations set forth in any forward-looking statements. Any forward-looking statements made in this Announcement by or on behalf of the Company speak only as of the date they are made. The information contained in this Announcement is subject to change without notice and except as required by applicable law or regulation, the Company expressly disclaims any obligation or undertaking to publish any updates or revisions to any forward-looking statements contained in this Announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statements are based.

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into or forms part of this Announcement.

 

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