Loan facility to facilitate proposed equity raise

AMTE Power PLC

25 July 2023

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE UK VERSION OF REGULATION (EU) NO 596/2014 WHICH FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED.  UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

For immediate release

25 July 2023

AMTE Power Plc

Loan facility to facilitate proposed equity raise

Further to its earlier announcements, most recently on 20 July 2023, AMTE Power Plc (AIM: AMTE) ("AMTE Power" or the "Company" and, together with its subsidiary undertakings, the "Group"), a leading developer and manufacturer of lithium-ion and sodium-ion battery cells for specialist markets, is pleased to announce that it has agreed a new secured £1.0 million loan facility (the "Facility") with Arena Investors LP ("Arena") in order to provide sufficient time for the Company and a potential new equity investor (the "Equity Investor") to complete a proposed initial equity investment of £2.5 million (the "Proposed Subscription") (together, the "Initial Recapitalisation Plan").

Funds under the Facility will be made available to the Group in two equal tranches of £0.5 million each, the first of which will be drawn down within two business days. The second tranche will be available to be drawn down upon mutual written consent between Arena and the Company. The Facility, which bears no interest but is fully secured over the assets of the Company, is repayable in full at 110 percent of the total amount drawndown on the earlier of: (a) the completion of the Proposed Subscription; or (b) the date falling three months following entry into the Facility.

In addition to providing this Facility, Arena has agreed to relinquish the conversion rights attaching to its pre-existing convertible bond facility (the "CBF"), announced on 17 October 2022, of which £4.0 million has been drawn down to date, with £3.75 million outstanding. The Company and Arena are due to formalise an agreement to repay amounts drawn down under the CBF as to £1.0 million on the first anniversary of the bridge loan agreement, subject to available funds, with the balance due on the second anniversary. In consideration for this amendment, the Company and Arena will enter into documentation granting Arena warrants to subscribe for 2 percent of the share capital of the Company as enlarged by the Initial Recapitalisation Plan at a 100 percent premium to the issue price thereunder. The warrants will become exercisable 12 months following the subscription under the Initial Recapitalisation Plan with a duration of 24 months from issue. Additionally, the Company has granted Arena security over the Company's assets for the full loan.

The Equity Investor has conditionally proposed to subscribe £2.5 million, at an indicative price, subject to due diligence and certain other conditions, of 1.7 pence per share for 147,058,823 new ordinary shares of 0.5p each in the capital of the Company, which would result in the Equity Investor holding 80 percent of the issued share capital of the Company, as enlarged by such subscription.  The Proposed Subscription of £2.5 million will, if completed, provide the Company with sufficient financial resources to the end of September 2023. However the Equity Investor has indicated that, following its Proposed Subscription and at its own discretion, it intends to implement a financial solution for the Group, including providing for future funding requirements. The Equity Investor would also have the sole discretion to allow the investment in the Company under the terms of the Initial Recapitalisation Plan to be extended to other investors. The Company notes that the terms and quantum of the Initial Recapitalisation Plan and any funding beyond has yet to be agreed and remains uncertain at this stage.

At this stage, discussions on the Initial Recapitalisation Plan remain at an early stage and there can be no certainty that these discussions will be successfully concluded, nor the terms or timing thereof. The Initial Recapitalisation Plan would be subject to, amongst other things: (i) the Equity Investor satisfactorily concluding its internal procedures and due diligence; (ii) the Takeover Panel agreeing to waive the obligation under Rule 9 of the City Code on Takeovers and Mergers to make a mandatory offer for the entire issued share capital of the Company, subject to the approval of the independent shareholders; (iii) the Investment Security Unit of the Department for Business, Energy and Industrial Strategy approving the Proposed Subscription in accordance with the terms of the National Security and Investment Act 2021; and (iv) the Company obtaining the necessary shareholder authorities at a general meeting of shareholders of the Company to issue the Subscription Shares.

Further announcements will be made in due course.

Alan Hollis, CEO at AMTE Power, said:

"I am very pleased to announce the bridging loan to be provided by Arena, which buys AMTE Power the time and financial resources to allow the Equity Investor to complete its due diligence and internal procedures ahead of some much needed further investment in the business."

The person responsible for arranging the release of this announcement on behalf of the Company is Anita Breslin, Chief Financial Officer of the Company.

Enquiries

AMTE Power plc	[phone]
Alan Hollis (Chief Executive Officer) Anita Breslin (Chief Financial Officer)
WH Ireland (NOMAD and Joint Broker)	[phone]
Chris Fielding / James Bavister (Corporate Finance)
Fraser Marshall (Corporate Broking)
Panmure Gordon (UK) Limited (Joint Broker)	[phone]
John Prior / James Sinclair-Ford (Corporate Finance)
Hugh Rich (Corporate Broking)
Camarco (Financial PR)	[phone] / 4981
Ginny Pulbrook / Rosie Driscoll

About AMTE Power

AMTE Power was founded in 2013 and is a leading UK developer and manufacturer of lithium-ion and sodium-ion battery cells for specialist markets. In March 2021, the Company was admitted to trading on the AIM market of the London Stock Exchange. The Company is focused on launching a series of next generation battery cells based on new chemistries and cell structures that are designed to solve key problems in power delivery, energy performance, and safety. These new products are targeted at a range of specialist markets including the electric vehicle industry and energy storage sector.

AMTE Power's purpose-built cell manufacturing facility in Thurso, Scotland has the second largest cell manufacturing capacity in the UK and the Company also has a product development team based in Oxford. AMTE's proposed gigafactory in Dundee, Scotland is expected to be capable of producing over 8 million battery cells per annum enabling the Company to rapidly scale up cell production.

For further information visit the Company's website:  www.amtepower.com

Important notices

This announcement is for information purposes only and does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in any jurisdiction and should not be relied upon in connection with any decision to subscribe for or acquire ordinary shares in the capital of the Company.  In particular, this announcement does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States.

This announcement has been issued by, and is the sole responsibility of, the Company.  No person has been authorised to give any information or to make any representations other than those contained in this announcement and, if given or made, such information or representations must not be relied on as having been authorised by the Company.

No statement in this announcement is intended to be a profit forecast or profit estimate and no statement in this announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will", "would" or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include matters that are not historical facts. They appear in a number of places throughout this announcement and include statements regarding the directors of the current Company's intentions, beliefs or expectations concerning, among other things, the Company's results of operations, financial condition, liquidity, prospects, growth, strategies, and the Company's markets. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Actual results and developments could differ materially from those expressed or implied by the forward-looking statements. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements in this announcement are based on certain factors and assumptions, including the directors of the Company's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company's operations, results of operations, growth strategy and liquidity. Whilst the directors of the Company consider these assumptions to be reasonable based upon information currently available, they may prove to be incorrect. Save as required by applicable law, the AIM Rules or the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority, the Company undertakes no obligation to release publicly the results of any revisions to any forward-looking statements in this announcement that may occur due to any change in the directors of the Company's expectations or to reflect events or circumstances after the date of this announcement.

Neither the content of the Company's website nor any website accessible by hyperlinks to the Company's website is incorporated in, or forms part of, this announcement.

Certain figures contained in this announcement, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this announcement may not conform exactly with the total figure given.

All references to time in this announcement are to London time, unless otherwise stated.

 

END