Strategic Review and Placing and Open Offer

RNS Number : 9275S

RedT Energy PLC

14 March 2019

 

THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS INSIDE INFORMATION FOR

THE PURPOSES OF ARTICLE 7 OF REGULATION 596/2014

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS RESTRICTED AND IT

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14 March 2019

redT energy plc ("redT" or "the Company")

Commencement of Strategic Review
Board changes
Proposed Placing of 47,000,000 new Ordinary Shares and Open Offer of a maximum of
113,031,304 new Ordinary Shares at a price of 2 pence per share

redT energy plc (AIM:RED), the energy storage solutions company announces today that it is commencing a Strategic Review to explore the options available to fund the business going forward.  The Board has appointed VSA Capital as financial adviser to assist with the Strategic Review.

In order to fund the business during the Strategic Review the Company has conditionally raised £940,000 (before expenses) by way of a placing by VSA Capital of 47,000,000 new Ordinary Shares at a price of 2 pence per Ordinary Share to existing investors. The Placing is not being underwritten.

The Board recognises and is grateful for the support that it has received from Shareholders and is also offering all Qualifying Shareholders the opportunity to participate in an Open Offer at a price of 2 pence per Ordinary Share. The Open Offer will raise up to £2.26 million (assuming full take up of the Open Offer).  The Open Offer is in addition to and separate from the funds raised pursuant to the Placing.  The Open Offer is not being underwritten.

The Issue Price represents a discount of 44.8 per cent. to the closing middle market price of 3.63 pence per Ordinary Share on 13 March 2019, being the last practicable date prior to the announcement of the Fundraising, and a discount of 61.9 per cent. to the average price during the 90 trading days prior to 13 March 2019 of 5.25 pence per Ordinary Share. The Placing Shares will represent approximately 5.94 per cent. of the Company's issued ordinary share capital prior to the Open Offer.  The New Ordinary Shares together will represent approximately 16.82 per cent. of the Company's issued ordinary share capital following Admission (assuming the Open Offer Shares are taken-up in full).

The total amount that the Company could raise under the Placing and Open Offer is £3.2 million (before expenses), assuming that the Open Offer is fully subscribed.

The Placing and the Open Offer are conditional, inter alia, upon Shareholders approving a Resolution at a General Meeting that will grant to the Directors the authority to allot the Placing Shares for cash on a non-pre-emptive basis. The Resolution will be contained in a Notice of General Meeting that will be included with a circular to Shareholders giving more details of the Strategic Review, Placing and Open Offer, which will be posted to Shareholders shortly. Admission of the Placing Shares and the Open Offer Shares is expected to occur no later than 8.00 a.m. on 4 April 2019 or such later time and/or dates as VSA Capital and the Company may agree (being in any event no later than 18 April 2019).

The Company has received irrevocable undertakings from those Directors that hold Ordinary Shares and Scott McGregor to vote in favour of the Resolution in respect of their respective entire holdings of Existing Ordinary Shares representing, in aggregate, approximately 2.86 per cent. of the Existing Ordinary Shares.

The Board considers the Fundraising to be in the best interests of the Company and its Shareholders as a whole and the Directors unanimously recommend that Shareholders vote in favour of the Resolution to be proposed at a General Meeting, notice of which will be included with the Circular to Shareholders.

Background to and reasons for the Strategic Review and Fundraising

On 3 October 2018 the company announced that it had raised £5.03 million proceeds (before expenses) from a placing and would seek strategic partners to support and finance the continued growth of the business. The Company has been in, and remains in, active discussions with a number of interested parties. However, it is the Board's opinion, that there is insufficient time to finalise the discussions within the constraints imposed by the Company's cash position and continuing cash requirements.

The Board has therefore launched a comprehensive Strategic Review to explore the options available to the Company to fund its business going forward.

At the beginning of March 2019, the Company had available cash reserves of £1.7m. These combined with a raise of at least £1.5m proceeds (before expenses) from the Placing and Open Offer should fund the business for at least the next four to six months, depending on when the divestment of the USA business completes, as is further described below. These proceeds will allow the Strategic Review to achieve the optimum result for the business and its shareholders. New Board leadership has been appointed and a major cost cutting programme has been implemented. Further details on these measures are provided below.

In the event that the proceeds of the Fundraising are less than £1.5m (before expenses) (the "Minimum Amount") the General Meeting will not occur and the Fundraising will not complete.

The funds raised from the Placing will not be sufficient to see the Company through to cash generation. It also remains the Board's opinion that to fully capitalise on the significant emerging opportunities in the energy storage market, the business requires broader support from one or more strategic partners. The Strategic Review will take into account the amount raised from the Open Offer when determining the optimum outcome for both the business and its shareholders given the cash reserves available.

It is possible, depending on the funding status at the time, that when the Company publishes its 2018 Financial Statements there may still be material uncertainty regarding going concern.  Depending on the extent of the uncertainty, this may require disclosure in the Financial Statements or the Financial Statements may need to be prepared other than on a going concern basis.

Shareholders should be aware that unless the Minimum Amount is raised and the Resolution is passed at the General Meeting, the Directors would have to launch a very accelerated search process to find funders for the business, which if unsuccessful could result in the Company being unable to trade.

New Board Leadership

Neil O'Brien, previously a non-executive director, has become Executive Chairman and will lead the Strategic Review.  Jeff Kenna has stepped down as Chairman but will remain on the Board as a non-executive director. Scott McGregor has stepped down from the Board but will remain with the business to run the operations.

Neil brings substantial experience to the Strategic Review having previously been CEO of AIM quoted Alkane Energy which he joined in 2008. Under his leadership, Alkane achieved rapid output increases through a combination of organic growth and acquisition activity. Alkane expanded its UK portfolio of baseload power generating sites and established a leading position in the UK back-up power market covering winter peaking, National Grid "STOR" programme and the capacity market. In 2016 Alkane was sold to Balfour Beatty Infrastructure Partners for £61.4m. 

Cost Cutting Programme

To allow the maximum time for the Strategic Review process, a major cost cutting exercise has been implemented.  Cost cutting has been targeted to ensure that the long-term value of the business is maintained during the Strategic Review.  Key to this is near-term focus on closing and delivering large projects in UK, Germany & Australia.

Staffing requirements have been reviewed focusing on maintaining the value of the business through the Strategic Review. A redundancy process has started which will see a 23% reduction in staffing levels with a corresponding 25% reduction in payroll costs. Focusing again on the goals listed above, savings on contractors, advisers and other overheads will also be realised. The combined effect of these savings will see the average monthly cash spend fall from the previous "growth and development" cost structure to below £0.5m.

Despite the material reduction in operating costs, the Directors remain confident in the Company's ability to fulfil new and existing orders and service its customers and do not see these measures as a material barrier to the strong commercial prospects for redT.

Divestment of US Business Activities

On 22 February 2019 the Company entered into a non-binding Memorandum of Understanding with a third party under which an advance of US$1 million will be made to the Company's wholly owned subsidiary, Camco International Group Inc (CIG) in return for entering into an exclusive management agreement for the future services of CIG. This transaction will be combined with a sale of CIG to management, with the overall series of transactions expected to result in a net cash inflow to the Company of US$1m.  This series of transactions is expected to be completed in the second quarter of 2019 but is subject to reaching final terms with the parties involved and would constitute a related party transaction under the AIM Rules. Further details would be disclosed at that time.

The Market Opportunity and Background to the Company

Energy storage, combined with increasing volumes and falling costs of renewable generation, is set to revolutionise the energy industry. 

·       Energy storage provides flexibility at the centre of a changing energy market.  With increased focus on generation from intermittent solar and wind generation, energy storage enables large-scale, sustainable and dispatchable baseload power from these sources.

·       Energy storage enables more low-cost renewables on the grid to reduce overall power prices and provide a long term and sustainable solution to the "energy trilemma" of decarbonisation, securing sufficient capacity and the affordability of our energy system.

·       According to a study by Bloomberg New Energy Finance the global energy storage market is forecast to "double six times by 2030", with $103bn expected to be invested during this period.

redT is a leader in the vanadium redox flow machine market, developing innovative commercial and financing models to deploy energy storage with low-cost renewable generation and providing low risk, investment opportunities for infrastructure and debt finance to enter into this rapid growth market.  These are distinct from the higher-risk, short-duration battery-based energy arbitrage and frequency regulation opportunities that have so far characterised the energy storage sector. The Company uses various technologies including its own patented vanadium redox flow technology, which stores energy in liquid and can be run continually with heavy-duty charging and discharging and no degradation for 20+ years.

To date, redT has sold its energy storage solutions directly to end customers. The Company is now also looking to roll out large-scale deployments and redT's technology enables infrastructure investors to fund these projects across both commercial and industrial (C&I) and grid scale applications. As part of this structure, redT will also be in a strong position to secure add on services such as operation and maintenance, asset management and vanadium leasing over the life of the installations (typically 20+ years).

redT's energy storage solutions address today's changing energy market by providing a flexible distributed energy infrastructure platform for 'firming' renewable energy, securing electricity supplies and earning revenue through ancillary services, energy trading and other 'merchant' revenue activity.

The Company's core vanadium energy storage technology has been developed over a period of 15 years, supported by its legacy Camco business, and is proven and protected with patents and other IP.

The Company's energy storage machines stand apart from traditional batteries due to their heavy cycling, long-life attributes which make them equivalent to de-centralised pumped hydro ("pumped hydro in a box") available locally wherever energy storage is required on a grid network. These attributes, alongside design characteristics underpin a more than 20-year life for the machines and a significantly lower levelised cost of storage compared to competing technologies. The industrial nature and modular design of redT's energy storage machines enable them to be deployed across a wide range of applications and environments to meet specific customer power and energy requirements.

The Company has a Tier-1 volume manufacturing agreement in place with NYSE listed Jabil Circuit Inc., one of America's largest contract manufacturers (market cap US$4bn).  This agreement provides the Company with supply chain security on key machine components giving the ability to scale manufacturing in line with increasing demand.

Over the past year the Company has used its expertise in designing, developing and operating energy storage infrastructure to take a development role in larger scale projects, including arranging finance. These projects offer commercially attractive energy storage-based solutions to customers and competitive long-term, infrastructure returns for investors.  For redT, they generate not only significant, profitable machine sales but also long-term annuity revenue streams from asset management and service and warranty arrangements.

Current trading and prospects

The Company continues to see encouraging interest for its Gen 3 solutions across its core UK, mainland European and Australian market areas. Designed with enhanced functionality for trading energy, redT's Gen 3 product is unlocking enhanced returns for investors in energy storage systems.

redT's solutions are well suited and have a strong competitive advantage against traditional battery technology such as lithium-ion in three core applications:

·       the Commercial & Industrial ("C&I") sector;

·       large grid connected renewable generation projects; and

·       large network reinforcement and balancing programmes.

Commercial highlights:

·       redesigned German grid projects now submitted to financiers for review;

·       purchase agreement signed for 72 redT units (~5MWh) for a large UK grid project;

·       partnership HoT signed with major European energy company to offer a fully-financed solar plus energy storage product to UK C&I customers;

·       commissioned the first energy storage flow machine connected to a UK aggregator;

·       warranty product insurance offer received to cover machines used in large infrastructure projects from leading European re-insurance group;

·       first Gen 3 machine manufactured and in testing awaiting delivery to Anglian Water's site; and

·       34 Gen 2 tank units delivered to sites in Australia, Thailand, Botswana and the UK since October 2018.

In December 2018, the Company announced that following changes to the German secondary control reserve ("SCR") market bidding mechanism, additional analysis was required to assess the impact of these modifications. To maintain the viability of this portfolio of projects, the system for supplying services to the SCR has had to be redesigned.  By moving to an energy storage and gas generation hybrid system, the projects still offer infrastructure investment opportunities with modelled returns in excess of 10%. On the first project, the revised design increases deliverable power to 33MW by combining 8MWh of high cycling, heavily utilised flow machines with 32MW of low cycling, lightly utilised gas generation engines. As a result of the redesign, the number of redT storage units deployed on this project reduces to 200 units, compared to the 800 units in the initial design. The revised design is applicable across the whole portfolio and has been reflected in the updated pipeline figures below. The redesigned first project using 200 units is currently being reviewed by the finance partner.

In March 2019, redT received a signed purchase agreement to supply 72 storage units (~5MWh) for a large grid project in the UK, with delivery scheduled to be across 2019 and 2020. The agreement is subject to certain conditions precedent which are expected to be completed in the ordinary course of the project's implementation.  Publication of further details of the project are currently embargoed and will be announced in due course.

Also in March, redT signed a Heads of Terms partnership agreement with a major European energy company to offer a fully-financed, solar PV plus energy storage product to UK C&I customers, targeting the deployment of 100MWp of solar PV and 60MWh of storage over the next three years. The product provides low risk energy savings, maximises low cost solar and reduces exposure to rising energy prices.  Further details of the partnership will be released in due course.

The Company's first Gen 3 machine, purchased by Anglian Water, the UK's largest water company by geographical area, has been manufactured and is in testing awaiting delivery to site in line with customer timelines. The Company's offering to the C&I sector gives customers the ability to double or triple the amount of solar PV installed on site, whilst saving up to 50% on forecast annual energy costs and providing access to new revenue streams through energy trading and ancillary services. Alongside purchasing the initial 60kW, 300kWh Gen 3 machine, Anglian Water have also signed an agreement to work with redT to optimise energy storage and solar across a wider portfolio of water treatment sites. 

The Company has also received a warranty insurance wrap offer for its energy storage machines from a leading European re-insurance group. This policy will provide infrastructure investors with insurance regarding the operational performance and maintenance requirements of redT's energy storage machines. In addition to this policy the Company also has an independent Intertek bankability study on core components of its technology.  Both the insurance policy and the bankability certification are key requirements for infrastructure investors wishing to finance large redT installations.  This insurance will be used for the Company's UK and German grid projects.

redT have pioneered the rental of vanadium electrolyte in their systems to combat recent volatility in vanadium prices to reduce product capex and plans to apply this to the majority of 2019 and 2020 projects.

Since October 2018, redT have delivered a total of 34 Gen 2 units to customer sites in Australia, Thailand, Botswana and the UK. Notably, the Company recently became the first to connect a flow machine to a UK aggregator, as part of a joint project at a site in Southern England. This achievement is in addition to installing Australia's largest behind-the-meter energy storage system in November 2018 and the delivery of 14 flow machines across Botswana into an application in which it replaced failed lead-acid and lithium-ion batteries. 

As at the date of this announcement the Company estimates its weighted pipeline to be circa £145m, determined as detailed in the tables below.

Deal Stage of Project	Gross	Expected Conversion Rate	Weighted
Project Development	£64m (1,372 units)	50%	£32m     (691 units)
Quoted	£91m (2,584 units)	20%	£18m     (508 units)
Early stage	£951m	10%	£95m
Total	£1,106m		£145m

Since the last update, redT has received a purchase agreement for 72 units (~5MWh) for a large UK grid project. As a result, this is no longer included in the pipeline figures.

2019 and 2020 projected manufacturing capacity is circa 1,100 Gen 3 tank units.  It is also possible that up to 45 Gen 2 tank units could be manufactured should a quotation which would generate good margins be accepted by a customer.

Use of proceeds

The gross proceeds receivable by the Company pursuant to Placing will be £0.94 million, before expenses. The maximum gross proceeds receivable by the Company pursuant to the Open Offer (assuming take-up in full of the Open Offer by Qualifying Shareholders) will be approximately £2.26 million, before expenses.

These proceeds will be used to fund the business during the Strategic Review. As detailed above a major cost cutting programme is underway that will reduce the average rate at which the Company consumes cash on operational costs, including personnel, premises and administrative costs to below £0.5m per month. 

Cash receipts from orders that close during the Strategic Review will be applied to the manufacture of machines relating to those orders. 

The expenses of the Placing and Open Offer are expected to be £0.24 million

Directors' and CEO participation in the Placing

All of the Directors and Scott McGregor have agreed to subscribe on a conditional basis for 3,550,000 Placing Shares at the Issue Price.

	Amount £	Placing shares
Neil O'Brien	35,000	1,750,000
Fraser Welham	5,000	250,000
Dr Jeffrey Kenna	17,500	875,000
Michael Farrow	7,500	375,000
Jonathan Marren	1,000	50,000
Scott McGregor (CEO)	5,000	250,000

Details of the Placing and Open Offer

·       Placing of 47,000,000 Placing Shares, and Open Offer Shares not taken up by Qualifying Shareholders under the Open Offer, at an Issue Price of 2 pence per Placing Share, representing up to 5.94 per cent. of the existing issued share capital of the Company, to raise gross proceeds of up to £0.94 million.  The Placing is not being underwritten.

·       Open Offer to raise up to £2.26 million (assuming full take up of the Open Offer), in addition and separate to the funds raised pursuant to the Placing, through the issue of Open Offer Shares to Qualifying Shareholders at a price of 2 pence per Ordinary Share. The Open Offer is not being underwritten.

·       The total amount that the Company could raise under the Placing and Open Offer is £3.2 million (before expenses), assuming that the Open Offer is fully subscribed.

·       The Issue Price represents a discount of 44.8 per cent. to the closing middle market price of 3.63 pence per Ordinary Share on 13 March 2019, being the last practicable date prior to the announcement of the Placing and Open Offer, and a discount of 61.9 per cent. to the average price during the 90 trading days prior to 13 March 2019 of 5.25 pence per Ordinary Share. The Placing Shares and Open Offer Shares together will represent approximately 16.82 per cent. of the Company's issued ordinary share capital following Admission (assuming the Open Offer Shares are taken-up in full).

·       The Placing and the Open Offer are conditional, inter alia, upon the Company obtaining approval from its Shareholders to disapply statutory pre-emption rights which would otherwise apply to the allotment of the new Ordinary Shares.

·       The Company has received irrevocable undertakings from those Directors that hold Ordinary Shares and Scott McGregor to vote in favour of the Resolution in respect of their respective entire holdings of Existing Ordinary Shares representing, in aggregate, approximately 2.86 per cent. of the Existing Ordinary Shares.

The General Meeting

The Directors do not currently have authority to allot the Placing Shares without the application of statutory pre-emption rights. Accordingly, the Board is seeking the approval of Shareholders at the General Meeting to disapply the pre-emption rights in the Company's articles of association in connection with the issue of the Placing Shares and Open Offer Shares.

The Resolution will be proposed as a special resolution. To be passed the Resolution will require the support of not less than two-thirds of the total voting rights of Shareholders who (being entitled to do so) vote on such resolution (in person or by proxy) at the General Meeting. The Placing and the Open Offer are conditional, inter alia, on the passing of the Resolution.

The Placing

The Company has conditionally raised approximately £0.94 million (before expenses) through the issue of the Placing Shares at the Issue Price, which represents a discount of 44.8 per cent. to the closing middle market price of 3.63 pence per Ordinary Share on 13 March 2019, being the last practicable date prior to the announcement of the Fundraising, and a 61.9 per cent. discount to the average share price during the 90 days prior to 13 March 2019. Following the issue of the Placing Shares, the enlarged ordinary share capital of the Company will be 838,219,132 Ordinary Shares. Following the issue of the Open Offer Shares (assuming full take-up under the Open Offer), the enlarged ordinary share capital of the Company will be 951,250,436 Ordinary Shares. The newly issued Ordinary Shares from the Placing and the Open Offer will represent 16.82 per cent. of the Company's issued share capital immediately following Admission (assuming full take-up under the Open Offer).

Related party transactions

The participation of Schroder Investment Management in the Placing constitutes a related party transaction under the AIM Rules by virtue of it being a substantial shareholder in the Company.  The Directors consider, having consulted with Investec, the Company's nominated adviser, that the terms of the related party transaction are fair and reasonable insofar as the Company's Shareholders are concerned.

The Placing Agreement

Pursuant to the terms of the Placing Agreement, VSA, as agents for the Company, have conditionally agreed to use reasonable endeavours to procure subscribers for the Placing Shares and any Open Offer Shares not taken up by Qualifying Shareholders in the Excess Application Facility.  VSA have conditionally placed the Placing Shares with certain institutional and other investors at the Issue Price.  The Placing has not been underwritten by VSA.  The Placing Agreement is conditional upon, inter alia, the Resolution being duly passed at the General Meeting, a minimum of £1.5 million in aggregate (before expenses) being raised pursuant to the Placing and Open Offer and Admission becoming effective on or before 8.00 a.m. on 4 April 2019 (or such later time and/or date as the Company, VSA may agree, but in any event by no later than 8.00 a.m. on 18 April 2019).

The Placing Agreement contains customary warranties from the Company in favour of VSA in relation to, inter alia, the accuracy of the information in the Circular to Shareholders and other matters relating to the Group and its business.  In addition, the Company has agreed to indemnify VSA in relation to certain defined liabilities that they may incur in respect of the Placing and Open Offer.

VSA have the right to terminate the Placing Agreement in certain circumstances prior to Admission, in particular, in the event of a material breach of the warranties given to VSA in the Placing Agreement or a material adverse change affecting the business, financial trading position or prospects of the Company or the Group as a whole.

The Placing Agreement also provides for the Company to pay all costs, charges and expenses of, or incidental to, the Placing and Admission including all legal and other professional fees and expenses.

The Placing Shares have not been made available to the public and have not been offered or sold in any jurisdiction where it would be unlawful to do so.

Details of the Open Offer

The Company considers it important that Qualifying Shareholders have an opportunity (where it is practicable for them to do so) to participate in the Fundraising and accordingly the Company is making the Open Offer to Qualifying Shareholders. The Company is proposing to raise up to £2.26 million (before expenses) (assuming full take up of the Open Offer) through the issue of up to 113,031,304 Open Offer Shares.  As noted above, the Company requires £1.5 million in order to implement the Strategic Review. Having raised £0.94 million pursuant to the Placing, the Company must raise £0.56 million pursuant to the Open Offer.  If this amount is not raised, the Placing and Open Offer will not proceed, the Strategic Review will not be implemented and the Company may become unable to continue to trade.

The terms and conditions of the Open Offer, including the Excess Application Facility, will be set out in the Circular to Shareholders, which will also include a notice convening a General Meeting. The Circular to Shareholders will set out the reasons for, and provide further information on, the Placing and Open Offer, to explain why the Board considers the Placing and Open Offer to be in the best interests of the Company and its Shareholders as a whole, and why the Board recommends that Shareholders vote in favour of the Resolution. It is expected that the Circular to Shareholders will be posted on or around 15 March 2019 and will also be available at this time on the Company's website at www.redtenergy.com.

The timetable for the Open Offer will be announced at the time the Circular to Shareholders is published.

The Open Offer is conditional on the Placing becoming or being declared unconditional in all respects and not being terminated before Admission (as the case may be). Accordingly, if the conditions to the Placing are not satisfied or waived (where capable of waiver), the Open Offer will not proceed and the Open Offer shares will not be issued and all monies received by the Registrars will be returned to the applicants (at the applicant's risk and without interest) as soon as possible thereafter. Any Open Offer Entitlements admitted to CREST will thereafter be disabled.

Settlement and dealings

Application will be made to the London Stock Exchange for the Placing Shares and the Open Offer Shares to be admitted to trading on AIM.

The Placing Shares and Open Offer Shares will, when issued, rank pari passu in all respects with the Existing Ordinary Shares including the right to receive dividends and other distributions declared following Admission.

A copy of this announcement will be made available at http://‌redtenergy.com/‌investors/‌announcements/ no later than 12:00 noon (London time) on 15 March 2019 (being the business day following the date of this announcement). The content of the website referred to in this announcement is not incorporated and does not form part of this announcement.

For further information, please contact:

redT energy plc Neil O'Brien, Executive Chairman Scott McGregor, Chief Executive Officer Fraser Welham, Chief Financial Officer Joe Worthington, Investor & Media Relations	[phone]
VSA Capital Limited (Financial Adviser) Andrew Raca / Simon Barton	[phone]
VSA Capital Limited (Broker) Andrew Monk	[phone]
Investec Bank plc (Nominated adviser and joint broker) Jeremy Ellis	[phone]
Celicourt Communications (Financial PR) Mark Antelme / Jimmy Lea / Ollie Mills	[phone]

Notes to Editors

About redT energy

redT energy plc are experts in energy storage, specialising in the design, manufacture, installation and operation of energy storage infrastructure which creates revenue alongside reliable, low-cost renewable generation for businesses, industry and electricity distribution networks. Using patented vanadium redox flow technology to store energy in liquid, redT's own energy storage machines can be run continually with no degradation: charging and discharging for over 25 years, matching the lifespan of renewable assets in on-grid, off-grid and weak-grid settings.

redT's energy storage solutions, developed over the past 15 years, address today's changing energy market by providing a flexible platform for time shifting surplus renewable power, securing electricity supplies and earning revenue through grid services. The company has customers in the UK, Europe, sub-Saharan Africa, Australia and Asia Pacific. redT energy plc is listed on the London Stock Exchange (AIM:RED) and has experts located in the UK, Europe, Australia, Africa, Asia and the USA. For more information, visit www.redTenergy.com

For sales, press or investor enquiries, please contact the redT team on [phone].

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this announcement or otherwise.

The distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.

MAR

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

DEFINITIONS

The following definitions apply throughout this announcement unless the context otherwise requires:

"Admission"	admission of the Placing Shares and Open Offer Shares to trading on AIM becoming effective in accordance with Rule 6 of the AIM Rules
"AIM"	the AIM Market operated by the London Stock Exchange
"AIM Rules"	the AIM Rules for Companies published by the London Stock Exchange from time to time
"certificated form" or "in certificated form"	an Ordinary Share recorded on a company's share register as being held in certificated form (namely, not in CREST)
Circular to Shareholders	A circular to be posted to Shareholders shortly setting out the details of the Strategic Review, Board changes, the Placing and the Open Offer and including a notice of General Meeting to approve the Resolution
"Company" or "redT"	redT energy plc, a company incorporated and registered in Jersey under the Companies (Jersey) Law 1991 with registered no: 92432
"CREST"	the relevant system (as defined in the CREST Regulations) in respect of which Euroclear is the operator (as defined in those regulations)
"CREST Regulations"	the Uncertificated Securities Regulations 2001 (S.I. 2001 No. 3755)
"Directors" or "Board"	the directors of the Company
"Enlarged Share Capital"	the issued Ordinary Shares immediately following Admission
"Euroclear"	Euroclear UK & Ireland Limited, the operator of CREST
"Excess Application Facility"	the arrangement pursuant to which Qualifying Shareholders may apply for additional Open Offer Shares in excess of their Open Offer Entitlement in accordance with the terms and conditions of the Open Offer
"Excess Shares"	Open Offer Shares applied for by Qualifying Shareholders under the Excess Application facility
"Existing Ordinary Shares"	the 791,219,132 Ordinary Shares in issue at the date of this announcement, all of which are admitted to trading on AIM
"FCA"	the UK Financial Conduct Authority
"FSMA"	the Financial Services and Markets Act 2000 (as amended)
"Fundraising"	the Placing and the Open Offer
"General Meeting"	a general meeting of the Company, notice of which will be included in the Circular to Shareholders
"Group"	the Company, its subsidiaries and its subsidiary undertakings
"IP"	intellectual property
"Issue Price"	2 pence per New Ordinary Share
"London Stock Exchange"	London Stock Exchange plc
"MWh"	megawatt hour
"New Ordinary Shares"	the Placing Shares and the Open Offer Shares
"Open Offer"	the conditional invitation by the Company to Qualifying Shareholders to apply to subscribe for the Open Offer Shares at the Issue Price on the terms and subject to the conditions that will be set out in the Circular to Shareholders
"Open Offer Entitlement"	the individual entitlements of Qualifying Shareholders to subscribe for Open Offer Shares allocated to Qualifying Shareholders pursuant to the Open Offer
"Open Offer Shares"	the up to 113,031,304 new Ordinary Shares to be issued by the Company pursuant to the Open Offer
"Ordinary Shares"	ordinary shares of €0.01 each in the capital of the Company
"Overseas Shareholders"	Shareholders with a registered address outside the United Kingdom
"Placing"	the conditional placing of the Placing Shares by VSA Capital, as agents on behalf of the Company, pursuant to the Placing Agreement further details of which are set out in this announcement
"Placing Agreement"	the conditional agreement dated 13 March 2019 and made between VSA Capital and the Company in relation to the Placing, further details of which are set out in this announcement
"Placing Shares"	the 47,000,000 new Ordinary Shares to be issued pursuant to the Placing and any Open Offer Shares not taken up by Qualifying Shareholders under the Excess Application Facility
"Prospectus Rules"	the prospectus rules made by the FCA pursuant to section 73A of the FSMA
"Qualifying Non-CREST Shareholders"	Qualifying Shareholders holding Existing Ordinary Shares in certificated form
"Qualifying Shareholders"	holders of Existing Ordinary Shares on the register of members of the Company at the Record Date but excluding any Overseas Shareholder who has a registered address in any Restricted Jurisdiction
"Record Date"	13 March 2019
"Registrars"	Computershare Investor Services (Jersey) Limited, c/o The Pavilions, Bridgwater Road, Bristol BS99 6ZY
"Regulatory Information Service"	a service approved by the FCA for the distribution to the public of regulatory announcements and included within the list maintained on the FCA's website
"Resolution"	the resolution set out in a notice of General Meeting to be posted to Shareholders shortly
"Shareholders"	holders of Ordinary Shares
"UK"	the United Kingdom of Great Britain and Northern Ireland
"US" or "United States"	the United States of America, each State thereof, its territories and possessions (including the District of Columbia) and all other areas subject to its jurisdiction
"uncertificated" or "in uncertificated form"	an Ordinary Share recorded on a company's share register as being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST
"VSA Capital"	means VSA Capital Limited, the Company's financial adviser and joint broker
"£", "pounds sterling", "pence" or "p"	are references to the lawful currency of the United Kingdom
"€" or "Euros"	are references to a lawful currency of the European Union
"US dollar", "dollar", "US$" or "$"	are references to the lawful currency of the United States

 

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