Offer of New Ordinary Shares

RNS Number : 3706A

Good Energy Group PLC

07 June 2016

 

THIS ANNOUNCEMENT IS A FINANCIAL PROMOTION AND IS NOT INTENDED TO BE INVESTMENT ADVICE. 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 OF AMERICA, CANADA, JAPAN, THE REPUBLIC OF IRELAND, THE REPUBLIC OF SOUTH AFRICA, AUSTRALIA OR TRANSMITTED, DISTRIBUTED TO, OR SENT BY, ANY NATIONAL OR RESIDENT OR CITIZEN OF ANY SUCH COUNTRIES OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION MAY CONTRAVENE LOCAL SECURITIES LAWS OR REGULATIONS (EACH A "RESTRICTED JURISDICTION"). ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF THE LAWS OF A RESTRICTED JURISDICTION.

This announcement is an advertisement and not an admission document or a prospectus and does not constitute or form part of an offer to sell or issue or a solicitation of an offer to subscribe for or buy any securities nor should it be relied upon in connection with any contract or commitment whatsoever. Investors should not purchase or subscribe for any transferable securities referred to in this announcement except on the basis of the information in the share offer document (the "Share Offer Document") intended to be published by Good Energy Group PLC. Copies of the Share Offer Document will, following publication, be available at the registered office of the Company, subject to applicable securities laws or regulations.

Good Energy Group PLC

("Good Energy" or the "Company")

 Offer of New Ordinary Shares to support continued growth

Good Energy is pleased to announce that, to support its continued growth, it proposes to raise up to approximately £ 3.1 million by way of an offer of up to 1,495,900 New Ordinary Shares at an Issue Price of 208 pence each (the "Share Offer"). Accordingly the total consideration under the Share Offer will be less than €5 million (or an equivalent amount) in aggregate. While the Share Offer is being targeted at existing customers, bondholders and shareholders, the Company will also welcome applications from other interested persons.

Highlights

·      Share Offer to raise up to £3.1 million.

·      Issue price for the Share Offer of 208p per New Ordinary Share.

·      The New Ordinary Shares will represent 9.08 per cent. of the Enlarged Issued Share Capital, assuming full take up of the Share Offer

·      The Share Offer period will be 7^th - 19^th June 2016

·      The Share Offer is also available to persons who are not customers, bondholders or shareholders but who would be interested in subscribing for New Ordinary Shares

Juliet Davenport, Chief Executive Officer and Founder of Good Energy, commented:

"Since our formation we have continued to go from strength to strength growing customer numbers, renewable energy generation and revenue. A large part of that success is due to the continued support from our customers, shareholders and bondholders. We are now embarking on the next stage of our growth journey, in which we are aiming to deliver a five-fold growth in the number of customers (household equivalents) by 2020, helping more people to benefit from and meet the increasing consumer demand for 100% renewable electricity and green gas.

We hope you agree that by investing in Good Energy you can share in our vision for the future as we lead the United Kingdom's transition to a low carbon economy"

The money raised through the Share Offer will be used to strengthen Good Energy's:

·     Operational platform: investment will be made in new systems to improve customer experience, reduce customer cost-to-serve and build a platform to reduce customer acquisition costs;

·     Generation portfolio: funds will be used for the development of new generation sites to maximize the value of our current asset portfolio pipeline; and  

·     Financial position: the fundraise will reduce the financial leverage in Good Energy, which will help to support growth in future profitability  

SHARE OFFER STATISTICS

Issue Price for each New Ordinary Share	208 pence
ISIN	GB0033600353
Number of Existing Ordinary Shares in issue as at the date of this Share Offer Document	14,970,680
Number of New Ordinary Shares to be issued pursuant to the Share Offer*	1,495,900
Enlarged Share Capital immediately following completion of the Share Offer*	16,466, 580
New Ordinary Shares as a percentage of the Enlarged Share Capital*	9.08 per cent.
Estimated net proceeds of the Share Offer*	£2.7 million

*Assuming full take-up under the Share Offer

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Announcement of the Share Offer	7.00 a.m. on 7 June 2016
Distribution of the Share Offer Document and the Application Form	7 June 2016
Latest time and date for receipt of the completed Application Form and payment in full under the Share Offer or settlement of relevant CREST instruction (as appropriate)	11.59 p.m. on 19 June 2016
Expected time and date of announcement of results of the Share Offer	7.00 a.m. on 22 June 2016
Admission effective and dealings in the New Ordinary Shares expected to commence on AIM	8.00 a.m. on 23 June 2016
Expected date for crediting of the New Ordinary Shares in uncertificated form to CREST stock accounts	8.00 a.m. on 23 June 2016
Expected date of despatch of share certificates in respect of the New Ordinary Shares in certificated form	11 July 2016

Notes:

1.     If you have any questions on the procedure for acceptance and payment, you should contact Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY, telephone: [phone] from the UK or [phone] from overseas.  Calls to the+44 (0)370 707 1154 number cost approximately 8 pence per minute (excluding value added tax) plus your service provider's network extras. Calls to the [phone] number will be charged at applicable international rates. Different charges may apply to calls from mobile telephones. Please note that Computershare cannot provide financial advice on the merits of the Share Offer.

2.     The dates set out in the Expected Timetable of Principal Events above and mentioned throughout the Share Offer Document may be adjusted by Good Energy in which event details of the new dates will be notified to AIM and, where appropriate, to Shareholders.

3.     All references to time in this Announcement and the Share Offer Document are to time in London.

4.     The Share Offer Document will be available to download shortly on the Company's website at www.computershare.com/goodenergygroupshareoffer and hardcopies can be requested, free of charge, via the website.

5.     Capitalised terms shall have the same meaning as in the Share Offer Document unless the context requires otherwise.

For further information please contact:  

Good Energy Group PLC	01249 766 795
Juliet Davenport, Chief Executive
Denise Cockrem, Chief Financial Officer
Arden Partners plc (Nomad)	0121 423 8900
Steve Douglas
Patrick Caulfield
Camarco (Financial PR Adviser)	020 3757 4980
Geoffrey Pelham-Lane
Georgia Mann
Good Energy Press Office	01249 478 358
Luke Bigwood

Notes to editors

-       Good Energy is a fast-growing 100% renewable electricity supply and generation company, offering award-winning customer service.

-       An AIM-listed PLC, and founder member of the Social Stock Exchange, its mission is to support change in the energy market, address climate change and boost energy security.

-       The company has consistently performed well in the annual Which? energy company customer satisfaction survey, winning first or second place in each of the last four years.

-       It now has more than 68,000 renewable electricity customers and 38,800 gas customers. It also provides Feed-in Tariff administrative services to more than 112,600 sites. (All figures as at 31 December 2015.)

-       Good Energy is the owner of Delabole Wind Farm, the UK's first commercial wind farm, and owns and operates Hampole Wind Farm, near Doncaster. The company also owns and operates seven solar farms.

-       Good Energy has won a number of awards including Business Green Company of the Year 2015, British Renewable Energy Association Leadership Award 2015 and, for the second year running, Small Cap Awards - Social Impact Company of the Year.

Directors participation and related party transaction

Five directors of the Company, being John Maltby, Juliet Davenport, Denise Cockrem, Richard Squires and Francesca Escery intend to apply for 4,825, 1,925, 4,825, 4,825 and 1,450 New Ordinary Shares under the Share Offer.

	At the date of this announcement			Immediately following Admission
Name	No. of Ordinary Shares	% of Issued Share Capital	Shares over which Options are granted	No. of Ordinary Shares (Note 1)	% of Enlarged Share Capital	Shares over which Options are granted
John Maltby	120,000	0.87%	nil	124,825	0.76%	nil
Juliet Davenport	592,810	4.04%	614,244	594,735	3.61%	614,244
Denise Cockrem	nil	nil	302,353	4,825	0.03%	302,353
Richard Squires	36,513	0.25%	75,000	41,338	0.25%	75,000
Francesca Escery	2,410	0.02%	nil	3,860	0.02%	nil

Notes:

1.     Assuming full take up of the Share Offer and no scaling back of the Directors allocations.

In the event that the Share Offer is oversubscribed and Applicants allocations are scaled back Directors allocations above a 2,425 New Ordinary Shares threshold will be scaled back in proportion to the over subscription.

The application under the Share Offer by John Maltby, Juliet Davenport, Denise Cockrem, Richard Squires and Francesca Escery constitutes a related party transaction under Rule 13 of the AIM Rules.  The independent director, being the Board other than John Maltby, Juliet Davenport, Denise Cockrem, Richard Squires and Francesca Escery, consider, having consulted with Arden, that the terms of these subscriptions are fair and reasonable insofar as its shareholders are concerned.  In providing advice to the independent director, Arden has taken into account the commercial assessments of the independent Directors.

Important Notices

The contents of this announcement, which has been prepared by and is the sole responsibility of the Company, have been approved by Arden Partners plc solely for the purposes of section 21(2)(b) of FSMA.

This announcement does not constitute, or form part of, any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any New Ordinary Shares. The Share Offer and the distribution of this announcement and other information in connection with the Share Offer in certain jurisdictions may be restricted by law and persons into whose possession this announcement, any document or other information referred to herein comes should inform themselves about and observe any such restrictions. In particular this announcement should not be distributed, forwarded, or transmitted in or into a Restricted Jurisdiction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. Neither this announcement nor any part of it nor the fact of its distribution shall form the basis of or be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever with respect to the Share Offer or otherwise.

The New Ordinary Shares referred to in this announcement will not be offered in or into any jurisdiction unless such an offer can be made without contravention of any unfulfilled registration or other legal or regulatory requirements. The New Ordinary Shares referred to in this Announcement have not been and will not be registered under the US Securities Act or under the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold or transferred within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act. The New Ordinary Shares have not been and will not be approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Share Offer or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States.

Any subscription for or purchase of New Ordinary Shares in the proposed Share Offer should be made solely on the basis of the information contained in the final Share Offer Document to be published by the Company in connection with the Share Offer. The information in this announcement is for background purposes only and does not purport to be full or complete. No reliance may or should be placed for any purposes whatsoever on the information contained in this announcement or its accuracy, completeness or fairness. The information in this announcement is subject to change. However, the Company does not undertake to provide the recipient of this announcement with any additional information, or to update this announcement or to correct any inaccuracies, and the distribution of this announcement shall not be deemed to be any form of commitment on the part of the Company to proceed with the Share Offer or any transaction or arrangement referred to in this announcement. This announcement has not been approved by any competent regulatory authority.

In connection with the Share Offer, Arden Partners plc and/or any of its respective affiliates, acting as investors for their own accounts, may subscribe for or purchase New Ordinary Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such New Ordinary Shares and other securities of the Company or related investments in connection with the Share Offer or otherwise. Accordingly, references in the Share Offer Document, once published, to the New Ordinary Shares being offered, subscribed, acquired or otherwise dealt in should be read as including any offer to, or subscription, acquisition or dealing by Arden Partners plc and/or any of its respective affiliates acting as investors for their own accounts. In addition, Arden Partners plc and/or its respective affiliates may enter into financing arrangements and swaps in connection with which Arden Partners plc and/or its respective affiliates may from time to time acquire, hold or dispose of New Ordinary Shares. Arden Partners plc has no intention to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

Arden Partners plc which is authorised and regulated by the Financial Conduct Authority in the United Kingdom is acting exclusively for the Company and no one else in connection with the Share Offer and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Share Offer or any other matters referred to in this announcement.

Neither Arden Partners plc nor any of its respective subsidiary undertakings, affiliates or any of their respective partners, directors, officers, employees, advisers, agents or any other person accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy, completeness or fairness of the information or opinions in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.

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 on the Company's website is incorporated in, or forms part of, this announcement.

Certain figures 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.

 

END

 

 

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