Proposed Amendments to IYA Loan and Notice of GM

RNS Number : 4408T

Molecular Energies PLC

20 March 2023

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION (EU NO. 596/2014) AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR").

20 March 2023

MOLECULAR ENERGIES PLC

("MEN" or the "Company")

Proposed amendments to terms of the IYA Loan

Notice of General Meeting

Molecular Energies (AIM: MEN), the international energy company, is today publishing a circular to be sent to shareholders ("the Circular") containing a notice convening a general meeting of the Company ("General Meeting") relating to certain amendments to be made to the terms of the existing loan ("the IYA Loan") owing by the Company to IYA Global Limited ("IYA"), a company ultimately beneficially owned by Peter Levine, the Chairman of, and a substantial shareholder in, MEN.

Further details of the amendments to the IYA Loan are set out below.  The amendments to the IYA Loan require approval by shareholders (by way of ordinary resolution) at a general meeting.

Notice of the General Meeting and a form of proxy are available on the Company's website at www.molecularenergiesplc.com/investors/documents-circulars/.

General Meeting

The Circular contains a notice convening the General Meeting of the Company to consider and if thought fit to approve the resolution ("the Resolution") proposed in the Notice of Meeting. The General Meeting will be held at 2pm on 6 April 2023 ("the GM Date") to be held at the Registered Office of the Company.

The independent Directors of the Company being all directors apart from Peter Levine (the "Independent Directors") unanimously recommend the passing of the Resolution as being in the best interests of the Company. Accordingly, the Independent Directors intend to vote in favour of such Resolution in respect of their entire beneficial holdings.

Peter Levine also intends to vote in favour of such Resolution in respect of his entire beneficial holding, which in aggregate with the Independent Directors, represents approximately 29.6% of the entire issued share capital of the Company.

Robert Shepherd, Financial Director, commented:

"The proposals contained in the Circular represent the best interests of Company and is demonstration of the intention to provide a sustainable base for our Group going forward which now includes both hydrocarbon and our expanding alternative energy Green House Capital divisions."

Related Party Transactions

Peter Levine is a Director and substantial shareholder in the Company. IYA, the provider of the IYA Loan, is a company ultimately beneficially owned by Peter Levine. Accordingly, the amendments to the IYA Loan represent a related party transaction pursuant to Rule 13 of the AIM Rules for Companies.

The Independent Directors, having consulted finnCap Ltd, the Company's Nominated Adviser, consider that the amendments to the IYA Loan are fair and reasonable insofar as the Company's shareholders are concerned.

Circular to Shareholders

The Circular contains a letter from the Chairman the body of which is set out below:

"Introduction

 

The Amendments more particularly set out below require approval by the shareholders of MEN at a General Meeting of the Company pursuant to s190 of the Companies Act 2006 due to the fact that Peter Levine is a director of the Company, the ultimate beneficial owner of IYA.

 

The IYA Loan

The Terms of the IYA Loan

 

Under the terms of the Facility Agreement dated 2 January 2018, as amended on 1 June 2018, 21 November 2018, 25 August 2019, 20 January 2020 and 22 June 2020, IYA has lent to the Company certain monies of which, at the date hereof, US$11.9 million is outstanding. Such monies are currently carrying an average interest rate of 12%, accruing annual interest of some US$1.4 million per annum or some US$2.4 million in total to the current maturity date of 31 December 2024. The maximum amount available under the facility is US$20.5 million, undrawn amounts  under the Facility Agreement incur a commitment fee of 4% per annum, accruing annual costs of some US$400k per annum or some US$700k in total to the current maturity date of 31 December 2024.

 

Amendments to the IYA Loan

 

It is proposed that the material amendments are:

i.  The IYA Loan (including interest) is fixed as at the GM Date ("the Fixed Loan") with no further monies available to be drawn and no further commitment fee on undrawn balances thereafter applicable

ii.  The interest rate on the Fixed Loan be reduced to zero percent (0%) per year from the GM Date

iii.  The IYA Loan maturity by which such monies are mandatorily required to be paid be extended by one year to 31 December 2025

iv. 

a.  IYA is granted a first legal charge against all the shares owned by the Company from time to time in ATOME Energy PLC ("ATOME") to secure the Fixed Loan

b.  an extension fee ("the Fee") of US$1.5 million be paid to IYA spread over the length of time of the Fixed Loan to maturity to be paid by equal monthly instalments unless otherwise agreed. As such the Fee is unsecured as it is not part of the IYA Loan

c.  IYA will be granted the rights at any time up to 31 December 2025 to call upon MEN to transfer to it or as it may direct 2,038,038 ordinary shares in ATOME ("ATOME Shares") equivalent to the value of GBP2.16 million at value of 106.2 pence per ATOME share in satisfaction and by way of extinguishment of US$2.6 million of the Fixed Loan still then outstanding, calculated using an exchange rate of US$1.20 to the pound

Reasons for the amendments to the IYA Loan

 

The reasons for the amendments are as follows:

i.  The reduction of the interest rate and commitment fees to zero provides net cost savings for MEN of approximately US$5 million from the GM Date over the revised maturity period

ii.  The saving on interest will enable further funds to be available for working capital purposes and expansion of the Company and its hydrocarbon and alternative energy divisions

iii.  The extended maturity period provides further flexibility for the Company to manage its cashflow "

Contact: Molecular Energies PLC	[phone]
Nikita Levine, Investor Relations	[e-mail]
finnCap (Nominated Advisor and broker) Christopher Raggett, George Dollemore	[phone]
Tavistock (Financial PR & IR) Simon Hudson, Nick Elwes, Charles Baister	[phone]

Notes to Editors

Molecular Energies PLC is an AIM listed company at the forefront of energy development and has interests across the energy spectrum, from oil and gas projects to subdivisions in the green and alternative energy sub-sectors.

The Company has oil and gas production in two geographical markets: Argentina and the United States, as well as exploration assets in both Argentina and Paraguay. The Company also has two separate subdivisions which are focused on early-stage opportunities in the green and/or alternative energy sub- sector.

Activities in the green and alternative energy space are being carried out under the Green House Capital brand and through AIM listed ATOME Energy PLC operating in Paraguay and Iceland, producing green hydrogen and ammonia for use in fuels.

With a strong strategic and institutional base of support, an in-country management team as well as the Chairman whose interests as the largest shareholder are aligned to those of its shareholders, Molecular gives UK investors access to an energy growth story combined with world class standards of corporate governance, environmental and social responsibility.

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 as it forms part of UK Domestic Law by virtue of the European Union (Withdrawal) Act 2018 ("UK MAR"). The person who arranged for the release of this announcement on behalf of the Company was Peter Levine, Chairman.

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