Proposed subscription, placing and CLF

AMTE Power PLC

16 November 2023

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE UK VERSION OF REGULATION (EU) NO 596/2014 WHICH FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED. UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

For immediate release

16 November 2023

AMTE Power Plc

Proposed subscription, placing and convertible loan facility

AMTE Power Plc (AIM: AMTE) ("AMTE Power" or the "Company" and, together with its subsidiary undertakings, the "Group"), a leading developer and manufacturer of lithium-ion and sodium-ion battery cells for specialist markets, is pleased to announce that it has today entered into:

·    a conditional subscription agreement, as first anticipated on 25 July 2023, to raise £2.5 million (the "Subscription") at 1.7 pence per ordinary share of 0.5 pence each from Pinnacle International Venture Capital Ltd, a newly incorporated entity managed by Pinnacle International Capital Corp. (together with its affiliates, "Pinnacle") (the "Subscription Agreement");

·    a conditional placing agreement to raise a further £400,000 at 0.5 pence per Ordinary Share (the "Placing"); and

·    a £200,000 convertible loan facility with Pinnacle (the "Convertible Loan Facility").

Any amounts advanced to AMTE Power under the Convertible Loan Facility shall reduce the amount available to the Company under the Subscription Agreement by a corresponding amount.

The Placing and the Convertible Loan Facility are intended to provide the Group with sufficient working capital until completion of the Subscription Agreement.

Pinnacle

Pinnacle International Capital Corp. is a global private equity firm specializing in real estate developments and buyout investments. Pinnacle is committed to achieving long-term sustainable growth in its investments, with a well-established team possessing vast investment expertise and a proven track record of identifying and capitalizing on investment opportunities. The prospective investment from Pinnacle is aligned with the UK's regional investment zones and job creation initiatives. The investment will be made through Pinnacle International Ventures Limited, a newly incorporated entity managed by Pinnacle.

The Subscription Agreement

Pinnacle has agreed, under the Subscription Agreement, to conditionally subscribe for 147,058,824 new Ordinary Shares (the "Subscription Shares") (to be reduced by the issue of any Conversion Shares issued under the Convertible Loan Facility) at 1.7 pence each and has been granted warrants, as anticipated on 8 September 2023, exercisable over a further 880,184,436 Ordinary Shares at 0.5 pence each, such that its interest in the enlarged share capital of the Company, following the Placing, the issue of any Conversion Shares and the exercise of all outstanding warrants and options, as of today's date, (the "Fully Diluted Share Capital") will amount to 80 per cent.

The Subscription Agreement is conditional, inter alia, upon:

·    Pinnacle being satisfied with the conclusion of its continuing due diligence enquiries;

·    the UK Panel on Takeovers and Mergers (the "Panel") agreeing to waive the obligation under Rule 9 of the City Code on Takeovers and Mergers to make a mandatory offer for the entire issued share capital of the Company which would otherwise apply to Pinnacle upon completion of the Subscription and conversion of the convertible loan facility, subject to the approval of independent shareholders of the Company (the "Rule 9 Waiver");

·    Pinnacle obtaining any consent under the National Security and Investments Act 2021 in respect of the Subscription, if required; and

·    the resolutions to be proposed at the general meeting to approve the Subscription (which shall include the Rule 9 Waiver) (the "Subscription General Meeting") being passed.

The Subscription Agreement also provides that:

·    Pinnacle would be entitled whilst it has an interest of: (i) no less than 50 per cent. of the Fully Diluted Share Capital to appoint 60 per cent. of the board of directors (the "Board") of the Company; and (ii) between 25 per cent and 50 per cent of the Fully Diluted Share Capital to appoint 40 per cent. of the Board, in each case alongside two executive directors and two non-executive directors independent of Pinnacle and its associates;

·    In the event that Pinnacle does not fully take up its rights to appoint directors of the Board, those directors that it does appoint will have the voting rights of those directors not appointed at that time;

·    Pinnacle would be entitled, whilst it has an interest of no less than 25 per cent of the Fully Diluted Share Capital, to approve certain decisions of the Board, including in relation to:

o  the acquisition of interests in other companies;

o  alterations to the Company's share capital and the rights pertaining thereto;

o  the issue or redemption of equity or debt capital;

o  the adoption of the annual budget and approval of major items not detailed therein; and

o  the appointment of any new directors of the Board.

·    Pinnacle would be entitled to be provided, subject to customary confidentiality undertakings, with certain internal management information whilst it has an interest of not less than 25 per cent of the Fully Diluted Share Capital;

·    Pinnacle has accepted certain basic covenants typical of an agreement with a controlling shareholder whilst it has an interest of no less than 30 per cent of the Fully Diluted Share Capital and for so long as  the Ordinary Shares are admitted to trading on AIM; 

·    It will be the intention of the Company to cancel the admission of the Ordinary Shares to trading on AIM and to seek admission of the Company's then issued and to be issued share capital to the standard listing segment (or any successor thereof) of the Official List and to trading on the London Stock Exchange's Main Market for listed securities, once AMTE Power so qualifies; and

·    In the event that the Company is no longer admitted to trading on AIM, it will use its best endeavours to issue Pinnacle with a class of golden or special share, the rights attaching to which provide Pinnacle with consent, information and board appointment rights as summarised herein for so long as Pinnacle holds not less than 5 per cent. of the Ordinary Shares.

The proceeds of the Subscription, net of expenses, are expected to provide the Company with working capital until the second quarter of 2024, at which point it is the intention of Pinnacle either to provide additional equity or debt funds, or facilitate the access to such funds.

A circular convening the Subscription General Meeting will be circulated to the Company's shareholders ("Shareholders") as soon as practicable.

The Placing

The £400,000 Placing (before expenses) announced today comprises 80,000,000 new Ordinary Shares (the "Placing Shares") being issued at 0.5 pence per Ordinary Share

The Placing Agreement is subject, among other things, to:

·    the necessary resolutions required to implement the Placing (the "Placing Resolutions") being duly approved at a general meeting (the "Placing General Meeting") to be convened on 4 December 2023;

·    the Panel granting the Rule 9 Waiver and the circular to shareholders convening the Subscription General Meeting being posted;

·    admission to trading on AIM of the Placing Shares ("Admission") becoming effective; and

·    upon the Placing Agreement between the Company and the Joint Bookrunners (as defined below) not being terminated in accordance with its terms.

The Placing Agreement is not conditional upon completion of the Subscription Agreement.

There can be no certainty that even if the Subscription Agreement is approved by shareholders, that it will complete, in which case it would be likely that AMTE Power would not be able to meet its financial obligations as they fall due and there would be no alternative other than for the Group to enter into administration or some other form of insolvency procedure under which the prospects for recovery of value, if any, by Shareholders would be uncertain.

Application will be made to the London Stock Exchange for Admission. It is anticipated that Admission will take place on or before 8.00 a.m. on 5 December 2023.

Following Admission, the Company will have 246,259,777 Ordinary Shares in issue. The Placing Shares will represent 32.5 per cent. of the issued share capital as enlarged by the Placing, but, for the avoidance of doubt, not the Subscription, and will be issued fully paid and will rank pari passu in all respects with the Company's existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of issue.

The Convertible Loan Facility

Pinnacle has agreed to provide the Group with a £200,000 zero coupon convertible loan facility. Any loan drawn down under the facility is convertible into new ordinary shares (the "Conversion Shares") at 0.5 pence per share and any amount not converted is repayable after two years. The Company has agreed to make payments only in accordance with an agreed cash flow forecast or as otherwise agreed by Pinnacle

The Facility Agreement is subject, among other things, to:

·    the Panel granting the Rule 9 Waiver and the circular to shareholders convening the Subscription General Meeting being posted;

·    the necessary shareholder resolutions required for the Placing being approved by the Company's shareholders at the Placing General Meeting; and

·    the Subscription Agreement not being terminated.

The conversion rights under the Convertible Loan Facility are themselves conditional upon the resolutions to be proposed at the Subscription General Meeting to approve the Rule 9 Waiver being passed.

Any amounts advanced to AMTE Power under the Convertible Loan Facility shall reduce the amount available to the Company under the Subscription Agreement by a corresponding amount.

The aggregate proceeds of the Placing and the Facility, net of expenses, are intended to provide the Group with working capital until mid December 2023, by when it is anticipated that the Subscription Agreement will have been completed.

WH Ireland Limited ("WHI") is acting as nominated adviser, joint bookrunner and joint broker in connection with the Placing. SI Capital Limited ("SI Capital" and together with WHI, the "Joint Bookrunners") is acting as joint bookrunner and joint broker in connection with the Placing.

The circular convening the Placing General Meeting is expected to be posted to Shareholders today. Once published, a copy will also be made available on the Company's website at www.amtepower.com.

Importance of the vote

If the resolutions are not approved by Shareholders at the Placing General Meeting, the Placing would not proceed as currently envisaged and, as such, the anticipated net proceeds of the Placing would not become available to AMTE Power. Accordingly, in light of the Group's reducing cash position, it would be likely that AMTE Power would not be able to meet its financial obligations as they fall due, ahead of completion of the Subscription Agreement, and there would be no alternative other than for the Group to enter into administration or some other form of insolvency procedure under which the prospects for recovery of value, if any, by Shareholders would be uncertain.

Alan Hollis, Chief Executive Officer at AMTE Power, said:

"We are delighted to receive the continued support from both our existing and new shareholders. It is also a very positive indication of intent from Pinnacle who are supporting AMTE Power with a CLN to help complete the recapitalisation plan. I look forward to making more positive progress as we move towards the successful completion of the Pinnacle investment".

The person responsible for arranging the release of this announcement on behalf of the Company is Anita Breslin, Chief Financial Officer of the Company.

Enquiries

AMTE Power plc	[phone]
Alan Hollis (Chief Executive Officer) Anita Breslin (Chief Financial Officer)
WH Ireland (NOMAD and Joint Broker)	[phone]
Chris Fielding / James Bavister (Corporate Finance)
Fraser Marshall (Corporate Broking)
SI Capital Limited (Joint Broker)	[phone]
Nick Emerson (Corporate Finance) Nick Briers (Corporate Broking)
Camarco (Financial PR)
Ginny Pulbrook / Rosie Driscoll	[phone] / 4981

About AMTE Power

AMTE Power was founded in 2013 and is a leading UK developer and manufacturer of lithium-ion and sodium-ion battery cells for specialist markets. In March 2021, the Company was admitted to trading on the AIM market of the London Stock Exchange. The Company is focused on launching a series of next generation battery cells based on new chemistries and cell structures that are designed to solve key problems in power delivery, energy performance, and safety. These new products are targeted at a range of specialist markets including the electric vehicle industry and energy storage sector.

AMTE Power's purpose-built cell manufacturing facility in Thurso, Scotland has the second largest cell manufacturing capacity in the UK and the Company also has a product development team based in Oxford. AMTE's proposed gigafactory in Dundee, Scotland is expected to be capable of producing over 8 million battery cells per annum enabling the Company to rapidly scale up cell production.

For further information visit the Company's website: www.amtepower.com

Important notices

This announcement is for information purposes only and does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in any jurisdiction and should not be relied upon in connection with any decision to subscribe for or acquire ordinary shares in the capital of the Company. In particular, this announcement does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States.

This announcement has been issued by, and is the sole responsibility of, the Company. No person has been authorised to give any information or to make any representations other than those contained in this announcement and, if given or made, such information or representations must not be relied on as having been authorised by the Company.

No statement in this announcement is intended to be a profit forecast or profit estimate and no statement in this announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will", "would" or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include matters that are not historical facts. They appear in a number of places throughout this announcement and include statements regarding the directors of the current Company's intentions, beliefs or expectations concerning, among other things, the Company's results of operations, financial condition, liquidity, prospects, growth, strategies, and the Company's markets. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Actual results and developments could differ materially from those expressed or implied by the forward-looking statements. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements in this announcement are based on certain factors and assumptions, including the directors of the Company's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company's operations, results of operations, growth strategy and liquidity. Whilst the directors of the Company consider these assumptions to be reasonable based upon information currently available, they may prove to be incorrect. Save as required by applicable law, the AIM Rules for Companies or the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority (the "FCA"), the Company undertakes no obligation to release publicly the results of any revisions to any forward-looking statements in this announcement that may occur due to any change in the directors of the Company's expectations or to reflect events or circumstances after the date of this announcement.

WH Ireland Limited is authorised and regulated by the FCA in the United Kingdom and is acting exclusively for the Company and no one else in connection with the Placing, and WHI will not be responsible to anyone (including any persons subscribing for Placing Shares ("Placees")) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing or any other matters referred to in this Announcement.

SI Capital Limited is authorised and regulated by the FCA in the United Kingdom and is acting exclusively for the Company and no one else in connection with the Placing, and SI Capital will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing or any other matters referred to in this Announcement.

No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the Joint Bookrunners or by any of their respective affiliates, agents, directors, officers, consultants, partners or employees as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefor is expressly disclaimed.

The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser.

Neither the content of the Company's website nor any website accessible by hyperlinks to the Company's website is incorporated in, or forms part of, this announcement.

Certain figures contained in this announcement, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this announcement may not conform exactly with the total figure given.

The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than the AIM market of the London Stock Exchange.

All references to time in this announcement are to London time, unless otherwise stated.

 

END