PrimaryBid.com Offer

RNS Number : 6154N

Active Energy Group PLC

01 February 2021

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 WHICH FORMS PART OF DOMESTIC LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018.

THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF ACTIVE ENERGY GROUP PLC.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") AND HAS BEEN APPROVED BY PRIMARYBID LIMITED WHICH IS AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (FRN 779021).

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

1^st February 2021

Active Energy Group Plc

(" Active Energy " or the " Company ") (LON: AEG)

PrimaryBid.com Offer

Active Energy ( LON : AEG ), the London quoted   international biomass based renewable energy and forestry management business , is pleased to announce, a conditional offer for subscription via PrimaryBid (the "PrimaryBidOffer") of new ordinary shares of 0.01 p each in the Company ("New Ordinary Shares") at an issue price of 1.0 pence per New Ordinary Share (the "Issue Price"), being a discount of 13.4 per cent to the closing mid-price on 29^th January 2021. The Company is also conducting a placing of new Ordinary Shares at the Issue Price by way of an accelerated bookbuild process (the "Placing") as announced at 16:30 on 1^st February 2021, as well as a proposed restructuring of the £17.7 million of convertible loan notes previously issued by the Company (the "CLN Restructuring") .

The PrimaryBid Offer and the Placing are conditional on, inter alia: (i) the passing of the resolutions at a general meeting to be convened by the Company; (ii) the completion of the CLN Restructuring; and (iii) the new Ordinary Shares to be issued pursuant to the PrimaryBid Offer and the Placing being admitted to trading on AIM ("Admission"). Admission is expected to be take place at 8.00 a.m. on 23 February 2021 . The PrimaryBid Offer will not be completed without the Placing also being completed.

The Company will use the funds raised for:

· the installation and commissioning of the CoalSwitch^TM up to 5tph reference plant;

· accelerating detailed engineering and planning for the CoalSwitch ™ up to 50tph production plant;

· capital expenditure to enhance the existing infrastructure and operations at Lumberton;

· the payment of the coupon on CLNs in respect of the period from 1 October 2020 to 31 January 2021 and other costs associated with the CLN Restructuring; and

· providing the Company with general working capital to cover operations and other corporate costs.

PrimaryBid Offer

The Company values its retail investor base and is therefore pleased to provide private and other investors the opportunity to participate in the PrimaryBid Offer by applying exclusively through the www.PrimaryBid.com platform and the PrimaryBid mobile app available on the Apple App Store and Google Play. PrimaryBid does not charge investors any commission for this service.

The PrimaryBid Offer, via the PrimaryBid.com platform, will be open to individual and institutional investors from 16:35 p.m. on 1 February 2021 to 20:00 p.m. on 1 February 2021 .  The PrimaryBid Offer may close early if it is oversubscribed.

The Company, in consultation with PrimaryBid, reserves the right to scale back any order at its discretion. The Company and PrimaryBid reserve the right to reject any application for subscription under the Offer without giving any reason for such rejection.

No commission is charged to investors on applications to participate in the PrimaryBid Offer made through PrimaryBid.  It is vital to note that once an application for New Ordinary Shares has been made and accepted via PrimaryBid, an application cannot be withdrawn.

For further information on PrimaryBid.com or the procedure for applications under the PrimaryBid Offer, visit  www.PrimaryBid.com  or call PrimaryBid.com on [phone]. 

The New Ordinary Shares will be issued free of all liens, charges and encumbrances and will, when issued and fully paid, rank pari passu in all respects with the Company's existing Ordinary Shares.

Active Energy Group Plc Michael Rowan (Chief Executive Officer) Andrew Diamond (Chief Financial Officer)
PrimaryBid Limited Charles Spencer / James Deal	+ 44 (0) 203 026 4750
SP Angel Corporate Finance LLP , Nominated Adviser and Joint Broker David Hignell / Caroline Rowe	[phone]

Details of the Offer

The Company highly values its retail investor base which has supported the Company alongside institutional investors over several years. Given the longstanding support of retail shareholders, the Company believes that it is appropriate to provide retail and other interested investors the opportunity to participate in the Offer. The Company is therefore making the Offer available exclusively through PrimaryBid.com.

The Offer is offered under the exemptions against the need for a prospectus allowed under the Prospectus Rules. As such, there is no need for publication of a prospectus pursuant to the Prospectus Rules, or for approval of the same by the Financial Conduct Authority in its capacity as the UK Listing Authority. The Offer is not being made into any Restricted Jurisdiction or any other jurisdiction where it would be unlawful to do so.

There is a minimum subscription of £100 per investor under the terms of the Offer which is open to existing shareholders and other investors subscribing via PrimaryBid.com.

For further details please refer to the PrimaryBid.com website at  www.PrimaryBid.com . The terms and conditions on which the Offer is made, including the procedure for application and payment for New Ordinary Shares, is available to all persons who register with PrimaryBid.com.

Investors should make their own investigations into the merits of an investment in the Company. Nothing in this announcement amounts to a recommendation to invest in the Company or amounts to investment, taxation or legal advice.

It should be noted that a subscription for New Ordinary Shares and investment in the Company carries a number of risks. Investors should consider the risk factors set out on PrimaryBid.com before making a decision to subscribe for New Ordinary Shares. Investors should take independent advice from a person experienced in advising on investment in securities such as the New Ordinary Shares if they are in any doubt. 

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