TIDMWAS
RNS Number : 0167U
Wasabi Energy Limited
27 November 2013
27 November 2013
Wasabi Energy Ltd
("Wasabi" or the "Company")
Rights Issue to raise up to $14.8 millioni (GBP8.69 million)
The Directors of Wasabi Energy (ASX: WAS, AIM: WAS) wish to
advise that they have resolved to raise up to $14.8m through a
Rights issue to all eligible shareholders at an issue price of 0.4
cents per Share.
The funds raised will be used to complete the purchase of the
Tuzla Geothermal Power Project in Turkey, to redeem the secured
debt and provide additional working capital.
Mr John Byrne, Chairman commented:
"The Offer is designed to place the company in a strong
financial position to deliver on its objective of becoming a high
margin independent power producer, leveraging off its ownership of
the Kalina Cycle.
"The Kalina Cycle(R) is a remarkable achievement and
breakthrough. It has taken decades of research and development to
demonstrate the validity of the breakthrough to the world, and with
14 plants built and some in constant operation for over a decade,
that proof is now established. The Kalina Cycle(R) is the most
efficient power generation cycle for medium to low temperature
thermal energy process, and is ideally positioned to service the
increasing demand for more energy efficient power generation.
"The Company is focused on delivering our objective of 25 MWe of
owned power generation under construction or in operation by the
end of 2015 and targeting a growth rate of 25 MWe per annum
thereafter. We continue to work on a number of opportunities
globally and engineering studies are underway with industry leading
companies. Wasabi expects that a number of these will convert to
new projects in the coming months. As these projects develop we
will continue to keep the market informed.
"In context, if we achieve this growth, every 25MWe of owned
power generation (assuming 10c per kwh feed in tariff and 8%
discount rate) represents an estimated increase of approximately
$120 million NPV per annum.
"The Board and management are confident that the current
strategy and market opportunities for the Company provide a solid
basis for growth."
Wasabi Energy
This accelerated deployment of the Kalina Cycle has been framed
around regional subsidiaries and dedicated teams that will target
opportunities in their specific regions. Wasabi Energy has a number
of opportunities on the cusp of development, in particular in
Turkey with Imparator Enerji's Tuzla Geothermal Power Project and
through Wasabi New Energy Asia and the expected growth in that
region.
Two of the largest Kalina Cycle(R) plants built to date are
currently being commissioned in Pakistan and UAE by our licensee,
FLSmidth.
The commissioning of these Kalina Cycle(R) power plants is
progressing well with the plants operating as expected under
partial loads using the available heat from the cement plants. The
turbine generators have been synchronised and are operating to
plan. Punch lists are also being completed.
Progress also continues at the Sinopec Hainan 4 MWe Kalina
Cycle(R) plant being built by the Company's Chinese subsidiary and
licensee, SSNE. This project and SSNE's Enhanced Rankine power
plant at China Building Material Group's Guizhou cement plant are
progressing through construction and commissioning
respectively.
For an overview of an operating plant and how the Kalina
Cycle(R) works, a video tour of the Geothermie Unterhaching Kalina
Cycle(R) geothermal power plant is available at
http://wasabienergy.com/ - ytv
The Directors of the Company are pleased to offer shareholders
the opportunity to participate in the funding of the Company by way
of a non-renounceable rights issue on the basis of one new ordinary
share for every one ordinary share held, at an issue price of 0.4
cents per share (the "Rights Issue" or "Offer"). The Company will
raise up to $14.8 m (GBP8.69m) gross proceeds from the Rights
Issue. Further details of which are presented below.
An Offer Document containing the terms and conditions of the
Rights Issue and information on the Company will be sent to
Shareholders on 6 December 2013 and made available on the Company's
website, www.wasabienergy.com, shortly. In the meantime, the Offer
Document has been lodged with the ASX and is available on the ASX
website at www.asx.com.au. (Capitalised terms in this announcement
bear the same meaning as in the Offer Document.)
The Rights Issue
The non-renounceable entitlement issue will be made on the basis
of one (1) share for every one (1) Ordinary Shares held by Eligible
Shareholders registered at 5.00pm (Melbourne time) on 5 December
2013 at an issue price of 0.4 cents per Share to raise up to
approximately $14.8m (GBP8.69m) gross.
The Rights Issue will result in the issue of up to 3,718,761,160
ordinary shares in the Company.
In calculating entitlements under the Rights Issue, fractions
will be rounded up to the nearest whole number.
The Offer is not being made, and no Shares will be issued to,
any Shareholders whose registered address is in a country other
than Australia, New Zealand, Switzerland or the United Kingdom for
the reasons given in the Offer Document. The Offer Document will be
sent to Foreign Security holders for information purposes only. No
Entitlement and Acceptance Forms will be sent to Foreign Security
holders. Shareholders who are eligible to participate should read
the Offer Document carefully.
The timetable and important dates of the Rights Issue are set
out below:
Lodgement of Offer Document and 27 November
Appendix 3B effective date 2013
---------------------------------------- ------------
Ex Entitlement Date 29 November
2013
---------------------------------------- ------------
Record Date 5 December
2013
---------------------------------------- ------------
Closing date for receipt of acceptances 20 December
and payment 2013
---------------------------------------- ------------
New Shares quoted on ASX on deferred 23 December
settlement basis 2013
---------------------------------------- ------------
Shortfall notification date 24 December
2013
---------------------------------------- ------------
Issue of New Shares 30 December
2013
---------------------------------------- ------------
Issue of Depositary Interests 30 December
in respect of the New Shares 2013
issued to UK Eligible Shareholders
pursuant to the Offer and to
be capable of being traded in
CREST
---------------------------------------- ------------
AIM Admission of the New Shares 30 December
issued pursuant to the Offer 2013
and commencement of dealings
on AIM
---------------------------------------- ------------
Closing date by which the Shortfall 19 March
Shares, remaining after the Offer 2014
has completed may be placed by
the Directors
---------------------------------------- ------------
Use of Proceeds
As indicated above, the Offer will raise up to approximately
$14.8 million (gross). The Company will use these funds to: (i) pay
the exercise amount for the Tuzla Geothermal Power Project (TGPP),
(ii) repay the secured loan notes issued by the Company in December
2012, (iii) provide support to Wasabi New Energy Asia as it
undertakes its own fundraising activities and (iv) support the
general working capital requirements of the Company.
To the extent that the Offer is not fully subscribed, the
Company is in discussions with the secured loan note holders in
relation to an extension of the term of the note or the
participation of the noteholders as Underwriters to the Offer.
Repayment of the secured loan notes includes payment to Arcourt
Resources NL, an entity related to John Byrne as set out in the
announcement by the Company on 2 January 2013.
The payment of the exercise amount will conclude the agreement
entered into by the Company in relation to the purchase of 50% of
TGPP. Total consideration for the option and its exercise will be
$11,950,000.
The Company intends to use the funds raised from the offer as follows:
-------------------------------------------------------------------------
Offer expenses $300,000
TGPP $4,000,000
Repayment of Secured Loan note $8,000,000
WNEA loan $1,000,000
Working Capital $1,575,044.64
Total (AUD) $14,875,044.64
------------------------------------------------ -----------------------
Outcome of the Offer
Assuming the Offer is fully subscribed or the directors place
any shortfall, Wasabi will be in a strong position to deliver on
its objectives of becoming a strong independent power producer
leveraging off its technology advantages to secure interests in
projects.
While the Company has stated a strategy of establishing regional
subsidiaries, with dedicated management and funding at the regional
subsidiary level, it is the directors opinion that given the value
accretive opportunity presented by increasing the Company's support
of its two major subsidiaries, Imparator Enerji (Imparator) in
Turkey, and Wasabi New Energy Asia, it is important at this time
that the Company retain as high an interest as possible in these
subsidiaries as they grow their business and pipeline of
projects.
This rights issue will bring the required funds for Wasabi
Energy to achieve these objectives and in the long term provide
strong returns to our shareholders.
Turkey - Imparator Enerji
The Offer will allow for sufficient funds to be invested into
TGPP to take it through the refurbishment of the existing operating
power plant and combined with the funds from the disposal of the
non-core assets, for the bankable feasibility study for the 30 MWe
build out at the TGPP and its anticipated equity contribution for
the build out, following which the TGPP is expected to provide
additional cashflow for the Group.
Wasabi New Energy Asia
The Offer will provide additional near term support to Wasabi
New Energy Asia (WNEA), by way of secured loans as the underlying
business in WNEA is growing. By providing this support the Company
will be in a strong position at the time of the IPO of WNEA to
either receive funds back to it, or to convert into additional
equity in WNEA, thereby strengthening its ownership position.
Sale of Non-Core Assets and Regional Subsidiaries
Having paid out the Secured Loan notes, the Company will be able
to realise further funds from the sale of its non-core assets in an
orderly manner. These additional funds will be available to further
support Imparator at TGPP or other opportunities in Turkey as well
as for the establishment of other regional subsidiaries within as
yet under serviced market places for the Kalina Cycle(R)
technology, such as India, the Middle East, Europe and the
America's.
Final Capital Structure
Following the Rights Issue, assuming it is fully subscribed (and
no outstanding options have been exercised) the capital structure
on completion will be:
Number of Securities Class
7,437,522,320 Ordinary Shares
Options (quoted on ASX)
380,540,000 exercisable at 0.8 cents each until
31 March 2014
Options (all unquoted)
6,500,000 exercisable at 2.8 cents each until
17 December 2013
10,000,000 exercisable at 3.4 cents each until
31 March 2014
350,000,000 exercisable at 2 cents each until
14 December 2013
18,750,000 exercisable at 0.8 cents each until
14 December 2013
Total: 760,790,000
* For the purpose of calculating this figure the Company has
assumed that no Options will be converted prior to the Record Date,
that the Offer will be fully subscribed, and that all of the
Shortfall Shares remaining after the Underwriting has completed
will be issued by the Directors within 3 months of the Closing
Date.
For further information contact
Australian Enquiries
Mr. John Byrne /Ms. Diane Bettess
Wasabi Energy Limited
Ph: +61 (0)3 9663 7132
U.K. Investor Enquiries
Ms. Ivonne Cantu / Ms. Beth McKiernan
Cenkos Securities plc
Ph: +44 (0)207 397 8900 / +44 (0) 131 220 9778
U.K. Media Enquiries
Mr. Josh Royston / Ms. Hilary Millar
Newgate Threadneedle
Ph: +44 (0) 207 653 9850
i All references to $ are references to Australian Dollars
This information is provided by RNS
The company news service from the London Stock Exchange
END
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