Result of General Meeting

AMTE Power PLC

04 December 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

4 December 2023

AMTE Power Plc

Result of General Meeting

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 both of the resolutions were passed at its general meeting this morning to approve the Placing Agreement and the Convertible Loan Facility.

The Placing Agreement remains conditional, inter alia, upon:

·    the Panel granting the Rule 9 Waiver (subject to independent shareholder agreement) 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

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

The Subscription Agreement remains 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"); 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 Convertible Loan Facility remains conditional, inter alia, upon:

·    the Panel granting the Rule 9 Waiver (subject to independent shareholder agreement) and the circular to shareholders convening the Subscription General Meeting being posted; and

·    the Subscription Agreement not being terminated.

The Board anticipates that the circular convening the Subscription General Meeting will be posted imminently. A further announcement will be made at this time.

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

Capitalised terms not defined in this announcement shall have the meaning given to them in the Previous Announcement, unless the context otherwise demands.

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)
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