Result of placing and announcement of Retail Offer

AMTE Power PLC

08 September 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

8 September 2023

AMTE Power Plc

Placing to raise £2.1 million and proposed retail offer to raise up to £0.25 million

Introduction

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 conditionally placed 124,476,380 new ordinary shares of 0.5 pence each ("Ordinary Shares") in the capital of the Company (the "Placing Shares") at a price of 1.7 pence per Placing Share (the "Issue Price") to raise approximately £2.1 million (before expenses) (the "Placing").

Furthermore, to enable existing shareholders of the Company ("Shareholders") to participate in the equity fundraising, the Company is proposing to raise up to a further £0.25 million (before expenses) by way of a retail offer to be made to existing Shareholders of up to 14,705,880 new Ordinary Shares (the "Retail Shares") at the Issue Price via the Bookbuild Platform ("BookBuild") (the "Retail Offer").  The Retail Offer will be launched following Conditional Admission (as defined below) becoming effective. A separate announcement will be made in due course regarding the Retail Offer and its terms. For the avoidance of doubt, the Retail Offer is not part of the Placing.

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 Initial Recapitalisation Plan

Further to the announcement of the Initial Recapitalisation Plan on 25 July 2023 (the "Previous Announcement"), the net proceeds of the Placing will be used to provide further time for the Company and the potential new equity investor (the "Potential Equity Investor", referred to as the Equity Investor in the Previous Announcement) to complete the proposed initial equity investment of £2.5 million (the "Proposed Subscription").

During the course of its due diligence, the Potential Equity Investor has advised that it can, where suitable, introduce companies in which it has an equity interest to AMTE Power with the view to generating offtake agreements for sodium-ion battery cells. It would also provide similar introductions to other companies with which it has strategic relationships, where battery technology is currently being deployed at large scale in various industries, for example in renewable energy.

Given the potential for revenue growth that, in the Directors' view, can be realised through these arrangements, AMTE Power intends to issue the Potential Equity Investor with compensatory warrants in recognition of the value of such offtake agreements. If required, shareholder approval for the issue of any such warrants will be sought in due course.

The board of directors of the Company has been informed by the Potential Equity Investor that its due diligence is progressing; that significant strategic work has been undertaken; that further confirmatory and technical due diligence is its current focus; and that this work is now anticipated to complete by the end of October 2023.

Arena Loan

The Company has, to date, drawn £0.5 million under the loan facility announced in the Previous Announcement (the "Arena Loan") with the remaining balance of £0.5 million available for drawdown upon agreement between Arena Investors LP ("Arena") and AMTE Power.

Pursuant to the terms of the Arena Loan, AMTE Power shall be obliged to repay Arena an amount equal to 50 per cent. of the amount which the aggregate net proceeds of the Placing and the Retail Offer received by AMTE Power exceeds £1.5 million, up to a maximum repayment amount of £0.6 million, based on the amount currently drawn.

The Placing

The Placing will be conducted in two tranches, with the first tranche (the "Firm Placing") of 11,879,770 Placing Shares (the "Firm Placing Shares") being issued and allotted under AMTE Power's existing shareholder authorities and the second tranche (the "Conditional Placing") of 112,596,610 Placing Shares (the "Conditional Placing Shares") being issued and allotted subject, among other things, to the necessary resolutions (the "Resolutions") required to implement the Conditional Placing being duly passed by Shareholders at a general meeting of shareholders which is proposed to be held at Scotland House, 58 Victoria Embankment, London EC4Y 0DS at 10.00 a.m. on 25 September 2023 (the "General Meeting"). 

Application has been made to the London Stock Exchange for the admission of the Firm Placing Shares to trading on the AIM market. It is anticipated that Firm Admission will take place on or before 8.00 a.m. on 11 September 2023.  Application will be made to the London Stock Exchange for the admission of the Conditional Placing Shares to trading on the AIM market and Conditional Admission will take place, subject to the passing of the Resolutions, on or before 8.00 a.m. on 26 September 2023.

The Issue Price represents a discount of approximately 81.62% per cent. to the closing middle market price of 9.25 pence per Ordinary Share on 7 September 2023, being the latest practicable date prior to the publication of this announcement.

Following Firm Admission, the Company will have 48,312,070 Ordinary Shares in issue and, following Conditional Admission, the Company will have 160,908,680 Ordinary Shares in issue. The Placing Shares, assuming Conditional Admission occurs, will represent approximately 77.4 per cent. of the current issued share capital as enlarged by the Placing, 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.

Assuming Conditional Admission occurs, the proceeds of the Placing, net of expenses, will provide the Company with working capital until early November 2023.

The Company will make a further announcement in due course with respect to the publication of the circular, containing further details of the Placing and convening the General Meeting (the "Circular"). Such announcement will also set out the expected timetable for the Conditional Placing. Once published, the Circular 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 General Meeting, the Conditional Placing and the Retail Offer would not proceed as currently envisaged and, as such, the anticipated net proceeds of the Conditional Placing and the Retail Offer 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 and there would be no alterative 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.

The Retail Offer

The Company values its Shareholder base and believes that it is appropriate to provide its eligible existing retail Shareholders in the United Kingdom the opportunity to participate in the Retail Offer.

To enable other existing Shareholders not able to participate in the Placing, an opportunity to subscribe for additional Ordinary Shares and to mitigate an element of dilution, the Company is proposing to raise up to an additional £0.25 million (before expenses) by way of the Retail Offer following the close of the Company's General Meeting.

The Company shall make a further announcement shortly after Conditional Admission becoming effective containing further information on how existing Shareholders can participate in the Retail Offer. The Retail Offer may not be fully subscribed.

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

"We are very pleased to have the support of existing and new shareholders as we look to put in place the Initial Recapitalisation Plan and progress towards restoring the Group's financial foundations. I am particularly excited to be working with a potential investor who can truly support the strategic growth and development of the business."

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