Completion of Sale and Board Changes

eEnergy Group PLC

09 February 2024

 

9 February 2024

eEnergy Group plc

("eEnergy", "the Company" or "the Group")

Completion of Sale of Energy Management Division

Board Changes

Further to the announcements on 22 January 2024 and 7 February 2024, eEnergy is pleased to announce it has completed the disposal of the Energy Management Division to Flogas Britain Limited for an initial consideration of £29.3 million. Additional contingent consideration, expected to be between £8 million and £10 million, will also be due to the Company, based on the trading performance of the Energy Management Division for the period to 30 September 2025.

The Company has now received the Initial Cash Consideration of £25 million and the remaining £4.3 million of initial consideration (reflecting the financial position of the Energy Management Division at completion) has been used to repay amounts due from the Group to the Energy Management Division. As previously announced, the net proceeds from the Disposal will be used to reinvest into the Company's high growth energy services division and pay down all the Group's external debt facilities of £8.1 million, comprising the £5.0 million HSBC Innovation Finance (previously known as Silicon Valley Bank) revolving credit facility ("RCF") and the £2.525 million secured discounted capital bonds ("Bonds") provided by FFIH Limited (£1 million)), Hawk Investment Holdings Limited (£1 million) and directors and previous directors (£0.525 million)  together, in the case of the RCF, with interest accrued, and, in the case of the Bonds, with an early settlement discount, as well as for general working capital purposes.

Capitalised terms in this announcement shall have the same meaning as in the Company's announcement of the Disposal on 22 January 2024, unless the context provides otherwise.

Board Changes

The Company is pleased to announce a board restructuring to reflect the simplified business and the Company's focus on its core energy services division going forward.

Following completion of the Disposal and with repayment of the Bonds to FFIH Limited and Hawk Investment Holdings Limited, John Foley, Non-Executive Chair, who is a shareholder and director of FFIH is stepping down from the board, and Andrew Lawley, currently Non-Executive Director, has been appointed Non-Executive Chair, each with immediate effect.

In addition, David Nicholl, Non-Executive Director, is stepping down from the board, effective immediately. David will, however, remains as an adviser to the board given his experience and technology sector knowledge.

The Company is also pleased to announce that John Hornby is joining the eEnergy board as Non-Executive Director with immediate effect. John is Chief Executive Officer of Luceco plc which, following its strategic investment into the Company in November 2023, holds an interest in 9.96% of eEnergy's issued shares. John originally joined Luceco in 1997 and led the management buyout of the company in 2000 as well as the secondary buyout with EPIC Investment Partners LLP (formerly EPIC Private Equity LLP) in 2005, in his capacity as CEO at that time. John began his career with Knox D'Arcy Management Consultants following his graduation from the University of Oxford where he obtained a degree in Economics.

Harvey Sinclair, eEnergy CEO, comments: "I am very pleased to announce the completion of the Disposal which unlocks value for shareholders and significantly strengthens our balance sheet so that we can focus our resources on our fast-growing energy services business. Andrew Lawley will continue to provide his advice and expertise to the board, now as Chair. On behalf of the Directors, management and staff, I would like to thank John Foley and David Nicholl for their valuable contributions as Directors of eEnergy.

"I would also like to thank our colleagues in the Energy Management Division and wish them every success with their new parent."

For further information, please visit www.eenergy.com or contact:

eEnergy Group plc	Tel: [phone]
Harvey Sinclair, Chief Executive Officer Crispin Goldsmith, Chief Financial Officer	[e-mail]
Strand Hanson Limited (Nominated Adviser)	Tel: [phone]
Richard Johnson, James Harris
Canaccord Genuity Limited (Joint Broker)	Tel: [phone]
Max Hartley, Harry Pardoe (Corporate Broking)
Turner Pope Investments (Joint Broker)	Tel: [phone]
Andy Thacker, James Pope	[e-mail]
Tavistock	Tel: [phone]
Jos Simson, Simon Hudson, Katie Hopkins	[e-mail]

AIM Rules for Companies, Schedule 2(g) Disclosures

The following additional information is provided in accordance with paragraph (g) of Schedule Two of the AIM Rules for Companies.

Mr Jonathan (John) Charles Hornby (aged 54) is currently or has been a Director of the following companies within the past five years:

Current Directorships	Past Directorships (in the last five years)
BG Electrical Limited	Luceco Lighting Limited
Luceco UK Limited	Masterplug Limited
Luceco plc	Masterplug Holdings Limited
Luceco Holdings Limited	B.G. Electrical Holdings Limited
Kingfisher Lighting Limited	Syncev Limited
Deanmor Investments	Syncev Technologies Limited
DW Windsor Group Limited	Fusion Lighting Limited
D.W. Windsor Limited	Street Lighting Limited
Pulsar Lighting Solutions Limited
Urban Control Limited
EV Charge Points UK T/A EVCP Ltd
Luceco Electrical (Jiaxing) Limited
Luceco SAS
Luceco Southern Europe SL
Luceco Inc

Mr Hornby currently holds no direct interests in the Company's ordinary Shares.

There is no further information to be disclosed pursuant to Schedule 2(g) of the AIM Rules for Companies.

About eEnergy Group plc

eEnergy (AIM: EAAS) is revolutionising the path to net zero as a leading digital energy services provider for B2B and public sector organisations. We eliminate the barriers to clean energy generation and energy waste reduction, offering solutions that don't require upfront capital investment. Our vison is clear: make net zero possible and profitable for every organisation. eEnergy is market leader within the education sector and has been awarded the Green Economy Mark by London Stock Exchange.

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