TIDMAXM
RNS Number : 0716V
Alexander Mining PLC
29 November 2019
Alexander Mining plc
("Alexander" or the "Company")
Proposed Reverse Takeover of eLight Group Holdings Ltd
and Suspension of Trading
Further to the announcement released on 25 September 2019, the
board of Alexander announces that it is in advanced negotiations to
acquire the entire issued share capital of eLight Group Holdings
Limited ("eLight") (the "Proposed Transaction"). eLight is an
"Energy Efficiency as a Service" company with operations in the UK
and Ireland which provides commercial customers with immediate
energy and cost reductions with zero upfront investment.
The Proposed Transaction will be classified as a reverse
takeover pursuant to the AIM Rules and accordingly the Company's
shares will be suspended from trading on AIM as of 7.30 a.m. today.
Completion of the Proposed Transaction is subject to certain
matters including the completion of an appropriate sale and
purchase agreement ("SPA"), the approval by Alexander's
shareholders ("Alexander Shareholders") at a general meeting to be
convened in due course ("General Meeting"), the raising of an
appropriate level of equity through a placing of approximately GBP3
million (the "Placing"), the grant of a Rule 9 waiver by the
Takeover Panel ("Rule 9 Waiver") in respect of the proposed issue
of new shares to the shareholders of eLight ("eLight Shareholders")
and the admission of the share capital of the enlarged group to
trading on AIM. In order to convene the General Meeting, the
Company is required to publish an AIM Admission Document which will
include, inter alia, information on eLight and the terms of the
Proposed Transaction. It is currently expected that, should the
Proposed Transaction proceed, the AIM Admission Document will be
published in December 2019.
The Company also intends to seek Alexander Shareholder approval
at the General Meeting for the disposal of its mineral processing
technology interests comprising the assets of MetaLeach Limited as
well as the entire issued share capital of MetaLeach Limited,
pursuant to Rule 15 of the AIM Rules for Companies
("Disposal").
Information on eLight
eLight is an "Energy Efficiency as a Service" Republic of
Ireland registered company which provides commercial customers with
immediate energy and cost reductions with zero upfront investment
by delivering Light-as-a-Service. eLight had revenues of
approximately EUR4.5 million and loss before tax of approximately
EUR1.6 million in the period to 30 June 2019.
eLight has built a strong position in the UK and Ireland,
offering customers the ability to switch to LED lighting technology
without capital investment, improve the quality of their lighting
and reduce their carbon footprint. eLight's service agreements
provide customers with a fully maintained solution for the term of
the agreement.
The monthly energy savings which are unlocked are more than the
monthly service fee, so customers generate immediate positive cash
flow in addition to reducing their carbon footprint.
Energy efficiency upgrades are typically capital intensive,
which has traditionally acted as a barrier for organisations
looking to reduce their energy consumption. eLight removes these
barriers with its service agreement-based business model. The
market in the EU for energy efficiency services in 2017 was
approximately EUR25 billion and is expected to double by 2025.
eLight can also provide customers with LED lighting installation
services under a traditional "supply and install" service.
eLight's use of performance-insured contracts for its customers
and partnerships with providers of project finance in the UK and
the Eurozone enables it to generate positive cashflows upon
completion of an installation, with no residual credit exposure to
the customer under the service agreement.
eLight has secured contracts directly with certain of the
world's leading technology manufacturers, bypassing distributors
and wholesale channels to ensure a competitive advantage for its
projects, and is in negotiations with a leading green and clean
technology funding partner to obtain a dedicated fund for its
energy service agreements.
Proposed Transaction
As consideration for the Proposed Transaction and Disposal,
eLight Shareholders will be issued pro-rata 6 new ordinary shares
in Alexander for every 1 ordinary share currently in issue.
Accordingly, eLight Shareholders will hold approximately 86 per
cent. and existing Alexander Shareholders will hold approximately
14 per cent. of the enlarged issued share capital of Alexander
following completion of the Proposed Transaction, but prior to the
Placing. In addition to the Placing, it is intended that the
Company will carry out an appropriate share consolidation and
subdivision and that Alexander will change its name to eEnergy
Group plc.
Completion of the Proposed Transaction would be subject to a
number of conditions including, but not limited to, the execution
of a detailed legally binding SPA, the disposal of MetaLeach
Limited, the completion of satisfactory due diligence, the grant of
a Rule 9 Waiver, the publication of an AIM Admission Document by
Alexander, the Placing and Alexander Shareholder approval at the
General Meeting of the Proposed Transaction and the Disposal.
Board Composition
On completion of the Proposed Transaction and Disposal, it is
proposed that David Nicholl, Harvey Sinclair, Richard Williams (who
are all directors of eLight) and Andrew Lawley will join the board
of the enlarged group while the current directors of the Company,
with the exception of Dr Nigel Burton, will resign from the
board.
Temporary Suspension of Trading
The Proposed Transaction constitutes a reverse takeover in
accordance with Rule 14 of the AIM Rules for Companies.
Accordingly, at the request of the Company, the Company's ordinary
shares will be suspended from trading on AIM with effect from 7:30
a.m. today and will remain so until either the publication of an
AIM Admission Document setting out, inter alia, details of the
Proposed Transaction or until confirmation is given that the
Proposed Transaction has been terminated.
While negotiations are at an advanced stage, there is no
guarantee that a final agreement will be reached.
This announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014.
Alan Clegg, Non-Executive Chairman of Alexander, commented: "I
am delighted that Alexander has been able to advance into rapid
execution of the new strategy announced to the benefit of our
shareholders. Simultaneously, having found a strong mining industry
buyer for the Company's MetaLeach business, as well as an
attractive acquisition opportunity for the remaining shell, is
fortuitous and satisfying for the Board. eLight is aligned with the
socio-political and socio-environmental global drive towards a
carbon-neutral economy, while enabling its customers to reduce
their energy consumption and make immediate savings with no
up-front costs. It is operating in a market that has significant
growth potential and it has a highly motivated and experienced
management team."
Enquiries:
Martin Rosser
Chief Executive
Mobile: +44 (0) 7770 865 341
Alexander Mining plc
Tel: +44 (0) 20 7078 9566
Email: mail@alexandermining.com
Website: www.alexandermining.com
Cairn Financial Advisers LLP
Sandy Jamieson/James Caithie
Tel: +44 (0) 20 7213 0880
Turner Pope Investments (TPI) Ltd.
Andy Thacker/Zoe Alexander
Tel: +44 (0) 20 657 0050
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
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of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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