TIDMORCP
RNS Number : 4761S
Oracle Power PLC
09 July 2020
9 July 2020
Oracle Power PLC
("Oracle" or the "Company")
GBP1.5m Subscription &
GBP45.0m Financing Facility
Oracle Power PLC (AIM:ORCP) is pleased to announce it has
entered into a financing facility comprising a share subscription
deed for new ordinary shares of 0.1 pence each in the Company
("Ordinary Shares") raising GBP1,500,000 before costs (the "Share
Subscription") and a linked placing subscription facility for a
commitment amount of up to GBP45,000,000 (together the "Financing
Facility"), subject to various conditions, together with the issue
of certain warrants over Ordinary Shares. The facility was arranged
by Riverfort Global Capital Ltd ("Riverfort") with certain
investors, being YA II PN, Ltd and Riverfort Global Opportunities
PCC Limited (together the "Investors", each an "Investor").
Highlights
-- Total Financing Facility of up to GBP46,500,000:
o GBP1,500,000 (gross) through a share subscription deed (the
"Subscription Deed"); and
o Up to GBP45,000,000 placing subscription facility (the "PSF"),
subject to various conditions, available over 60 months to support
future project expenditures
-- Share Subscription of GBP1,500,000, which alongside funds
received from recent exercises of warrants, will be used to
strengthen the working capital position of Oracle
o Company funded for working capital costs until January
2022
-- PSF increases Oracle's funding flexibility as current
commercial activities at Thar Block VI continue and provides access
to scalable capital to support project development
-- The Directors believe that the availability of the PSF should
put Oracle in strong negotiating positions with potential
additional opportunities to develop power and natural resource
projects
Naheed Memon, CEO of Oracle, commented:
"We believe that the execution of a funding facility with the
Investors arranged by Riverfort on such a scale should prove to be
a crucial element in unlocking the potential for Oracle's long term
growth. We continue to strive to expedite progress at the Thar
Block VI Project in Pakistan and are committed to achieving project
milestones in as short a timeframe as practicable. In parallel with
this, the Board remains aware of additional potential compelling
opportunities, with the potential for a quick turnaround, to which
we believe we can apply our experience and ability to develop
lucrative power and natural resource projects.
"We welcome the new investment in the Company and consider it to
reinforce the confidence in the quality of Oracle's existing
interests and growth strategy and deliver high returns for all
stakeholders."
Principal Elements of the Financing Facility
1) The Subscription Deed
Pursuant to the Subscription Deed, the Company will receive from
the Investors a payment of GBP1,500,000 (less certain costs), which
is expected to be received shortly.
The investment under the Subscription Deed will be made by the
Investors by way of prepayment for new Ordinary Shares to be
issued, at the Investor s request, in single or multiple tranches,
in the period of 18 months of the date of the investment, such
period can be extended solely at the written election of the
Investors. There will be no prepayment share issuances until one
month from the execution of the Financing Facility.
The number of new Ordinary Shares to be issued as a result of
the Subscription Deed will be determined by dividing the initial
subscription amount, being GBP1,500,000 (the "Initial Subscription
Amount") (or that part of the Initial Subscription Amount in
relation to which the shares are being issued) by the lower of (i)
125% of the average of the 5 days VWAP prior to the advance of the
Initial Subscription Amount (being 1.1324 pence) or (ii) 90% of the
lowest daily VWAP in respect of Ordinary shares during the 10
trading days immediately preceding the date of written
election.
2) The PSF
The Investors have agreed to subscribe for up to GBP45,000,000
(the "Commitment Amount") in respect of new Ordinary Shares in the
Company. The PSF will be available to the Company for 60 months
from the execution of the Financing Facility.
The number and timing of subscriptions under the Commitment
Amount ("Subscription") are at the sole discretion of Oracle,
provided that the Company shall not be entitled to request more
than one Subscription every fifteen days. There is no minimum
subscription amount, the Company is not obliged to request one or
more Subscriptions and there are no penalties for not requesting a
Subscription.
The Company is required to request any Subscription in writing
specifying the cash amount (each a "Subscription Amount") which the
Company wishes to receive in exchange for new Ordinary Shares. The
Subscription Amount shall not (unless the Investors agree
otherwise) exceed any of the following (each a "limitation"):
i. 1,000% of the average daily traded volume on AIM of the 15
trading day period preceding the request for the Subscription
ii. Such amount that results in the Investors holding, in
aggregate, more than 19.9% of the issued share capital of the
Company
iii. Such amount that would exceed regulatory restrictions
required by the articles of association of the Company or by
resolution at a general meeting of the Company
The Subscription Amount shall be reduced to the extent necessary
to ensure that it does not exceed any of the limitations. The
Company and the Investors may mutually agree to a Subscription in
excess of the above limitations and agree a different length of
pricing period.
In relation to each Subscription Amount, Oracle shall set a
minimum acceptable price ("MAP") at which it is willing to issue
new Ordinary Shares to the Investors, but which cannot be greater
than 100% of the volume weighted average price ("VWAP") of the
Company's Ordinary Shares on the trading day prior to the
request.
The pricing of the Subscription Amount is to be calculated based
on 90% of average of the daily closing bid prices (but not less
than the MAP) of the Company's Ordinary Shares during the fifteen
consecutive trading days ('Pricing Period') beginning on the first
trading day after the date of the request of the Subscription
Amount ('Subscription Price'). The Investors may extend the Pricing
Period up to a total of thirty trading days and may subscribe for
between 50% and 200% of the offered shares.
The Subscription Amount shall be automatically reduced if during
a Pricing Period there are one of more days where the VWAP is less
than the MAP, there is no VWAP on any such trading day or where 90
per cent. VWAP on any such trading day is less than the nominal
value of the Ordinary Shares (any such day being a "Reduction
Day"). In such circumstances the Subscription Amount shall be
reduced (on a percentage basis) by an amount equal to 1 divided by
the number of trading days in the relevant Pricing Period
multiplied by the number of Reduction Days. An Investor may, at its
sole election, subscribe for amount by which a Subscription Amount
has been reduced.
The Investors will not be restricted from selling some or all of
the Ordinary Shares they hold. However during any Pricing Period
the Investors will not sell Ordinary Shares representing more than
1/15(th) of the Subscription Amount requested.
The Company will pay a commission equal to circa 0.22%
(GBP100,000) of the Commitment Amount on the earlier of the date
falling 12 months from the closing of the Financing Facility or on
a change of control of the Company. At the election of the
Investors, the commission can be set off against any Subscription
Amount (subject to a cap of 15% of any single Subscription
Amount).
The PSF and the ability of the Company to request further
Subscriptions is subject to certain customary conditions including
there being no material adverse change in relation to the Company .
In addition, there are customary events of default for a financing
agreement of this nature, as well as customary representations and
warranties for a financing arrangement of this nature.
Restrictions agreed by the Company
For the duration of the Subscription Deed, the Company has
agreed not to undertake certain actions without the Investors
written approval (e.g. to change the nature of its business or to
enter into convertible or variable equity financing arrangements
with another lender).
Further, so long as there are amounts outstanding to the
Investors under the Subscription Deed, the Company has given
certain customary undertakings in respect of its share capital,
including not to modify the rights attaching to Ordinary Shares or
to reduce its share capital and to ensure that the Company retains
sufficient share allotment authorities at all times.
Restrictions agreed by the Investors
Notwithstanding limitation ii. above, the Investors, both
individually and together, are contractually precluded from holding
an interest in Ordinary Shares carrying 20% or more of the voting
rights of the Company. In the circumstances whereby the Investor(s)
are prevented, by this restriction, from receiving new Ordinary
Shares pursuant to a Subscription, the Company will have 15 trading
days to deliver the balance of the shares, otherwise the Company
will settle the relevant balance in cash.
The Investors and affiliates are contractually precluded from
holding a net short-position in the Ordinary Shares or, in respect
of the Investors, undertaking certain other prohibited activities
in relation to the Ordinary Shares.
Warrants
The Investors have been issued 250,000,000 warrants in aggregate
("Warrants") to subscribe for Ordinary Shares exercisable at a
price of 2 pence each. The Warrants are exercisable within 36
months of the date of issue. On the 12-month anniversary of the
issue of warrants, if the market price is less than 2 pence, the
exercise price will be adjusted to 120% of the prevailing market
price at the time.
Admission
Application will be made to the London Stock Exchange for future
Ordinary Shares issued and allotted under the Financing Facility or
on the exercise of Warrants to be admitted to trading on AIM. Such
Ordinary Shares will only be issued to the extent that the Company
has corporate authority to do so.
**ENDS**
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)
Damon Heath
Isabella Pierre
St Brides Partners Limited (Financial +44 (0) 20 7186
PR) 9952
Susie Geliher +44 (0) 20 7236
Catherine Leftley 1177
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.
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END
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