Corporate Update, Proposed MVL & Cancellation

Active Energy Group PLC

20 June 2024

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATIONS (EU) NO. 596/2014 WHICH FORMS PART OF DOMESTIC UK LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR").

20 June 2024

Active Energy Group Plc

("Active Energy" or the "Company")

Corporate update,

proposed cancellation from admission to trading on AIM

and

proposed members' voluntary liquidation

Active Energy (AIM: AEG, OTCQB: ATGVF), the international biomass based renewable energy business, today announces a corporate update, the proposed cancellation of the Company's ordinary shares from trading on AIM and members' voluntary liquidation of the Company.

Corporate update

On 9 April 2024, Active Energy announced that the board of the Company (the "Board") had concluded that it would not be possible to raise sufficient working capital for the Company to continue the commercialisation of its CoalSwitch assets (the "CoalSwitch Assets") and, as a result, the Board was seeking a buyer for those assets.  On 13 May 2024, the Company announced that, should the Company fail to receive an acceptable offer for its Coalswitch Assets, the Board would have no option but to consider a members' voluntary liquidation of the Company.

The Company has evaluated a number of potential offers for the Coalswitch Assets, alongside other routes to raise equity financing for the Company. However, whilst discussions regarding some of these opportunities continue, the Board are of the view that, should these discussions terminate, then the most appropriate course of action is for the Company to seek shareholder approval to:

(i)            cancel the admission to trading on AIM of the Company's ordinary shares (the "Proposed Cancellation"); and

(ii)           undertake a members' voluntary liquidation in order to effect a solvent winding up of the business (the "Proposed MVL").

On 13 May 2024, the Company also announced that, due to the Company's limited cash resources, the Company's audit for the year ended 31 December 2023 (the "FY 2023 Results") may not be completed before 30 June 2024.  The Board can now confirm that the Company will not be in a position to finalise its FY 2023 Results prior to 30 June 2024 and, as a result, trading in the Company's ordinary shares on AIM is expected to be suspended at 07:30 on 1 July 2024 in accordance with AIM Rule 19. 

The Proposed Cancellation

Under Rule 41 of the AIM Rules for Companies (the "AIM Rules"), it is a requirement that the cancellation of trading on AIM in the Company's ordinary shares must be approved by not less than 75 per cent. of votes cast by shareholders at a general meeting of the Company.  In addition, any AIM company that wishes for the London Stock Exchange to cancel the admission of its shares to trading on AIM is required to notify shareholders and to separately inform the London Stock Exchange of its preferred cancellation date at least 20 Business Days prior to such date.

Accordingly, the Board has notified the London Stock Exchange of the Company's intention, subject to the appropriate resolution being passed at a general meeting of the Company, to cancel theadmission of the Ordinary Shares to trading on AIM on 23 July 2024. A circular (the "Circular") convening a general meeting  of the Company (the "General Meeting") in relation to the Proposed Cancellation, to be held on 22 July 2024, will be sent to the Company's shareholders in due course and an announcement will be made.

The Proposed MVL

The Board will set out in the Circular the proposals, should the Proposed Cancellation become effective, to put the Company into a solvent members' voluntary liquidation pursuant to the UK Insolvency Act 1986.  Resolutions will be proposed at the General Meeting to approve the appointment of a liquidator to implement the Proposed MVL, with such liquidator to be appointed immediately following the conclusion of the General Meeting. The Proposed MVL will enable any surplus funds, if any, remaining after paying all known creditors in full together with statutory interest where applicable, to be distributed to shareholders.  However, at this time the Board anticipate that any distribution to shareholders would be de minimis unless the Company is able to realise a cash value for its remaining assets. As set out in the Company's announcement on 13 May 2024, the Company's CoalSwitch Assets comprise:

i)     the Company's original patent and trademark portfolio on the steam explosion process to produce the fuel;

ii)    all production and test data knowhow acquired from the initial production activities at Player Design Inc's facility at Ashland in Maine that may be applicable for the future production analysis for additional biomass products; and

iii)   all the relevant customer and internal test data.

The Group's other assets currently comprise:

i)     cash and cash equivalents of approximately $0.3m;and

ii)    a 4.1% shareholding in Alpha Prospects Limited ("Alpha Prospects") which has a book value of approximately £0.68m.  Alpha Prospects is an unquoted investment company that focuses on green technology investments, and it has incubated several new technologies in recent years. Within its portfolio, Alpha Prospects' latest focus is upon plasmoid related technologies and the commercial development of this technology for application in the United States, Asia, India and the United Kingdom. 

In the opinion of the Board, should shareholders not vote in favour of the Proposed Cancellation and Proposed MVL, then were the Company to fail to secure a cash value for any of its remaining assets, the Board would have no option but to place the Company into administration. In this circumstance, it is highly unlikely that any value would be returned to shareholders.

Further updates will be made in due course where appropriate.

Enquiries: 

Active Energy Group Plc	Michael Rowan (Chief Executive Officer) James Leahy  (Non-Executive Chairman)	[e-mail]
Allenby Capital Limited Nominated Adviser and Broker	Nick Naylor/James Reeve/Daniel Dearden-Williams (Corporate Finance) Amrit Nahal (Sales/Corporate Broking)	Office: [phone]
Camarco Financial PR Adviser	Tom Huddart / Emily Hall / Lily Pettifar	[e-mail] Office: [phone]

Website	LinkedIn	Twitter
www.aegplc.com	www.linkedin.com/in/active-energy-group-plc/	https://twitter.com/aegplc @aegplc

About Active Energy Group

Headquartered in London with operations in the United States, Active Energy Group plc (AIM: AEG, OTCQB:ATGVF) is a biomass-based renewable energy company focused on the production and development of next generation biomass products that have the potential to transform coal fired power and heavy industries and the existing renewable biomass industry.

Active Energy has developed a proprietary technology which transforms waste biomass material into high-value renewable fuels. Its patented product CoalSwitch® is a leading drop-in biomass renewable fuel that can be blended and co-fired with coal at any ratio without requiring significant plant modification or wholly replacing existing biomass fuels. 

 

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