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Wednesday 18 March, 2020

AIM

Schedule One - RedT energy plc

RNS Number : 6754G
AIM
18 March 2020
 

 

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

 

COMPANY NAME:

redT energy plc (to be renamed Invinity Energy Systems plc)

 

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES):

Registered Office:

3rd Floor, Standard Bank House
47-49 La Motte Street
St Helier
Jersey

JE2 4SZ

 

Trading Address:

Suite 4.12 Clerkenwell Workshops
27-31 Clerkenwell Close
London

EC1R 0AT

 

COUNTRY OF INCORPORATION:

Jersey

 

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

www.redtenergy.com

 

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY).  IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

redT energy plc are experts in the provision of energy storage solutions, based on proprietary vanadium redox flow battery ("VRFB") technology, which unlocks reliable, low-cost, low-carbon renewable generation for businesses, industry and electricity networks globally.

 

To meet the opportunity represented by the global growth in requirements for energy storage, and to achieve the necessary scale and size, on 25 July 2019, the Company announced it had agreed to outline terms for a proposed merger (the "Merger") with Avalon Battery Corporation ("Avalon"), another key contender in the VRFB industry. The Merger will constitute a reverse takeover of redT by Avalon under the AIM Rules for Companies. The Company has announced that the Acquisition Agreement relating to the Merger has now been signed, with Completion conditional upon inter alia shareholder approval.

 

The holding company of the enlarged group is incorporated in Jersey.  It has largely wholly owned subsidiaries in the UK, Ireland, Australia, South Africa, Mauritius, the US and Canada in order to pursue business in these countries and their surrounding regions.

 

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

Up to 76,889,791 Ordinary Shares of €0.50 each in the capital of the Company arising on completion of the Share Consolidation (the proposed consolidation of the Existing Ordinary Shares immediately prior to Admission such that each 50 Existing Ordinary Shares will be consolidated into one Consolidated Ordinary Share of €0.50 each in the

capital of the Company) at an issue price of 82.5p (following the Share Consolidation).

 

The Ordinary Shares are freely transferable and have no restrictions placed upon them.

 

No Ordinary Shares are held in treasury.

 

CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

Capital to be raised on Admission: up to £14.2 million

 

Anticipated market capitalisation: up to £63.4 million

 

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

Approximately 54.3 per cent.

 

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED:

None

 

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

Directors:

Neil Christopher O'Brien (Non-executive Chairman)

Fraser Andrew Norton Welham (Chief Financial Officer)

Michael James Wills Farrow (Non-executive Director)

Jonathan Anthony Frank Marren (Non-executive Director)

 

Proposed Directors:

Lawrence (Larry) Arthur Zulch (Chief Executive Officer)

Matthew (Matt) Albert MacLennan Harper (Chief Commercial Officer)

 

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

Name

Before Admission

After Admission

 

 

 

Schroders plc

13.30%

10.59%

GSR Ventures IV, L.P.

0.00%

10.18%

Brantingham & Carroll International, Ltd.

0.00%

8.74%

Johnson Chiang

0.00%

7.91%

Bushveld Vametco Limited

0.00%

7.34%

Hong Kong Hao Yuan Sheng Trading Company Limited (known as Baojia)

0.00%

4.41%

 

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

None

 

(i)  ANTICIPATED ACCOUNTING REFERENCE DATE

(ii)  DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)

(iii)  DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

(i)  31 December

(ii)  Interim Unaudited Historical Financial Information for Avalon prepared to 30 June 2019

(iii)  30 June 2020 (2019 annual accounts), 30 September 2020 (2020 half-yearly report) and 30 June 2021 (2020 annual accounts)

 

EXPECTED ADMISSION DATE:

2 April 2020

 

NAME AND ADDRESS OF NOMINATED ADVISER:

Investec Bank plc

30 Gresham Street

London

EC2V 7QP

 

NAME AND ADDRESS OF BROKER:

Investec Bank plc

30 Gresham Street

London

EC2V 7QP

 

VSA Capital Limited

New Liverpool House

15-17 Eldon Street

London

EC2M 7LD

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

The admission document contains full details about redT energy plc (to be renamed Invinity Energy Systems plc) and the admission of its issued share capital to trading on AIM and is available from the Company's website at www.redtenergy.com

 

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

QCA Corporate Governance Code

 

DATE OF NOTIFICATION:

18 March 2020

 

NEW/ UPDATE:

New

 

 


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