Placing, Capital Reorganisation and Notice of GM

Oracle Power PLC

04 October 2023

 

4 October 2023

Oracle Power PLC

("Oracle", the "Company" or the "Group")

Conditional Placing to Raise £350,000

Capital Reorganisation

Notice of General Meeting

Oracle Power PLC (AIM:ORCP), the international natural resources project developer, is pleased to announce that it has entered into a placing agreement, conditional on the passing of certain resolutions to be proposed at a general meeting of the Company, to raise gross proceeds of £350,000 by way of a placing of 1,000,000,000 new ordinary shares in the capital of the Company (the "Placing Shares")  at a price of 0.035 pence per share (the "Placing Price") (the "Placing"). Pursuant to the Placing, placees will receive one warrant for every two Placing Shares subscribed for, exercisiable at a price of 0.07 pence per ordinary share, for a period of two years from the date of the Placing.

Use of Proceeds

The net proceeds of the Placing will be primarily used to support the advancement of the Company's green hydrogen project (the "Project") through the joint venture with His Highness Sheikh Ahmed Dalmook Al Maktoum (through his wholly owned company, Kaheel Energy Limited). The Company recently announced the completion of the technical and commercial Feasibility Study relating to the Green Hydrogen Project.  The study, undertaken by thyssenkrupp Uhde, supports the development of a 400MW capacity green hydrogen production facility.  The results of the study were noted to be very encouraging and on a par with industry expectations as observed in other green hydrogen projects announced worldwide, providing significant confidence in the development route towards commercialisation.  The Company is now moving into a highly active period as it works towards completing other studies in collaboration with State Grid Corporation of China, leading into the FEED stage, and formulation of the investment and lender consortium.

Capital Reorganisation

The Placing Price is less than the current nominal value of 0.1 pence per ordinary share. The Companies Act 2006 (as amended) prohibits the Company from issuing new shares at a price below nominal value.  Accordingly, the Company is seeking shareholder approval to carry out the capital reorganisation through which it is proposed that each existing ordinary share will be subdivided into one new ordinary share of 0.001 pence (the "New Ordinary Shares") and one deferred share of 0.099 pence (the "Deferred Shares") (the "Capital Reorganisation"). The Deferred Shares will have very limited rights and the Company will not issue any share certificates or credit CREST accounts in respect of them. The Deferred Shares will not be admitted to trading on AIM or any other exchange.

The number of ordinary shares in issue, and held by each Shareholder, as a result of the passing of the Resolutions will not change. It is simply the nominal value of the existing ordinary shares which will change. The New Ordinary Shares will continue to carry the same rights as those attached to the existing ordinary shares, save for the change in nominal value.

The Placing

The Placing has been carried out by CMC Capital Markets ("CMC") and the Company has entered into a placing agreement with CMC dated 3 October 2023 (the "Placing Agreement") pursuant to which CMC, as agent to the Company, has procured placees for the Placing Shares at the Placing Price. CMC will receive 80 million warrants over New Ordinary Shares, exercisable at the Placing Price for a period of two years from the date of the Placing.

General Meeting

The Company will shortly be posting a circular (the "Circular") to its shareholders which will include, inter alia, details of a general meeting (the "General Meeting") at which shareholders will vote on the following resolutions (the "Resolutions"):

-      Resolution 1: Capital Reorganisation

A resolution to approve the Capital Reorganisation, which is necessary to issue the Placing Shares at the Placing Price, which is below the current nominal value.

-      Resolution 2: Amendment to Articles of Association of the Company

A special resolution to approve the amendment of the Company's Articles of Association containing, inter alia, the rights and restrictions attaching to the Deferred Shares, necessary to effect the Capital Reorganisation.

The Placing is conditional on the Capital Reorganisation being approved by Shareholders and admission of the New Ordinary Shares and the Placing Shares to trading on AIM.

The Circular to shareholders will be made available on the Company's website at www.oraclepower.co.uk when posted to shareholders.

Recommendation

In the event that the resolutions are not passed, the Company will be unable to complete the Placing or raise equity capital unless any placing price is above the current nominal value.

The directors of Oracle consider that the resolutions to be proposed at the General Meeting are in the best interests of the Company and its shareholders as a whole and unanimously recommend that shareholders vote in favour of the resolutions at the General Meeting to be convened. 

Admission to Trading, Total Voting Rights, ISIN and SEDOL

Application will be made for the New Ordinary Shares and the Placing Shares to be admitted to trading on AIM ("Admission"). It is expected that Admission will become effective at 8:00 a.m. on or around 27 October 2023.  The Placing Shares and the New Ordinary Shares will have the same ISIN number and SEDOL code as each existing ordinary share. The Placing Shares will rank pari passu with the New Ordinary Shares.

Following shareholder approval and Admission, the total issued share capital of the Company will be 4,735,415,387 New Ordinary Shares, with no shares held in Treasury. Therefore, the total current voting rights in the Company following Admission will be 4,735,415,387 and 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 in their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.

Naheed Memon, CEO of Oracle, commented:

"We continue to advance our green hydrogen strategy in Pakistan and today's conditional fundraise will enable us to continue on this upward trajectory. The majority of the funds raised will be used to support the green hydrogen initiative, whilst also providing us with sufficient working capital to develop the other projects in Oracle's portfolio.

"We are now looking toward the next stage in the Project's development as we move forward with detailed technical and financial feasibilities. With the recent completion of the feasibility study and support from His Highness Shaikh Ahmed Dalmook Al Maktoum, I am confident we will be able to rapidly progress the development of this ground-breaking and globally significant project."

*ENDS*

For further information:

Oracle Power PLC Naheed Memon - CEO	[phone]
Strand Hanson Limited (Nominated Adviser and Broker) Rory Murphy, Matthew Chandler, Rob Patrick	[phone]
Global Investment Strategy UK Limited (Joint Broker) Samantha Esqulant	[phone]
St Brides Partners Limited (Financial PR) Susie Geliher, Isabel de Salis	[phone]

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014 as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended by virtue of the Market Abuse (Amendment) (EU Exit) Regulations 2019.

About Oracle Power PLC:

Oracle Power PLC is an international natural resource and power project developer quoted on London's AIM market. The Company currently has two areas of focus: Western Australia and Pakistan. The Company is active in the energy industry in Pakistan and is working to establish one of the largest green hydrogen production facilities in the region.

About Northern Zone Project:

The Northern Zone Project is comprised of one granted prospecting licence (P25/2651) which covers an area of 82 hectares. The Project is located in an area highly prospective for gold and is approximately 25km east of Kalgoorlie, the home of the 'Super Pit' mine, the second largest gold mine in Australia.

 

END