TIDMORCP
RNS Number : 7341V
Oracle Power PLC
05 December 2019
5 December 2019
Oracle Power PLC
("Oracle", the "Company" or the "Group")
Posting of Circular and Notice of General Meeting
Oracle, the UK energy developer of a combined lignite mineral
resource and mine mouth power plant located in the Thar desert in
the south-east of Sindh Province, Pakistan, is pleased to announce
that, further to the Company's announcement of 28 November 2019, it
has posted a circular (the "Circular") and accompanying Form of
Proxy in relation to a General Meeting of the Company.
The Circular contains Notice of the General Meeting that will be
held at the offices of Brandon Hill, 1 Tudor Street, London, EC4Y
0AH at 10.00 a.m. on 20 December 2019. A copy of the Circular and
the Form of Proxy will be available shortly on the Company's
website at www.oraclepower.co.uk.
The Letter from the Chairman of the Company, Expected Timetable
of Principal Events and Placing Statistics have been extracted and
included in this announcement below.
Unless the context requires otherwise, definitions used in this
announcement will have the same meaning as ascribed to them in the
Circular.
For further information please contact:
Oracle Power PLC +44 (0) 203 580
Naheed Memon 4314
Strand Hanson Limited (Nominated Adviser) +44 (0) 20 7409
Rory Murphy, James Harris, Jack Botros 3494
Brandon Hill Capital Limited (Joint Broker) +44 (0) 203 463
Oliver Stansfield 5000
Shard Capital (Joint Broker) +44 (0) 20 7186
Damon Heath 9952
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.
Extracts from the Circular
Letter from the Chairman
Introduction
I am writing to you to convene a General Meeting which will be
held at the offices of Brandon Hill, 1 Tudor Street, London EC4Y
0AH on 20 December 2019 at 10.00 a.m. A formal Notice of General
Meeting, which includes details of the Resolutions to be proposed,
is set out at the end of this Document.
The Company announced on 28 November 2019 that it had raised a
total of GBP250,000 (before expenses) by means of the Firm Placing
and conditionally raised a further GBP450,000 (before expenses) by
means of the Conditional Placing, together the Placing.
This Document sets out details of the Placing, explains why the
Directors consider the Placing to be in the best interests of the
Company and its Shareholders and why the Directors unanimously
recommend that you vote in favour of the Resolutions to be proposed
at the General Meeting, as they
intend so to do in respect of their own beneficial
interests.
Background to and reasons for the Placing
As announced on 28 November 2019, the private office of His
Highness Sheikh Ahmed Bin Dalmook Al Maktoum (the "Investor")
agreed to invest an aggregate of GBP500,000 towards the gross
Placing proceeds of GBP700,000. The Placing was at the Placing
Price of 0.25 pence per Ordinary Share. The Placing Price
represents a premium of 6.4 per cent. to the Company's closing
middle market price of 0.235 pence on 27 November 2019 (being the
last Business Day prior to the announcement of the Placing).
The 100,000,000 Firm Placing Shares were issued to the Investor,
raising gross proceeds of GBP250,000, utilising the Directors'
existing authorities (given at the Annual General Meeting of the
Company held on 16 July 2019) to allot shares and disapply
pre-emption rights under section 551 and section 570 of the
Companies Act. Admission of the Firm Placing Shares occurred at
8.00 a.m. on 2 December 2019.
In addition to the Firm Placing, the Company has conditionally
raised a further GBP450,000 before expenses, by way of the
Conditional Placing of the 180,000,000 Conditional Placing Shares
with the Investor and new and existing investors.
The issue of the Firm Placing Shares used up the Directors'
existing authorities to allot Ordinary Shares and disapply
pre-emption rights under sections 551 and 570 of the Companies Act.
Accordingly, the General Meeting is being convened to authorise the
Directors to, inter alia, allot shares on a non-pre-emptive basis
in order to issue the Conditional Placing Shares.
The investment by the Investor is regarded by Oracle as an
important investment and follows a recent
update by the Company that its flagship Block VI has been
included in a proposed new initiative between the governments of
Pakistan and China with respect to gasification of coal into
fertilizer projects. The Board understands that the Investor has a
broad portfolio of investments in the natural resources sector and
believes this experience should significantly aid Oracle in moving
its projects forward.
In addition, the Company is engaged in ongoing discussions with
other state-owned enterprises in both Pakistan and China which have
expressed a willingness to provide financial and technical support
in the event Block VI was included in a coal gasification to
fertiliser initiative, which has now been acknowledged by both
governments.
Details of the Placing and the Placing Agreement
The Conditional Placing is conditional, inter alia, on the
passing of the Placing Resolutions by the Shareholders at the
General Meeting in order to authorise the Directors to issue
Ordinary Shares for cash on a non-pre-emptive basis.
If the Placing Resolutions are passed, the Conditional Placing
Shares are expected to be issued as soon as practicable after the
General Meeting with Admission of the Conditional Placing Shares
and commencement of dealings therein expected to occur at 8.00 a.m.
on 23 December 2019.
If the Placing Resolutions are not passed, then the Conditional
Placing will not complete and the Company will not receive the
proceeds of the Conditional Placing, nor will the Placing Warrants
and Broker Warrants be issued.
The Conditional Placing Shares will, if and when issued, rank in
full for all dividends and other distributions declared, made or
paid on the Ordinary Shares and otherwise rank pari passu in all
respects with the Existing Ordinary Shares (including the Firm
Placing Shares).
Assuming the issue of all of the Placing Shares, the Placing
Shares will represent approximately 18.0 per cent. of the Existing
Ordinary Shares.
The Placing Shares are not being made available to the public
and none of the Placing Shares are being offered or sold in any
jurisdiction where it would be unlawful to do so, including
Australia, Canada, Japan, the Republic of Ireland, the Republic of
South Africa or the United States.
In connection with the Placing, on 28 November 2019, the Company
entered into the Placing Agreement pursuant to which Brandon Hill
agreed to act as agent for the Company and use its reasonable
endeavours to place the Placing Shares with certain new and
existing investors. The Conditional Placing is conditional, inter
alia, upon: (i) the passing of the Placing Resolutions; and (ii)
Admission of the Conditional Placing Shares occurring as soon as
practicable following the General Meeting or by such later time
and/or date as Brandon Hill and the Company may agree but not later
than 8.00 a.m. on the Long Stop Date.
The Placing Agreement contains customary warranties from the
Company in favour of Brandon Hill in relation to, inter alia, the
accuracy of the information in this Document and other matters
relating to the Company and its business. In addition, the Company
has agreed to indemnify Brandon Hill in relation to certain
liabilities they may incur in undertaking the Placing. Brandon Hill
has the right to terminate the Placing Agreement in certain
circumstances prior to Admission of the Conditional Placing Shares.
In particular, Brandon Hill may terminate in the event that there
has been a breach of any of the warranties, the conditions of the
agreement have become incapable of fulfilment or for force majeure.
The Placing is not being underwritten.
Directors' Participation in the Placing
As announced on 28 November 2019, the Conditional Placing
includes subscriptions of GBP40,000 by the Company's CEO, Naheed
Memon, and GBP10,000 by the Company's Chairman, Mark Steed. Subject
to the passing of Placing Resolutions, on completion of the
Conditional Placing, Ms Memon and Mr Steed will be in interested in
16,000,000 Ordinary Shares and 18,100,000 respectively,
representing 0.92 per cent. and 1.04 per cent. of the Enlarged
Share Capital respectively, and 24,000,000 Director Warrants and
6,000,000 Director Warrants respectively.
Warrants to be issued
In addition to the Placing Shares, the Company is conditionally
issuing, in aggregate, 434,000,000 warrants to subscribe for new
Ordinary Shares in connection with the Placing and, in aggregate,
210,000,000 warrants to subscribe for new Ordinary Shares in
connection with the August 2019 Placing.
The issue of the Placing Warrants and the Broker Warrants is
conditional, inter alia, on the passing of Resolutions 1 and 4 by
the Shareholders at the General Meeting. If Resolutions 1 and 4 are
passed, the Placing Warrants and the Broker Warrants are expected
to be issued immediately after the General Meeting.
The issue of the August 2019 Placing Warrants and the August
2019 Broker Warrants is conditional, inter alia, on the passing of
Resolutions 2 and 5 by the Shareholders at the General Meeting. If
Resolutions 2 and 5 are passed, the August 2019 Placing Warrants
and the August 2019 Broker Warrants are expected to be issued
immediately after the General Meeting.
The Warrants comprise the following issues:
Warrant Issue Amount Term* Exercise Price
Placing Warrants 420,000,000 2 years 0.25p
------------ -------- ---------------
Broker Warrants 14,000,000 2 years 0.25p
------------ -------- ---------------
August 2019 Placing
Warrants 200,000,000 2 years 0.50p
------------ -------- ---------------
August 2019 Broker
Warrants 10,000,000 2 years 0.25p
------------ -------- ---------------
Total 644,000,000
------------ -------- ---------------
* The warrant term will become effective following passing of
Resolutions 1 and 2 for the Placing Warrants and the Broker
Warrants and Resolutions 2 and 5 for the August 2019 Placing
Warrants and August 2019 Broker Warrants as set out in page 10 of
this document.
Assuming the Resolutions are passed, the Company will have, in
aggregate, warrants over 644,000,000 Ordinary Shares in issue,
representing 37.0 per cent. of the Enlarged Share Capital. The
exercise of the Warrants, in full, would result in the Company
receiving cash proceeds of, in aggregate, GBP2,110,000.
Related Party Transactions
As announced on 28 November 2019, the participations of Naheed
Memon and Mark Steed in the Placing and the proposed issue of the
Director Warrants, as directors of the Company, constitute related
party transactions pursuant to Rule 13 of the AIM Rules. The
independent director (being Andreas Migge) considers, having
consulted with the Company's nominated adviser, Strand Hanson
Limited, that the terms of Ms Memon's and Mr Steed's participation
in the Placing (including receiving Director Warrants) are fair and
reasonable insofar as the Company's shareholders are concerned.
The Company will pay cash fees of GBP35,000, pro rata to the
Firm Placing and Conditional Placing, and, subject to shareholder
approval, issue the Broker Warrants to Brandon Hill, in its
capacity as broker to the Placing, (taken together, the "Brandon
Hill Fees"), which, together with its connected entities, is a
substantial shareholder of the Company. In addition, Neal Griffith
and Oliver Stansfield, directors of Brandon Hill and existing
Oracle Shareholders, have agreed to subscribe for GBP15,000 each in
the Conditional Placing (the "Brandon Hill Subscriptions") and
accordingly, subject to Shareholder approval, will each be issued
with 9,000,000 Placing Warrants (together with the Brandon Hill
Subscriptions, the "Brandon Hill Participation").
The payment of the Brandon Hill Fees and the Brandon Hill
Participation constitute related party transactions pursuant to
Rule 13 of the AIM Rules. The Directors consider, having consulted
with the Company's nominated adviser, Strand Hanson Limited, that
the terms of the payment of the Brandon Hill Fees and the Brandon
Hill Participation are fair and reasonable insofar as the Company's
shareholders are concerned.
Use of Proceeds
The net proceeds of the Placing, which are estimated to be
GBP635,000 will be used for general working capital. The net
proceeds of the Placing are expected to provide the Company with
sufficient working capital for the short to medium term.
The exercise of Warrants, in full, would result in the Company
receiving cash proceeds of, in aggregate, GBP2,110,000.
Corporate Update
The Company will continue to pursue the development of a
combined lignite mineral resource and mine mouth power plant
located in Block VI of the Thar desert in the south east of Sindh
province in Pakistan whilst also exploring the development of a
lignite to gas fertiliser processing plant within the same Block
VI.
The Company is engaging in discussions with various state owned
Chinese companies to provide finance and EPC services with regard
to the above.
Finally, it should be noted that Block VI is the only block in
the Thar desert that has the support of the Joint Co-ordination
Committee of CPEC for the potential of both lignite to power and
lignite to gas/fertiliser/liquid.
If the Placing Resolutions are not passed, the Company will only
have sufficient funding for the near term and would be required to
seek alternative funding for working capital purposes.
General Meeting
The Directors do not currently have the authority to issue the
Conditional Placing Shares and the Warrants. Accordingly, the
Conditional Placing and the grant of the Placing Warrants and the
Broker Warrants is subject to Shareholders approving the Placing
Resolutions and the grant of the August 2019 Placing Warrants and
August 2019 Broker Warrants is subject to Shareholders approving
Resolutions 2 and 5 so as to provide the Directors with such
authority and to disapply statutory pre-emption rights.
A Notice of General Meeting is set out at the end of this
Document, convening the General Meeting to be held at 10.00 a.m. on
20 December 2019 at the offices of Brandon Hill,1 Tudor Street,
London EC4Y 0AH at which the following Resolutions will be
proposed:
-- Resolution 1 - this will be proposed as an ordinary
resolution, and is tabled to authorise the Directors to allot the
Conditional Placing Shares and Ordinary Shares to be issued upon
any exercise of the Placing Warrants and the Broker Warrants;
-- Resolution 2 - this will be proposed as an ordinary
resolution, and is tabled to authorise the Directors to issue and
allot Ordinary Shares to be issued upon any exercise of the August
2019 Placing Warrants and the August 2019 Broker Warrants;
-- Resolution 3 - this will be proposed as an ordinary
resolution, and is tabled to authorise the Directors, conditional
upon the passing of Resolution 1, to issue and allot Ordinary
Shares representing approximately one third of the Enlarged Share
Capital;
-- Resolution 4 - this will be proposed as a special resolution,
and is tabled to authorise the Directors, conditional upon the
passing of Resolution 1, to disapply statutory pre-emption rights
relating to the issue and allotment of the Ordinary Shares
authorised pursuant to Resolution 1;
-- Resolution 5 - this will be proposed as a special resolution,
and is tabled to authorise the Directors, conditional upon the
passing of Resolution 2, to disapply statutory pre-emption rights
relating to the issue and allotment of the Ordinary Shares
authorised pursuant to Resolution 2; and
-- Resolution 6 - this will be proposed as a special resolution,
and is tabled to authorise the Directors, conditional upon the
passing of Resolution 3, to disapply statutory pre-emption rights
relating to the issue and allotment equity securities for cash in
connection with an issue or offer of equity securities and of
Ordinary Shares representing up to approximately one third of the
Enlarged Share Capital.
Importance of vote
If the Placing Resolutions are not passed by Shareholders, the
Conditional Placing will not complete and the Company will not
receive gross proceeds of GBP450,000, which will mean that the
Company will need to raise further funding in the near term.
In addition, the Company will not be able to issue Placing
Warrants and the Broker Warrants which would mean the Company may
not be able to access further funding through the exercise of
Placing and/or Broker Warrants.
Action to be taken
The issue of the Conditional Placing Shares, the grant of the
Warrants, and the ability of the Company thereafter to issue
Ordinary Shares require the passing of the Resolutions at the
General Meeting.
Whether or not you propose to attend the General Meeting, you
are requested to complete the Form of Proxy in accordance with the
instructions printed thereon and return it, duly signed, together
with any power of attorney under which it is executed, as soon as
possible but in any event so as to arrive
not later than 10.00 a.m. on 18 December 2019. Completion and
return of a Form of Proxy will not preclude a member from attending
and voting at the General Meeting should they wish. Shareholders
are able to vote online by logging on to www.sharegateway.co.uk and
following the instructions provided, you will need your personal
proxy registration code as shown on your Form of Proxy. In the case
of CREST members, by using the CREST electronic proxy appointment
service set out in note 7 to the Notice of General Meeting.
Recommendation
The Directors consider that the Placing and the Resolutions are
in the best interests of the Company and its Shareholders as a
whole. The Directors draw Shareholders' attention to paragraph 10
above, which provides detail on the position of the Company should
the Placing Resolutions not be passed. Accordingly, the Directors
unanimously recommend the Shareholders to vote in favour of the
Resolutions at the General Meeting as they intend to do in respect
of their own beneficial holdings amounting, in aggregate, to
18,500,000 Ordinary Shares, representing approximately 1.19 per
cent. of the Existing Ordinary Shares.
Yours faithfully,
Mark Steed
Chairman
Expected Timetable of Principal Events
Time and date
Admission of the Firm Placing Shares 8.00 a.m. on 2 December
2019
Publication of the Circular 4 December 2019
Latest time and date for receipt of 10.00 a.m. on 18 December
Forms of Proxy, CREST and online votes 2019
to be valid at the General Meeting
General Meeting 10.00 a.m. on 20 December
2019
Admission and dealings in the Conditional 8.00 a.m. on 23 December
Placing Shares expected to commence 2019
on AIM
CREST stock accounts expected to be 8.00 a.m. on 23 December
credited for the Conditional Placing 2019
Shares (where applicable)
Despatch of definitive share certificates by no later than 7 January
in respect of the Conditional Placing 2019
Shares in be held in certificated form
All references are to London time unless otherwise stated. Each
of the times and dates above are indicative only and if any of the
details contained in the timetable above should change, the revised
times and dates will be notified to Shareholders by means of an
announcement through a Regulatory
Information Service.
Placing Statistics
Placing Price 0.25 pence
Number of Existing Ordinary Shares 1,559,468,634
Number of Placing Shares to be issued pursuant
to the Conditional Placing 180,000,000
Enlarged Share Capital 1,739,468,634
Percentage of the Enlarged Share Capital represented 16.1 per cent.
by the Placing Shares
Aggregate number of Warrants to be issued pursuant
to the Resolutions 644,000,000
Percentage of the Enlarged Share Capital represented 37.0 per cent.
by the Warrants
Gross proceeds of the Firm Placing GBP250,000
Gross proceeds of the Conditional Placing GBP450,000
Aggregate gross proceeds of the Placing GBP700,000
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
MSCLZLLBKLFBFBZ
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