Fusion Fuel Green Announces Strategic Tranched Financing from Belike Nominees Pty Ltd., a Macquarie Group Company
November 27 2023 - 6:00AM
Fusion Fuel Green PLC (Nasdaq: HTOO) (“
Fusion
Fuel” or the “
Company”), an emerging
leader in the green hydrogen sector, today announced that it has
entered into an agreement with Macquarie Group’s Commodities and
Global Markets business (“
Macquarie”) for
financing of up to $20 million of senior convertible notes (the
“
Financing”) pursuant to a securities subscription
agreement (“
Subscription Agreement”), subject to
the satisfactions of certain conditions, as further set forth
therein. The Financing will be conducted in several tranches based
on the specific needs of the Company and the conditions set forth
in the Subscription Agreement, with each tranche size, including
the initial tranche size, to be determined by mutual agreement of
Macquarie and the Company. Although subject to change, based on
current market conditions, the initial tranche is not expected to
be greater than 10% of the total Financing. Until the conditions
precedent as described herein are satisfied or waived, there can be
no assurance that any portion of the Financing will be consummated.
Highlights of the Financing
The Financing is expected to support the Company
for its near-term objectives and milestones of delivering HEVO
solutions to contracted clients and achieving its 2023 revenue
guidance and further developing the Company’s project portfolio and
the sale of these projects to infrastructure investors, as well as
to provide additional funding for general working capital
needs.
The Financing will be conducted in multiple
tranches in which Macquarie purchases from the Company and the
Company issues and sells to Macquarie (a) convertible notes at an
issue price equal to 98% of the principal amount of the notes and
(b) warrants to purchase such number of the Company’s ordinary
shares as shall equal (x) 30% of the aggregate amount funded by
Macquarie in consideration for the related convertible notes
issued, divided by (y) the initial exercise price of the warrants.
The timing and size of each tranche will be mutually agreed upon by
Fusion Fuel and Macquarie, subject to the satisfaction of certain
closing conditions, and there are no minimum funding obligations.
Given the various criteria necessary to consummate the initial and
further tranches, the Company continues to consider available
financing options that may complement this transaction.
Frederico Figueira de Chaves, CEO of Fusion
Fuel, stated, “We are excited to enter into this agreement with
Macquarie. The Financing, when consummated, will provide the
Company with near-term financing and will allow the team to focus
on delivering its near-term objectives and create value for our
shareholders.
Details of the Financing
Pursuant to the terms of the Purchase Agreement,
Fusion Fuel will issue to Macquarie convertible notes with a term
of two years that bear interest at 4% per annum over the Secured
Overnight Financing Rate (the “Convertible
Notes”) and two-year immediately
exercisable warrants (the “Warrants”) to purchase
ordinary shares of the Company. For each tranche of Convertible
Notes issued, the Company will issue to the holder Warrants to
purchase ordinary shares as calculated above, with an exercise
price equal to 130% of the Volume Weighted Average Price for the 5
trading days immediately preceding any tranche
issuance. The holder will have the right, at its sole
option, to convert the Convertible Notes into ordinary shares of
the Company, pursuant to the terms and conditions of the
Convertible Notes based on a conversion price equal to the higher
of (i) Ninety Percent (90%) of the VWAP of the Company’s ordinary
shares on a single trading day selected by Macquarie out of the
five trading days immediately prior to the conversion date and (ii)
$0.20 per ordinary share, subject to adjustment.
Additional information about the Financing,
including a copy of the Purchase Agreement, form of Convertible
Note and form of Warrant, will be provided in a Report of Foreign
Private Issuer on Form 6-K to be filed by Fusion Fuel with the
Securities and Exchange Commission and available at
www.sec.gov.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy nor shall there be
any sale of these securities in any state or jurisdiction in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
state or jurisdiction.
The securities to be sold in the private
placement have not been registered under the Securities Act of
1933, as amended (the “Securities Act”), or any
state or other applicable jurisdiction’s securities laws, and may
not be offered or sold in the United States absent registration or
an applicable exemption from the registration requirements of the
Securities Act and applicable state or other jurisdictions’
securities laws. There can be no assurance that the Company
will be able to complete the private placement on the terms
described herein or at all.
About Fusion Fuel Green plc
Fusion Fuel is rapidly emerging as a leader in
the green hydrogen sector committed to accelerating the energy
transition through the development of disruptive, clean hydrogen
solutions. Fusion Fuel’s patented miniaturized Proton Exchange
Membrane (PEM) electrolyzer, the HEVO, and building-block approach
to green hydrogen production, unlock unprecedented modularity and
flexibility in the design and deployment of cost-competitive,
decentralized green hydrogen solutions. Its business lines include
the sale of its electrolyzer technology to customers interested in
building their own green hydrogen production, the development of
turnkey hydrogen plants to be owned and operated by Fusion Fuel,
and the sale of green hydrogen as a commodity to end-users through
long-term hydrogen purchase agreements. Learn more about Fusion
Fuel by visiting our website at https://www.fusion-fuel.eu, and by
following us on LinkedIn.
About Macquarie Group
Macquarie Group Limited (Macquarie) is a global
financial services group providing clients with asset management,
retail and business banking, wealth management, leasing and asset
financing, market access, commodity trading, renewables
development, specialist advice, access to capital and principal
investment. Founded in 1969, Macquarie employs over 21,000 people
in 34 markets. At September 30, 2023, Macquarie had assets under
management of €542.5 billion. For further information, visit
www.macquarie.com.
Investor Relations
Contactir@fusion-fuel.eu
Media Contactfusionfuel@celicourt.uk
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