Update on Proposed Acquisition of Eqtec Iberia

RNS Number : 5278X

EQTEC PLC

27 November 2017

 

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Prior to its publication, certain information in this announcement was deemed to constitute inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No. 596/2014.

27 November 2017

EQTEC plc

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

Update on Proposed Acquisition of Eqtec Iberia

and

Notice of Extraordinary General Meeting

Further to the announcement of 17 July 2017, EQTEC plc (AIM: EQT), the technology solution company for waste gasification to energy projects, is pleased to announce that terms have been agreed for the proposed acquisition of the entire issued share capital of EQTEC Iberia, an engineering company specialising in the design, construction, operation and maintenance of power plants.

Terms of the deal

The total consideration for the Acquisition is £14 million, based on the suspension price, which will be satisfied by the issue of 833,864,531 Ordinary Shares on Admission. In addition, in order to fund the working capital needs of the Enlarged Group and the continued development of its near-term pipeline the Company is undertaking a Placing to raise £1.6 million (before expenses) by the issue of 246,153,847 Ordinary Shares ("Placing Shares") at 0.65 pence. The Placing Shares will represent 18.3 per cent. of the Enlarged Share Capital on Admission and rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive future dividends and other distributions declared, made or paid in respect of the Ordinary Shares.

The Placing Agreement contains indemnities from the Company and warranties from the Company and certain of the Directors and Proposed Directors in favour of Northland and VSA Capital, together with customary provisions which enable termination of the Agreement in certain circumstances prior to Admission, including circumstances where any of the warranties are found to be untrue or inaccurate in any material respect. The Agreement also contains customary undertakings from the Company, and the Enlarged Group Directors to Northland and VSA Capital, including, inter alia, that save as expressly set out in the Admission Document, and subject as required in the discharge of their directors' duties, each of them undertakes not to issue new equity of the Company for a period of four months following Admission.

Given the scale of the Acquisition, when compared to the existing Group, the transaction is a reverse takeover under the AIM Rules and therefore requires the Company to issue a new admission document, which is being published today and which is available on the company's website. The Acquisition is conditional, inter alia, on the approval by Shareholders of the Resolutions to be proposed at the Extraordinary General Meeting ("EGM"), which is being convened for 11.30 a.m. on 20 December 2017 at the Cork International Hotel, Cork Airport Business Park, Cork, Ireland.

If the Resolutions are passed at the EGM and the other conditions set out in the Acquisition Agreement and the Placing Agreement are met, it is expected that the Enlarged Share Capital will be admitted to trading on AIM with effect from 8.00 a.m. on 21 December 2017 under the code EQT.

The Directors and the Proposed Directors consider the Acquisition to be an excellent opportunity for the Group and in the best interests of the Company and Shareholders as a whole. Accordingly, the Directors recommend unanimously that Shareholders vote in favour of the Resolutions to be proposed at the EGM as they have irrevocably undertaken to do so in respect of their beneficial holdings of Ordinary Shares.

Shareholders should note that the Resolutions are inter-conditional and consequently if any of the Resolutions are not passed, the Proposals will not occur and the Ordinary Shares will continue to be admitted to trading on AIM.

Eqtec Iberia is 66.99 per cent. owned by EBIOSS Energy SE ("EBIOSS"), which currently also holds 50.03 per cent. of EQTEC plc, and 33.01 per cent. owned by Inava Ingenieria de Analisis SL ("Inava"), a company owned by certain employees of Eqtec Iberia. As EBIOSS is a substantial shareholder in the Company, the Proposed Transaction will also represent a related party transaction pursuant to Rule 13 of the AIM Rules. The Directors, having consulted with the Company's nominated adviser, Northland, consider that the terms of the Acquisition are fair and reasonable insofar as Shareholders are concerned.

Expected timetable of principal events

Publication and posting of the Admission Document and the Form of Proxy	27 November 2017
Latest time and date for receipt of Forms of Proxy and receipt of electronic proxy appointments via the CREST system	11.30 a.m. on 18 December 2017
Time and date of Extraordinary General Meeting	11.30 a.m. on 20 December 2017
Last day of trading of the Ordinary Shares on AIM	14 July 2017
Acquisition Agreement unconditional, Admission effective and commencement of dealings in the Enlarged Share Capital on AIM	21 December 2017
CREST accounts to be credited with Ordinary Shares (where applicable)	6.00 p.m. 20 December 2017
Despatch of definitive share certificates of Ordinary Shares in certificated form	By 4 January 2018

All future times and/or dates referred to in this document are subject to change at the discretion of the Company, Northland and VSA Capital and if any of the above times or dates should change, the revised times and/or dates will be notified by an announcement on RIS.

All times are UK times unless otherwise specified.

Events listed in the above timetable following the Extraordinary General Meeting are conditional on the passing at the Extraordinary General Meeting of the Resolutions.

Enquiries

EQTEC plc	[phone]
Gerry Madden / Brendan Halpin
Northland Capital Partners Limited - Nominated Adviser and Joint Broker	[phone]
Dugald J. Carlean / Tom Price
SVS Securities Plc - Joint Broker	[phone]
Tom Curran / Ben Tadd
VSA Capital Limited - Joint Broker	[phone]
Andrew Monk / Andrew Raca
Luther Pendragon - Financial PR	[phone]
Harry Chathli / Alexis Gore / Ana Ribeiro

Notes to Editors

Proposed Directors

Ian Pearson - Non-Executive Chairman

Ian was for five years the chairman of AIM listed OVCT2, a company which invested in a variety of renewal energy companies and was successfully merged into Apollo VCT plc last year. He is currently a Non-Executive Director of Thames Water Utilities Limited, the UK's biggest water company with 15 million customers, and is Chairman of CODE Investing Ltd. He is also a senior adviser to BAI Communications plc and has previously been a member of the UK Advisory Board of the accountants, PwC. During a distinguished Ministerial career from 2001-10 Ian Pearson held a number of positions, including Minister for Trade & Foreign Affairs, Minister of State for Climate Change and the Environment, Minister for Science, and Economic Secretary to the Treasury. He graduated from Balliol College, Oxford and has a Master's degree and a Doctorate in Industrial and Business Studies from the University of Warwick.

Neil O'Brien - Non-Executive Director

Neil O'Brien is an experienced manager and director in the UK energy sector holding a number of non-executive roles in both listed and private equity backed businesses. Prior to taking on non-executive positions, Neil was CEO at the UK listed independent power producer, Alkane Energy, where Neil oversaw expansion in its core coal mine methane business and expansion into the UK power response market. Neil qualified as a chartered accountant at Coopers & Lybrand and held a number of finance roles including senior positions in both Blue Circle Cement European Heating Division and in CAMAS plc before becoming Finance Director with Speedy Hire PLC.

Óscar Leiva  - Non-Executive Director

Óscar Leiva is currently the President and founder of EBIOSS, a technology group operating in the waste sector, and listed on the Spanish Stock Exchange. The group has during the last ten years invested in new technologies and companies that allow municipalities to solve their waste problem using smart waste collection and waste elimination technologies provided by EBIOSS. He studied a Bachelor's degree in Management and Master's degree in Financial Markets at the University of Barcelona. Oscar has held executive positions in private banking in different financial entities such as Credit Suisse Group and Banco Finantia. His international experience also comes from his role as Vice President of the Marina D'Or Group, a real estate developer and property company.

Luis Sanchez - Chief Executive Officer

Luis qualified as a power engineer at the Polytechnic University of Catalonia (Barcelona-Spain). Luis began his professional career at Sulzer Infra (now ENGIE) as HVAC ("Heating, Ventilation and Air Conditioning") and CHP Project developer. He has had several executive and management positions in the energy business until he founded Eqtec Iberia in 1997, starting a thermo-gasification R&D programme which is the origin of the unique Eqtec Gasifier Technology, patented by Eqtec Iberia. In 2012 he was one of the founders of EBIOSS and became its CEO. EBIOSS is a holding company developing biomass and waste power plants, listed on the Spanish Stock Exchange since July 2013.

About EQTEC plc

The Enlarged Group's business model will involve sourcing and providing assistance in developing waste elimination projects to which it will ultimately sell its technology "EGT" and O&M services. EGT enables project developers to construct waste elimination plants converting the waste into electrical and thermal energy. The high energy efficiency also provides project developers with a competitive advantage allowing them to quote more competitive gate fees for the waste supply.

EQTEC will source projects that have a local supply of waste in need of conversion. It will build relationships and bring together the developers, the waste owners, the building contractors and funders and provide the technology and engineering services to the projects. Furthermore, the Enlarged Group will provide O&M services to the operating projects generating recurring revenues over the life of the projects.

The Company is quoted on AIM and trades as EQT. Further information on the Company can be found at www.eqtecplc.com.

About Eqtec Iberia

Eqtec Iberia is an engineering company founded in 1997 and headquartered in Barcelona (Spain) specialising in the design, construction, operation and maintenance of cogeneration plants and electricity power, gasification power plants and renewable energy. Eqtec Iberia has developed the Eqtec Gasifier Technology, the proprietary gasification technology which converts biomass and waste into a synthetic gas which can power a gas turbine to generate electricity. Eqtec Iberia has implemented over 60 power plant projects involving electricity and/or heat generation, with capacities ranging from 60kW to 10 MW. EQTEC has developed and is currently involved with projects in the UK, Spain, Portugal, India, France, Germany, Italy and Bulgaria.

 

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