Equity Placing

RNS Number : 6389I

Oracle Power PLC

12 August 2019

 

12 August 2019

Oracle Power PLC

("Oracle" or "the Company")

Equity Placing of £500,000 at 0.25p per Ordinary Share

Oracle Power PLC (AIM:ORCP), the UK energy developer of a combined lignite coal mine and mine mouth power plant located in the south-eastern Sindh Province of Pakistan (Thar Block VI), announces that it has raised £500,000 before costs by way of a placing, with new and existing investors, of 200,000,000 new ordinary shares of 0.1p each in the Company ("Ordinary Shares") (the "Placing Shares") at a price of 0.25p per Ordinary Share (the "Placing Price") (the "Placing").

In addition, the subscribers in the Placing will be issued with one warrant for each Placing Share subscribed for (the "Placing Warrants"). The issue of shares pursuant to the exercise of the Placing Warrants requires the approval of the Company's shareholders at a duly convened general meeting (the "Warrant Approval"), for which the Company will post a circular to shareholders in due course. The Placing is not conditional on the Warrant Approval. Each warrant is exercisable at a price of 0.50p (a premium of 100% to the Placing Price) for a period of 24 months from the date of admission of the Placing Shares to trading on AIM ("Admission").

As part of the Placing, Brandon Hill Capital Limited ("Brandon Hill"), Neal Griffith and Oliver Stansfield (both directors of Brandon Hill and together the "Brandon Hill Group") have agreed to subscribe for, in aggregate, 45,437,808 Placing Shares, representing a cash subscription of £113,594.52. On Admission, the Brandon Hill Group will be interested in 328,781,090 Ordinary Shares representing, in aggregate, 22.53 per cent. of the Company's issued share capital as enlarged by the Placing. A further 11,072,618 shares are held by Brandon Hill's parent company, Optima Worldwide Group plc, representing, on Admission, 0.76 per cent. of the Company's then issued share capital.

In addition, as part of the commission arrangements for acting as joint broker to the Placing, Brandon Hill will be issued with a further 9,000,000 warrants, exercisable at 0.25p per share for a period of 24 months ("Broker Warrants"), and a cash commission of approximately £22,500 (the "Brandon Hill Commission Arrangements"). Following the issue of the Broker Warrants and the Placing Warrants, the Brandon Hill Group will be interested in, in aggregate, 85,210,916 warrants.

In addition, as part of the commission arrangements for acting as joint broker to the Placing, Shard Capital have been issued 1,000,000 Broker Warrants. The issue of shares pursuant to the exercise of any Broker Warrants is not conditional on the Warrant Approval.

The proceeds of the Placing will be used in part to repay the outstanding Loan Facility (as announced on 30 May 2019) with Brandon Hill of £100,000 principal and £1,594.52 interest. Upon repayment, the Loan Facility will be terminated by mutual consent and the Company will have no material debt. The remainder of the proceeds are expected to provide the Company with short-term working capital and allow the continuation of ongoing and collectively funded pre-development project work with Oracle's Chinese partners, Beijing Jingneng Power Company Limited and PowerChina International Group Limited, following the Memorandum of Understanding entered into on 19 December 2018, the pre-development funding plan announced on 31 January 2019, and the updates announced on 27 March 2019 and 5 June 2019. 

In addition, as part of the Placing, certain directors of the Company have agreed to subscribe for, in aggregate, 16,400,000 Placing Shares, on the same terms as subscribers in the Placing, as follows:

	Shareholding before the Placing	Participation in the Placing	Shareholding following Placing	Interest in Oracle on Admission
Mark Steed	2,100,000	12,000,000	14,100,000	0.97%
Andreas Migge	-	4,400,000	4,400,000	0.30%

Accordingly, Mr Steed and Mr Migge will be issued with 12,000,000 and 4,400,000 warrants respectively.

Related party transactions

The Brandon Hill Group is a substantial shareholder of the Company. Accordingly, the participation of the Brandon Hill Group in the Placing and the Brandon Hill Commission Arrangements (together the "Brandon Hill Transactions") constitute related party transactions pursuant to Rule 13 of the AIM Rules for Companies. In addition, the participation of certain directors in the Placing constitutes a related party transaction pursuant to Rule 13 of the AIM Rules for Companies (the "Directors' Participation").

Naheed Memon, independent director, having consulted with the Company's nominated adviser, Strand Hanson Limited, considers that the terms of the Brandon Hill Transactions and the Directors' Participation are fair and reasonable insofar as its shareholders are concerned.

Naheed Memon, CEO of Oracle, said:

"We are pleased to confirm this equity placing, as it will strengthen the Company's balance sheet and provide working capital for project furtherance as we move forward with our Chinese partners.

"The Block VI development in Thar is of material significance not only to Oracle but also to Pakistan in general, evidenced by its inclusion in the Priority List of the China Pakistan Economic Corridor.

"The Company will keep shareholders updated on both its operational and corporate progress."

Settlement and dealings

Application will be made for the Placing Shares to be admitted to trading on AIM. Dealings in the Placing Shares on AIM are expected to commence at 8:00am on or around 14 August 2019.

Following Admission, for the purposes of the Financial Conduct Authority's Disclosure Guidance and Transparency Rules ("DTRs"), Oracle will have 1,459,468,634 Ordinary Shares in issue with voting rights attached (one vote per Ordinary Share). The Company does not hold any shares in treasury. This figure of 1,459,468,634 Ordinary Shares may be used by the Company's shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the Financial Conduct Authority's Disclosure and transparency Rules.

The information contained within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014. Upon the publication of this announcement, this inside information is now considered to be in the public domain.

For further information please contact:

Oracle Power PLC Naheed Memon	[phone]
Strand Hanson Limited (Nominated Adviser) Rory Murphy, James Harris, Jack Botros	[phone]
Brandon Hill Capital Limited (Joint Broker) Oliver Stansfield	[phone]
Shard Capital (Joint Broker) Damon Heath	[phone]

PDMR Notifications

The notifications below are made in accordance with the requirements of MAR.

1.	Details of the persons discharging managerial responsibilities / person closely associated
a)	Name	1.     Mark Steed 2.     Andreas Migge
2.	Reason for the notification
a)	Position/status	1.     Non-Executive Chairman 2.     Non-Executive Director
b)	Initial notification / amendment	Initial notification
3.	Details  of  the  issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Oracle Power plc
b)	LEI	213800KTG8HX1WBCAA49
4.	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description  of the financial  instrument, type of instrument	Ordinary Shares of 0.1p each
	Identification code	GB00B23JN426
b)	Nature of the transaction	Placing of Ordinary Shares
c)	Price(s) and volume(s)	Share Price (GBX) Volume(s) 1.     0.25 pence 2.     0.25 pence 1.     12,000,000 2.     4,400,000
d)	Aggregated information - Aggregated volume  - Price	N/A
e)	Date of the transaction	12 August 2019
f)	Place of the transaction	AIM, London Stock Exchange

 

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