Placing to raise £375,000 & annual report update

RNS Number : 8607C

Infrastrata PLC

25 January 2018

 

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 ("MAR"). With the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.

25 January 2018

InfraStrata plc

("InfraStrata" or the "Company")

Placing to raise £375,000, project update,

annual report update and appointment of joint broker

InfraStrata plc (AIM: INFA), the only UK quoted company focused on gas storage, is pleased to provide a company update and to announce that it has conditionally raised £375,000 before expenses through a placing of 125,000,000 new ordinary shares of £0.0001 each ("Placing Shares") at an issue price of 0.3 pence per share with warrants attached (the "Placing"). 

The net proceeds of the Placing will be used for InfraStrata's corporate costs and care and maintenance costs of its gas storage project at Islandmagee (the "Project"). The Company continues discussions with prospective providers of debt and other finance to fund the Front End Engineering Design ("FEED") for the Project, as well as commercialisation discussions with major "blue chip" potential customers and other prospective partners, further details of which are provided below. 

Once the FEED is funded and commenced, it should assist with the Project moving from being a possibility towards a designed and commercialised reality.  The Board believes that, once fully constructed and operational, Islandmagee will provide the largest gas storage capacity in the UK, barring any alternatives in the meantime.

Adrian Pocock, Chief Executive of InfraStrata, commented:

"It is very good to see continued support for the Company as we move forwards with our plans for the Islandmagee gas storage project. We are hopeful that other sources of finance will complete the funding necessary to commence the Front End Engineering Design phase."

Company and Project update

On 16 March 2017, the Company's previous board announced that, following the first phase of the FEED for the Project known as Concept Evaluation, the remaining funding required to complete the FEED and commercialisation work programme would be approximately £2.2 million, including general working capital requirements of the Company, but InfraStrata's current board (the "Board") has been able to reduce this estimate. The Board believes that the Project can be progressed in the shorter-term by employing a different strategy, by approaching the FEED and commercialisation work programme as separate processes, and therefore that the FEED can be completed on a reduced budget without comprising the key deliverables. The Board believes this can be achieved principally by reducing the use of external contractors and exploiting the Board's skill set and experience, which is available on a more cost-effective basis than the levels of cost associated with the Company's previous board and its strategy. 

As announced on 22 December 2017, the Board was able to renew the matched funding grant from the EU for the FEED, conditional on the FEED being completed by 22 December 2018.  InfraStrata has already incurred expenditure on the FEED for the Concept Evaluation undertaken in 2017 and therefore the Directors believe that the Company will be able to claim a partial rebate under the grant from the EU in respect of this expenditure once the next stage of the FEED has commenced, and this has been incorporated into the revised FEED budget. In addition, the FEED contractors have undertaken to enter into agreements to provide loans of, in aggregate, up to £1.1 million to the Project company, Islandmagee Storage Limited ("IMSL"), conditional on the balance of funding for the FEED being secured, as announced on 4 November 2016.  Therefore, with the EU monies, prospective loans from the FEED contractors and other cost savings, only approximately £0.66 million remains to be secured to commence and complete the FEED (excluding the Company's general working capital requirements).  The FEED will ensure that the detailed designs and costings for the Project are completed for the final investment decision. 

InfraStrata is in negotiations with a number of different debt and other funding providers, ranging from government administered funds through to high net worth investors to provide funding for the FEED and beyond.  Access to debt finance in the shorter-term has not been possible, as the relevant negotiations are lengthy and complex.  However, the Board is confident that the various sources of funding approached to date will, in due course, provide further finance to the Company. 

Alongside the FEED, the Board intends to run the Project's commercialisation process by utilising the experience and expertise of the directors, who have taken on the majority of this work since their appointment.  A number of the Company's directors have significant relevant experience in this regard.  It is anticipated that Matthew Beardmore, Non-Executive Director, in particular will have an increased role in the development of the Project during the FEED process, to ensure it is effectively managed. Matthew has previously undertaken the management, legal negotiations and commercialisation of a number of key infrastructure projects, including sports stadia, high rise residential developments, hospitals, power stations, highway schemes and water authority projects. Matthew has previously worked for one of the largest construction companies in Europe and at one point had contractual responsibility for a portfolio of projects surpassing £2 billion in value.  Matthew is a practising solicitor specialising in construction, procurement and commercial law.

The Board is of the view that securing an 'anchor tenant' is a critical milestone and key to the commercialisation of the Project and accordingly, this has been one of the areas upon which the Board's recent efforts have been focussed.  The Board believes that InfraStrata has made positive progress in this regard, having had discussions with major "blue chip" companies.  Whilst there is no guarantee these discussions will result in an anchor tenant being secured, the Board is encouraged by the competition between these companies to secure gas storage space. 

The Board remains in active discussions with stakeholders, prospective partners and counterparties, to ultimately deliver a fully integrated Project and a return to shareholders.

Details and conditions of the Placing

It has not been possible to invite all existing shareholders to participate in the Placing due to time constraints as well as the disproportionate costs that would be incurred by the Company in doing so. The Placing Shares to be issued pursuant to the Placing have been conditionally placed by SVS Securities PLC ("SVS Securities"), as agent to the Company, with certain existing and new investors pursuant to a placing agreement between the Company and SVS Securities (the "Placing Agreement").  The Placing is not being underwritten. 

The Placing will result in the issue of 125,000,000 new Ordinary Shares representing, approximately 20 per cent. of the Company's issued ordinary share capital as enlarged by the Placing.  Application has been made for the Placing Shares to be admitted to trading on AIM and it is expected that their admission to AIM will take place on or around 1 February 2018 ("Admission").  The issue of the Placing Shares is conditional upon, inter alia, Admission occurring. 

The Placing Shares, when issued and fully paid, will rank pari passu in all respects with the Company's existing ordinary shares of £0.0001 ("Ordinary Shares"), including the right to all dividends or other distributions declared, made or paid after the date of issue of the Placing Shares. The Placing Shares will be issued utilising existing share authorities to issue new shares on a non-pre-emptive basis.

For every two Placing Shares subscribed for, the subscriber will receive one warrant to subscribe for a new Ordinary Share at a price of 0.6 pence per share ("Warrant") and will therefore result in the issue of 62,500,000 Warrants. The Warrants are exercisable for one year at any time from Admission. Exercise of the Warrants is conditional upon the approval of shareholders at the Company's annual general meeting on 31 January 2018 of resolutions to provide authority to the Directors to issue and allot further new ordinary shares on a non-pre-emptive basis.

Total Voting Rights

Upon Admission, the Company's issued share capital will consist of 626,041,599 Ordinary Shares with one voting right each. The Company does not hold any ordinary shares in treasury. Therefore, the total number of ordinary shares and voting rights in the Company will be 626,041,599.  With effect from Admission, this figure may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.

Market Abuse Regulation (MAR)

MAR came into effect from 3 July 2016.  Market soundings, as defined in MAR, were taken in respect of the Placing with the result that certain persons became aware of inside information, as permitted by MAR.  That inside information is set out in this announcement has been disclosed as soon as possible in accordance with paragraph 7 of article 17 of MAR.  Therefore, those persons that received inside information in a market sounding are no longer in possession of inside information relating to the Company and its securities.

Annual Report and Accounts

The Company's annual accounts for the year ended 31 July 2017, together with the directors' report and auditor's report on these accounts (the "2017 Annual Report and Accounts") are expected to be published and circulated to shareholders by 31 January 2018.  It is expected that the 2017 Annual Report and Accounts will then be tabled for consideration at a separate general meeting of the Company, which is intended to be held as soon as possible. Further details of this general meeting shall be provided in due course.

Appointment of Joint Broker

With effect from Admission, SVS Securities PLC has been appointed to act as the Company's Joint Broker.

For further information, please contact:

InfraStrata plc Adrian Pocock, Chief Executive	c/o Yellow Jersey [phone]
Allenby Capital Limited (AIM Nominated Adviser & Broker) Jeremy Porter / Alex Brearley / Liz Kirchner	[phone]
Yellow Jersey Tim Thomson	[phone]

-ENDS-

The Front End Engineering & Design (FEED) and Insitu Downhole Testing programme for the Islandmagee gas storage project is co-financed by the European Union's Connecting Europe Facility.

Disclaimer releasing the European Union from any liability in terms of the content of the dissemination materials:

"The sole responsibility of this publication lies with the author. The European Union is not responsible for any use that may be made of the information contained therein."

Notes:

Background on InfraStrata plc

InfraStrata is an independent gas storage company focused on the UK and Ireland.

Further information is available on the Company's website: www.infrastrata.co.uk.

Background on the Islandmagee Storage Project

The Islandmagee gas storage project is a proposed salt cavern gas storage facility located on Islandmagee in County Antrim, Northern Ireland.

The Board of InfraStrata believes that the proposed 500 million cubic metres Natural Gas Cavern Storage facility will provide over 25% of the UK's Natural Gas Storage once constructed, and will be situated adjacent to the Scotland Northern Ireland (gas) Pipeline (SNIP) and the Moyle 500 Megawatt Electricity Interconnector.

Work commenced in 2007 with the acquisition of 3D seismic data to image the Permian salt in the Larne Lough area. During 2012, planning permission was granted for the project and a gas storage licence was issued by the Utility Regulator. In 2015 a well was drilled to core the salt and confirm the technical feasibility of the project, supported in part by the Commission. To date approximately £11.5m has been invested in the project.

Further information is available on the project company's website: www.islandmageestorage.com.  

 

END

 

 

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