TIDMINFA
RNS Number : 6034S
Infrastrata PLC
10 July 2020
The information contained within this announcement (the
"Announcement") is deemed by the Company to constitute inside
information as stipulated under the Market Abuse Regulations (EU)
No. 596/2014. Upon the publication of this Announcement via
Regulatory Information Service, this inside information is now
considered to be in the public domain.
10 July 2020
InfraStrata plc
("InfraStrata" or the "Company")
Proposed Placing to raise GBP9.0 million
Share Consolidation
&
Notice of General Meeting
InfraStrata plc (AIM: INFA), the UK quoted company focused on
strategic infrastructure projects and physical asset lifecycle
management, is pleased to announce that it has conditionally
raised, in aggregate, GBP9.0 million (before expenses) by way of a
placing of 2,571,428,683 Existing Ordinary Shares at a price of
0.35 pence per share to existing and new investors (the "Placing").
The Placing is being conducted in two tranches.
The First Placing will utilise the Company's existing
authorities to allot shares and disapply pre-emption rights granted
at its recent Annual General Meeting, whilst the Second Placing
will be subject to the approval of Shareholders to allot the Second
Placing Shares at a General Meeting. A circular (the "Circular")
containing further details of the General Meeting to be held on 27
July 2020 is being posted to Shareholders shortly and will be
available to view on the Company's website.
Transaction Highlights:
o Placing to raise GBP9.0 million (before expenses) in two
tranches, the First Placing of GBP2.7 million and the Second
Placing of GBP6.3 million
o The net proceeds from the Placing will strengthen the
Company's balance sheet and enable it to tender for and win larger
contracts , as well as to:
o pay the final tranche of deferred consideration for the
Harland & Wolff acquisition
o pay down smaller bridging loans and the redemption of
redeemable preference shares
o provide additional working capital for enhanced operations at
Harland & Wolff, including but not limited to, stock-in-trade,
materials and manpower
o Proposed Share Consolidation of every 100 Existing Ordinary
Shares of 0.01 pence each into 1 New Ordinary Share of 1 penny each
in the capital of the Company
John Wood, Chief Executive Officer, commented: "We are delighted
with the strong support we have received from institutional
investors. This is testament to the significant growth
opportunities available to our Company on the back of our
acquisition of the iconic Harland & Wolff shipyard, which is
home to the UK's largest drydock. With numerous facilities
currently closed globally due to the global pandemic, we have
experienced unprecedented demand to use our drydock and are
therefore gearing up for a period of significant activity.
"We recently welcomed three sister cruise vessels to the
shipyard, and currently have a strong pipeline of future contracts.
Additionally, with the two major UK Defence shipyards reaching or
exceeding capacity, we are in a prime position to offer a
much-needed solution to the UK Defence market and have been
actively engaging with UK Defence with this in mind. This placing,
together with the recommissioning work we have recently undertaken
on site, positions us robustly to unlock the pipeline of
opportunities that we have built since we completed the Harland
& Wolff acquisition."
For further information, please visit www.infrastrataplc.com or
contact:
InfraStrata plc c/o Newgate Communications
John Wood, Chief Executive +44 (0)20 3757 6880
Seena Shah, PR & Communications Manager
Cenkos Securities plc (Nominated Adviser
& Broker)
Stephen Keys / Cameron MacRitchie (Corporate
Finance)
Michael Johnson (Sales) +44 (0)20 7397 8900
---------------------------
Newgate Communications (PR)
Elisabeth Cowell/ Ian Silvera/Jamie Williams +44 (0)20 3757 6882
---------------------------
INTRODUCTION
The Company is pleased to announce a conditional Placing to
raise GBP9.0 million (before expenses) by way of the issue of
2,571,428,683 Existing Ordinary Shares in two tranches at the
Placing Price of 0.35 pence per share, a discount of 10.3 per cent.
to the closing middle market price of 0.39 pence per Existing
Ordinary Share on 9 July 2020 (being the last practicable date
before publication of this announcement).
The Share Consolidation and the Second Placing are conditional,
inter alia, upon the Shareholders approving the Resolutions
numbered 1 and 2 respectively at the General Meeting. The GM will
be held at the offices of the Company, at Northern & Shell
Building, 10 Lower Thames Street, London EC3R 6EN, on 27 July 2020
at 11:00 a.m. at which the Resolutions will be proposed.
BACKGROUND TO AND REASONS FOR THE PLACING
Summary of InfraStrata plc
InfraStrata's vision is to become a leading strategic
infrastructure development and asset management company. A key
milestone in achieving this was reached when the Company acquired
the Harland & Wolff shipyard in Belfast in December 2019 and
from which it has subsequently generated the Company's maiden
revenues. The Company is also developing a mid-term gas storage
project located in Larne Lough, Northern Ireland and, as recently
announced, proposes to acquire and develop a longer-term floating
storage and regasification unit ("FSRU") project located offshore
Barrow-in-Furness, northwest England. The overarching strategy for
these assets is to initiate high value projects, establish the
conditions in which those projects can be monetised and attract
first class partners to share in the project risk and rewards.
With the Company currently seeing significant opportunities for
Harland & Wolff, the Company is pursuing the Placing to
strengthen its balance sheet and provide management with the growth
capital that is needed in order to win key contracts that will
underpin the growth of the Company and enable it to maximise its
potential.
Harland & Wolff
Summary and market opportunity
Harland & Wolff boasts two of the largest dry docks in
Europe and one of only two docks licenced for marine waste disposal
in the UK. Importantly, Harland & Wolff is one of only three UK
shipbuilders suitable for major Ministry of Defence (MOD) contract
work and has the only dock suitable for major cruise vessels in the
UK. The Directors believe that Harland & Wolff has clear
competitive advantages against other dry docks in the UK and Europe
principally due to its size and flexibility, which lends itself to
providing full lifecycle services from the simplest repairs through
to complex fabrication and shipbuilding. The Directors believe
that, in the medium term, Harland & Wolff could generate
revenue of GBP400 million per annum at circa 80 per cent capacity
utilisation.
The Company has generated significant commercial traction since
acquiring Harland & Wolff through Management's strong industry
connections, with near term revenue opportunities of up to GBP207
million identified and a weighted pipeline of over GBP1.3 billion
between now and 2025. Estimates for pipeline revenue figures have
been compiled by the Directors and are based on invitations to
tender, current engagements and market intelligence. Weighted
pipeline figures are adjusted by proportion of likely win rate (as
estimated by Management) multiplied by total contract value. When
assessing revenue opportunities, the bid success rates of the
tenders that Harland & Wolff submits determine how much of the
weighted pipeline is realised and turned into profitable
business.
Harland & Wolff provides six services: technical services,
fabrication & construction, repair & maintenance,
in-service support, conversions and decommissioning. These services
are provided to five distinct markets: defence, cruise & ferry,
commercial vessels & fabrication, oil & gas and renewables.
The Company believes that trading across six services and five
markets enables it to substantially de-risk its revenue profile. If
one or more markets and or services were to undergo a cyclical
downturn, the other markets and services would continue to provide
support to the business. The Directors believe that the table below
details the European market opportunity within the five distinct
markets and six services Harland & Wolff is targeting:
Annual Revenue Opportunity
UK Defence GBP5.0 billion
---------------------------
Fabrication & construction GBP3.9 billion
---------------------------
Ship repair & maintenance GBP1.5 billion
---------------------------
Ship conversion GBP1.3 billion
---------------------------
European offshore GBP1.2 billion
---------------------------
Recycling GBP0.4 billion
---------------------------
Customers and pipeline opportunities
The Directors consider Harland & Wolff to be well positioned
to leverage off the structural issues facing its customers across
its five distinct markets, which include:
o lack of UK fabrication capability;
o defence clients with more projects than available
shipyards;
o defence clients wanting value for money and greater
competition between contractors;
o Eastern European docks unable to deal with increasingly
complex systems;
o Asian docks offering cheap but poor-quality services that
often involves rework;
o cruise vessels increasing in size, with limited drydocks large
enough to dock vessels; and
o dry docking capacity uncertainty in market due to
COVID-19.
After having taken ownership of Harland & Wolff, the Company
saw immediate success with five ships docked in the first 45 days
of operation. Since the acquisition, the Company has completed
work, and / or has work contracted with: Seatrucks, Irish Ferries,
Stena, P&O Ferries and Clarksons. To date, over eight vessels
have been through the yard and the Company now has a healthy
pipeline. The Company's business model has been welcomed by clients
and rewarded with repeat business, which is one of the most
important metrics for the future success of Harland & Wolff.
The Company currently has three sisters of the Viking Cruises
family simultaneously docked at the quayside. The three sisters
will initially undergo a series of repairs and maintenance works,
with an enhanced package of works currently being discussed by the
technical teams of Viking Cruises and Harland & Wolff, which
could be worth in excess of GBP25 million over the next 12
months.
The Company is also benefiting from the Government's policy of
regional growth and encouraging exports. Management is in
negotiations with the UK Government and the MoD in relation to
several contracts. As announced on 26 May 2020, the Company has
signed an exclusive teaming agreement with Navantia, S.A. to
jointly bid for the GBP1.25 billion Fleet Solid Support Programme
("FSS") as well as for other opportunities within the UK defence
sector, including modernisations and retrofits.
The Directors believe that the ferry and cruise repair market
alone can provide the Company with a baseload level of work in the
short term to ensure cash break-even year on year, with enhanced
margins if more complex works are procured from existing and new
clients. High growth markets targeted by the Company include
defence, commercial vessels and fabrication, oil and gas and
renewables.
Operational strategy for Harland & Wolff
Since the Company took ownership of Harland & Wolff in
December 2019, there has been a clear strategy on how to
sequentially bring the assets back into full scale operation and to
fully exploit all aspects of the yard's capability. The first phase
was re-commencing operations in the Belfast dry dock (the smaller
of the two docks at 335m in length) and then the building dock (the
larger of the two at 556m in length), both of which are now fully
operational. The Company's technical team have made a number of
modifications to operations protocols and procedures, such that
multiple vessels can now be dry docked in both of the docks at the
same time. Subject to vessel sizes, the Company is now able to dock
six vessels across both docks at the same time, something that
Harland & Wolff has not done in the past. The final phase is to
bring the 30,000m(2) of fabrication halls into full operation.
Management is currently in discussions with potential clients and
should these discussions be successful the final phase of
re-activation will be completed.
Impact of COVID-19 on Harland & Wolff
The Company has maintained a "business-as-usual" approach as
much as possible since the start of the COVID-19 pandemic and is
ready for a surge in business activity once lockdown restrictions
are eased. Indeed, the Directors believe that the Viking Cruises
contract is an indicator of the COVID-19 pandemic's unintended
positive consequence for Harland & Wolff. Whilst the Company
was aiming to break into the cruise market in 2021, those plans
have since been brought forward by at least 15 months. Furthermore,
the Company had planned to enter fleet-wide deals in the ferry
sector for more complex works programmes in 2021. However, these
have been brought forward and the Company is in advanced
discussions with key ferry operators to commence works in Q3
2020.
Islandmagee gas storage project
Islandmagee is an underground gas storage project located in
Larne Lough, Northern Ireland, in which InfraStrata maintains a 100
per cent. equity interest. The project commenced in 2010, when a
layer of salt was discovered 1,500 metres underneath Larne Lough,
making it ideal for establishing underground gas storage caverns. A
Front-End Engineering and Design ("FEED") study on the project was
completed in November 2018, independently validating its viability
from an engineering perspective, with the next step to be the
securing of financing at the project level.
As announced in December 2019, the Company believes that, as a
strategic infrastructure project, the Islandmagee gas storage
project could benefit from certain government-led grants and
infrastructure debt. Equally, the Company continues to be engaged
with its existing project-based equity investor base who are keen
for the Company to fully understand and analyse the potential of
obtaining such grants and infrastructure-based lending. Given the
strategic nature of the project, in terms of security of energy
supply, local employment and overall contribution to the Northern
Ireland economy, the Directors believe that the project is
deserving of government support, which would de-risk the project
from an equity perspective.
The fundamentals of the project have not altered, and the
Company has resumed meaningful discussions with both the UK
Government, Northern Ireland Executive and project equity partners
as the lockdown has been gradually lifted. Accordingly, the Company
will keep all funding partners engaged and continue to work towards
a Final Investment Decision ("FID"). In the meantime, the focus of
the Company is to obtain the full marine licence from the
Department of Agriculture, Environment and Rural Affairs ("DAERA")
as soon as practicable.
FSRU project
In May 2020, the Company entered into a term sheet with West
Face Capital (a Canadian alternative asset management firm) to
acquire the FSRU Project. The FSRU Project involves developing a
floating liquified natural gas (LNG) receiving facility offshore
Barrow-in-Furness, Cumbria, in northwest England, and is designed
to deliver regasified volumes of natural gas directly into the UK
market via the National Transmission System interconnection at
Barrow-in-Furness. Given that more than 30 per cent. of the UK's
natural gas supplies arrive via LNG cargoes, the Directors believe
that the FSRU Project is ideally positioned to take advantage of
LNG arriving in the UK and seeking storage and regasification.
The CAPEX for the FSRU Project is expected to be funded by
establishing a consortium of partners at the project level. The
bulk of the CAPEX spend occurs post FID and, if FID is not
achieved, the Company has no liability. The sale and purchase
agreement is scheduled to be executed in the forthcoming weeks with
FID expected to be taken within 36 months thereafter. Following on
from that, the Company will embark upon a series of workstreams to
acquire a full marine licence for the project as well as redesign
the FSRU Project in order to optimise its CAPEX.
USE OF PROCEEDS
The Company generated its maiden revenues in December 2019 by
putting in place a series of ferry repair contracts at Harland
& Wolff. Since then, Harland & Wolff has welcomed several
vessels into its yard for various repairs and maintenance
programmes. As the operations have matured and stabilised over the
last six months, the quantum of work has increased. More
importantly, the scope of each works programme has become more
complex and sophisticated.
As a result, Harland & Wolff is now participating in
contracts of larger value than when operations restarted, with
contracts now worth several million pounds each. The counterparties
that Harland & Wolff is dealing with are multinational
blue-chip organisations with significant resources and these
clients are now expecting the Company to strengthen its balance
sheet to provide for sufficient liquidity ahead of placing larger
contracts.
The Company intends to use the net proceeds of approximately
GBP8.3 million from the Placing for the following purposes:
i. to pay the final tranche of deferred consideration for the
Harland & Wolff acquisition of GBP1.45 million;
ii. the paydown of smaller bridging loans and the redemption at
par of the Company's 50,000 GBP1 redeemable preference shares,
amounting in aggregate to GBP0.55 million;
iii. towards working capital for enhanced operations at Harland
& Wolff, including but not limited to, stock-in-trade,
materials and manpower; and
iv. to strengthen the balance sheet, to enable the Company to
tender for and win larger contracts .
The proceeds of the Placing are expected to enable the Company
to capitalise on the many opportunities that are now available to
Harland & Wolff and unlock a series of contracts built in the
sales pipeline over the next 18 months.
DETAILS OF THE PLACING AND THE PLACING AGREEMENT
Under the Placing, the Company has conditionally raised GBP9.0
million (before expenses) through a placing of 2,571,428,683
Existing Ordinary Shares at 0.35 pence per share with institutional
and other investors. The Company has entered into a Placing
Agreement with Cenkos under which Cenkos has agreed to use its
reasonable endeavours to procure Placees for the Placing Shares at
the Placing Price. The Placing has not been underwritten.
The Placing Shares will represent approximately 40.1 per cent.
of the Enlarged Issued Share Capital. The Placing Price represents
a discount of approximately 10.3 per cent. to the closing
mid-market price of 0.39 pence per Existing Ordinary Share on 9
July 2020, being the last dealing day prior to the date of this
announcement.
The Placing is being conducted in two tranches. The First
Placing will utilise the Company's existing authorities to allot
shares and for the disapplication of pre-emption rights granted at
its last general meeting, whilst the Second Placing will be subject
to the approval of Shareholders at the General Meeting to allot the
Second Placing Shares and to disapply pre-emption rights in respect
of such allotment.
The first tranche of the Placing will raise a total of GBP2.7
million (before expenses) by the issue of 780,000,000 Existing
Ordinary Shares (being the First Placing Shares) at the Placing
Price. The First Placing is conditional upon, inter alia, First
Admission becoming effective at 8.00 a.m. on 15 July 2020 (or such
later date as the Company and Cenkos may agree, being not later
than 8.00 a.m. on 11 August 2020). The First Placing is not
conditional on completion of the Second Placing occurring so there
is a possibility that the First Placing may complete and the First
Placing Shares are issued but that the Second Placing does not
complete.
The second tranche of the Placing will raise a total GBP6.3
million (before expenses) by the issue of 1,791,428,683 Existing
Ordinary Shares (being the Second Placing Shares) at the Placing
Price. The Second Placing is conditional upon, inter alia, First
Admission becoming effective. In addition, the Second Placing is
conditional, inter alia, on Second Admission becoming effective at
8.00 a.m. on 28 July 2020 (or such later date as the Company and
Cenkos may agree, being not later than 8.00 a.m. on 11 August
2020).
The Placing Agreement contains, inter alia, customary
undertakings and warranties given by the Company in favour of
Cenkos as to the accuracy of information contained in the Circular
and other matters relating to the Company. Cenkos may terminate the
Placing Agreement in specified circumstances prior to Admission,
including, inter alia, for material breach of the Placing Agreement
by the Company or of any other warranties contained in it and in
the event of a force majeure event occurring.
The Placing Shares will be issued credited as fully paid and
will rank pari passu in all respects with the Existing Ordinary
Shares, including the right to receive dividends and other
distributions declared on or after the date on which they are
issued.
It is expected that CREST accounts will be credited on the
relevant day of Admission and that share certificates (where
applicable) will be dispatched within 10 working days of each
Admission.
Application will be made to the London Stock Exchange for the
Placing Shares to be admitted to trading on AIM. It is anticipated
that First Admission will become effective and that dealings in the
First Placing Shares will commence at 8.00 a.m. on 15 July 2020 and
that Second Admission will become effective and dealings in the
Second Placing Shares will commence at 8.00 a.m. on 28 July
2020.
SHARE CONSOLIDATION
The Company's current issued share capital consists of
3,844,579,517 Existing Ordinary Shares. The number of Existing
Ordinary Shares in issue is the result of a number of capital
raisings since the Company's incorporation in order to fund its
operations. The Directors consider that the current issued share
capital is higher than similar sized companies on AIM and the
Directors believe that this negatively affects investors'
perception of the Company. The Directors believe that it is in the
best interests of the Company for there to be a one-for-one hundred
share consolidation to reduce the number of Ordinary Shares in
issue and increase the share price with a view to decreasing the
spread between the bid and offer prices. Under the Share
Consolidation, holders of Existing Ordinary Shares will
receive:
1 New Ordinary Share for every 100 Existing Ordinary Shares
and so in proportion to the number of Existing Ordinary Shares
held on the Record Date.
Following the Share Consolidation, Shareholders will still hold
the same proportion of the Company's ordinary share capital as
before the Share Consolidation. Other than a change in nominal
value, consolidated New Ordinary Shares will carry equivalent
rights under the Articles to the Existing Ordinary Shares.
To affect the Share Consolidation, it may be necessary to issue
an additional Existing Ordinary Shares so that the Company's issued
ordinary share capital is exactly divisible by 100. These
additional Existing Ordinary Shares, should they be required, would
be issued to the Company's broker, Cenkos, following Second
Admission, and before prior to the Record Date. Since these
additional shares would only represent a fraction of a New Ordinary
Shares, this fraction will be sold pursuant to the arrangements for
fractional entitlements contained in the Articles.
Following the Share Consolidation and assuming completion of the
First and Second Placings, the Company's issued ordinary share
capital will comprise 64,160,082 New Ordinary Shares with a nominal
value of 1 penny each.
The Share Consolidation will give rise to fractional
entitlements to a New Ordinary Share where any holding is not
precisely divisible by 100. No certificates regarding fractional
entitlements will be issued. Instead, in accordance with the
authority in the Articles, any New Ordinary Shares in respect of
which there are fractional entitlements will be aggregated and sold
in the market for the best price reasonably obtainable on behalf of
those Shareholders entitled to the fractions. In accordance with
the Articles, the Company will distribute the net proceeds of sale,
after deduction of the expenses of sale, in due proportion among
relevant Shareholders, except that any amount otherwise due to a
Shareholder, being less than GBP3 will be retained for the benefit
of the Company.
For the avoidance of doubt, the Company is only responsible for
dealing with fractions arising on registered holdings. For
Shareholders whose shares are held in the nominee accounts of
stockbrokers, intermediaries, or other nominees, the effect of the
Share Consolidation on their individual shareholdings will be
administered by the stockbroker or nominee in whose account the
relevant shares are held. The effect is expected to be the same as
for shareholdings registered in beneficial names, however it is the
stockbroker's responsibility to deal with fractions arising within
their customer accounts, and not the Company's.
GENERAL MEETING AND THE RESOLUTIONS
Set out at the end of the Circular is the notice convening a
General Meeting of the Company to be held at the offices of the
Company, at Northern & Shell Building, 10 Lower Thames Street,
London EC3R 6EN, on 27 July 2020 at 11:00 a.m. at which the
Resolutions will be put to the Company's Shareholders. In
particular, the Resolutions to be proposed at the General Meeting
will be as follows:
Share Consolidation
Resolution 1 is an ordinary resolution to effect the Share
Consolidation, such resulting New Ordinary Shares having the same
rights and being subject to the same restrictions (save as to
nominal value) as the Existing Ordinary Shares as set out in the
Articles.
Directors' authority to allot Placing Shares
Resolution 2 is a special resolution authorising the directors
of the Company to allot the Placing Shares on a non-pre-emptive
basis.
Directors' authority to allot shares
Resolution 3 is an ordinary resolution authorising the Directors
to allot relevant securities, in addition to the Placing Shares, up
to a nominal amount of GBP231,866.94. If granted, Resolution 3
provides sufficient authority to provide a continuing authority
following the Placing equal to approximately 33.3 per cent. of the
Enlarged Issued Share Capital. The resolution is specifically
proposed to enable the Directors to have the flexibility to grow
the Company in an appropriate manner.
Disapplication of pre-emption rights
Resolution 4 is a special resolution authorising the Directors
to issue equity securities for cash on a non pre-emptive basis, in
addition to the authority for the Placing Shares pursuant to the
authority conferred by Resolution 3 above up to a nominal amount of
GBP96,240.12. If granted, Resolution 3 provides sufficient
authority to provide a continuing authority following the Placing
equal to approximately 15.0 per cent. of the Enlarged Issued Share
Capital. The resolution is specifically proposed to enable the
Directors to have the flexibility to grow and finance the Company
in an appropriate manner without the need to convene a separate
general meeting.
RECOMMATION
The Directors unanimously believe that the Placing and the Share
Consolidation are in the best interests of the Company and its
Shareholders and unanimously recommend you to vote in favour of the
Resolutions as they intend to do in respect of their own beneficial
holdings in the Company. The Board has a beneficial interest in
65,480,370 Existing Ordinary Shares representing approximately 1.7
per cent. of the Existing Ordinary Shares in issue on the date of
this announcement.
PLACING AND SHARE CAPITAL STATISTICS
Number of Existing Ordinary Shares in issue at
the date of this announcement 3,844,579,517
Placing Price 0.35 pence
Number of First Placing Shares 780,000,000
Number of Second Placing Shares 1,791,428,683
Total number of Placing Shares 2,571,428,683
Gross Placing proceeds GBP9.0 million
Enlarged Issued Share Capital at Second Admission 6,416,008,200
Placing Shares as a percentage of the Enlarged 40.1 per cent.
Issued Share Capital
Market capitalisation of the Company at Second GBP22.5 million
Admission at the Placing Price
Number of Existing Ordinary Shares in issue at
the Record Date 6,416,008,200
Number of New Ordinary Shares immediately following
the Share Consolidation 64,160,082
Implied Placing Price following the Share Consolidation 35 pence
ISIN of New Ordinary Shares GB00BLPJ1272
SEDOL of New Ordinary Shares BLPJ127
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
2020
Posting of the Circular 10 July
Admission and commencement of dealings 8.00 a.m. on 15 July
of the First Placing Shares on AIM
Latest time and date for receipt of proxy 11:00 a.m. on 23 July
voting instructions for the General Meeting
General Meeting 11:00 a.m. on 27 July
Admission and commencement of dealings 8.00 a.m. on 28 July
of the Second Placing Shares on AIM
Record time and date for Share Consolidation 6.00 p.m. on 28 July
Admission and commencement of dealings 8.00 a.m. on 29 July
in the New Ordinary Shares on AIM
Despatch of definitive share certificates Within 10 business days
for the New Ordinary Shares of Share Consolidation
becoming effective
Despatch of fractional entitlement cheques 14 days after sale in
or payments through CREST (if applicable) full of the aggregated
fractional entitlements
to New Ordinary Shares
Long Stop Date 11 August
Note: All references to times in this timetable are to London
times and each of the times and dates are indicative only and may
be subject to change. Any such change will be notified by an
announcement on a regulatory information service.
DEFINITIONS
In this announcement, the following expressions shall have the
following meanings, unless the context otherwise requires:
"Admission" First Admission, Second Admission and/or admission
of New Ordinary Shares to trading on AIM becoming
effective (as the context requires)
"AIM" the market of that name operated by the London
Stock Exchange
"AIM Rules" the AIM Rules for Companies as published and
amended from time to time by the London Stock
Exchange
"Articles" the articles of association of the Company
(as amended from time to time)
"Board" the board of directors of the Company
"Cenkos" or "Nominated Cenkos Securities plc, as the Company's nominated
Adviser" or "Broker" adviser and sole broker
"certificated" where an Ordinary Share is not in uncertificated
or "in certificated form (i.e. not in CREST)
form"
"Circular" the circular to be sent to Shareholders on
the date of this announcement
"Company" or "InfraStrata" InfraStrata plc
"CREST" the relevant system for the paperless settlement
of trades and the holding of uncerti cated
securities operated by Euroclear UK & Ireland
Limited in accordance with the Uncertificated
Securities Regulations 2001 (SI 2001/3755)
"Directors" the directors of the Company
"Enlarged Issued 6,416,008,200 Existing Ordinary Shares, being
Share Capital" the issued ordinary share capital of the Company
immediately following Second Admission, assuming
no exercise of existing warrants over Existing
Ordinary Shares
"Existing Ordinary the ordinary shares of 0.01 pence each in the
Shares" capital of the Company
"First Admission" admission of the First Placing Shares to trading
on AIM becoming effective in accordance with
Rule 6 of the AIM Rules which is expected to
take place on 15 July 2020
"First Placing" the placing by Cenkos on behalf of the Company
of the First Placing Shares at the Placing
Price pursuant to the terms of the Placing
Agreement
"First Placing the 780,000,000 Existing Ordinary Shares which
Shares" have been conditionally placed by Cenkos with
Placees pursuant to the First Placing
"FSMA" the Financial Services and Markets Act 2000
(as amended)
"FSRU Project" the proposed floating gas storage and regasification
unit project offshore Barrow-in-Furness, Cumbria
"General Meeting" the general meeting of the Company convened
or "GM" for 11:00 a.m. on 27 July 2020 at the offices
of the Company, at Northern & Shell Building,
10 Lower Thames Street, London EC3R 6EN
"Group" the Company and its subsidiaries from time
to time
"London Stock London Stock Exchange plc
Exchange"
"New Ordinary the new ordinary shares of 1 penny each in
Shares" the capital of the Company following the Share
Consolidation becoming effective
"Ordinary Shares" Existing Ordinary Shares and/or New Ordinary
Shares (as the context requires)
"Placees" those persons who have conditionally agreed
to subscribe for Placing Shares
"Placing" together, the First Placing and the Second
Placing
"Placing Agreement" the conditional agreement dated 9 July 2020
between the Company and Cenkos relating to
the Placing
"Placing Price" 0.35 pence per Placing Share
"Placing Shares" the First Placing Shares and/or the Second
Placing Shares (as the context requires)
"Record Date" the record time and date for the Share Consolidation
being, 6.00 p.m. on 28 July 2020
"Resolutions" the resolutions set out in the notice of the
General Meeting at the end of the Circular
"Second Admission" admission of the Second Placing Shares to trading
on AIM becoming effective in accordance with
Rule 6 of the AIM Rules which is expected to
take place on 28 July 2020
"Second Placing" the placing by Cenkos on behalf of the Company
of the Second Placing Shares at the Placing
Price pursuant to the terms of the Placing
Agreement
"Second Placing the 1,791,428,683 Existing Ordinary Shares
Shares" which have been conditionally placed by Cenkos
with Placees pursuant to the Second Placing
"Share Consolidation" the proposed consolidation of every 100 Existing
Ordinary Shares into one New Ordinary Share
"Shareholders" holders of Existing Ordinary Shares
"United Kingdom' the United Kingdom of Great Britain and Northern
or "UK' Ireland
"GBP" UK pounds sterling, being the lawful currency
of the United Kingdom
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
MSCUKORRRWUBRUR
(END) Dow Jones Newswires
July 10, 2020 02:00 ET (06:00 GMT)
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