LIB Libertine Holdings Plc

21 May 2024

This announcement does not constitute an announcement of a firm intention to make an offer under Rule 2.7 of the Takeover Code and there can be no certainty that any firm offer will be made, nor as to the terms on which any offer will be made.

This announcement contains inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("MAR").

Libertine Holdings PLC

("Libertine" the "Company" or the "Group")

Update on Strategic Review & Formal Sale Process

The board of directors of Libertine Holdings PLC (LSE AIM: LIB), a developer of Linear Generator technology, provides an update regarding the Strategic Review and Formal Sale Process announced on 29 April 2024.

Since the launch of the Strategic Review and Formal Sale Process on 29 April 2024, Libertine has met with a number of potential strategic and financial investors to support and extend the Company's cash runway. Further meetings are scheduled in the period to early June 2024. Likewise, outreach to potential strategic partners has continued under the formal sale process. Although efforts are ongoing, to date there has not been definitive progress on any option.

Further to the Company's trading update announced on 22 March 2024 and the launch of the Strategic Review & Formal Sale process on 29 April 2024, the Group has cash reserves absent any additional revenues to maintain current operations through to mid-July 2024.

In the absence of further developments by early June 2024 giving the Board confidence that sufficient additional capital could be raised from investors, the sale of the Company's HEXAGEN technology platform and IP, or that a sale of the Company could be completed, the Board may seek cancellation of admission of the Company's ordinary shares to trading on AIM and re-registration as a private limited company in order to attempt to undertake a solvent wind down of the Company, before reaching the end of its cash runway in mid-July 2024.

The Board remains committed to the Strategic Review process and continues to make every effort to maximise value for shareholders, employees and other stakeholders and will continue to update the market on developments.

The person responsible for making this announcement on behalf of the Company is Sam Cockerill, Chief Executive Officer.

For more information, please visit www.libertine.co.uk or contact:

About Libertine

Founded in 2009, Libertine provides technology platform solutions for Original Equipment Manufacturers ("OEMs"), enabling efficient and clean power generation from renewable fuels, and more effective energy storage devices and gas compressor systems. Libertine was admitted to trading on the AIM market of the London Stock Exchange in December 2021. 

Libertine has created two technology platforms, each using the same core technology elements, which the Company provides to its OEM customers for their development of Linear Generator and Linear Motor products:

-       The intelliGEN™ platform enables the creation of clean, highly efficient and fuel-flexible Linear Generator products including:

•      Heavy-duty hybrid powertrains of trucks, buses, tractors, construction and mining equipment;

•      Medium and light-duty hybrid powertrains of commercial vehicles operating over longer distances;

•      A proportion of the passenger automotive market where vehicle use and recharging constraints are a barrier to battery electrification; and

•      A wide range of off-grid, portable power and distributed power generation applications.

-       The HEXAGEN^TM platform enables more effective energy storage, thermal power generation, waste heat recovery and gas compression products including:

•      Stirling Engine power generators and thermal energy storage systems;

•      Linear motor reciprocating compressor (LMRC) systems for hydrogen refuelling stations; and

•      Organic Rankine Cycle waste heat recovery systems.

These two platforms are a result of over a decade of development and performance validation of Libertine's proprietary core technology elements including its linear electrical machines, controls and developer tools, and are protected by a broad international portfolio of over 40 granted patents, with multiple further patents pending protecting recent developments.

The potential market for Linear Generator products goes well beyond the distributed power generation applications where Linear Generators are already in commercial use today, complementing intermittent renewable power with clean, on-demand power generation. Linear Generators also have the potential to complement battery electrification in hybrid powertrains, providing on-board power generation to address the practical and economic barriers to rapid adoption of clean electric propulsion using battery electric powertrain technology alone.

Working with OEMs from an early stage in the development cycle ensures Libertine's technology is effectively integrated into OEM products, maximising the performance and economic benefits provided by Libertine's platform technology. Libertine has developed a portfolio of over 30 granted patents in addition to a significant body of technical know-how generated since the Company's formation. The Company's senior management team and board includes executives with decades of deep technical experience in the automotive and energy industries.

Important Notices

Panmure Gordon, which is authorised and regulated by the FCA in the UK, is acting as Financial Adviser, Nominated Adviser and Broker exclusively for Libertine and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Libertine for providing the protections afforded to its clients or for providing advice in relation to matters referred to in this announcement. Neither Panmure Gordon, nor any of its affiliates, owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Panmure Gordon in connection with this announcement, any statement contained herein or otherwise.

This announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this announcement or otherwise.

This announcement (including any information incorporated by reference in this announcement), oral statements made regarding the formal sale process, and other information published by the Company contain statements about the Company that are or may be deemed to be forward looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "estimates", "projects" or words or terms of similar substance or the negative thereof, may be forward looking statements.

These forward-looking statements are not guarantees of future performance. Such forward-looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward-looking statements. Due to such uncertainties and risks, readers should not rely on such forward-looking statements, which speak only as of the date of this announcement. The Company disclaims any obligation or responsibility to update publicly or review any forward-looking or other statements contained in this announcement, except as required by applicable law.

The distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.

The Formal Sales Process relates to the securities of a UK company and is subject to UK procedural and disclosure requirements that are different from those of the United States. Any financial statements or other financial information included in announcement may have been prepared in accordance with non-US accounting standards that may not be comparable to the financial statements of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.  It may be difficult for US holders of shares to enforce their rights and any claims they may have arising under the US federal securities laws in connection with the Formal Sales Process, since the Company is located in a country other than the United States, and some or all of their officers and directors may be residents of countries other than the United States.  US holders of shares may not be able to sue the Company or its officers or directors in a non-US court for violations of the US securities laws.  Further, it may be difficult to compel the Company and its respective affiliates to subject themselves to the jurisdiction or judgment of a US court.

Publication on website

For the purposes of Rule 26.1 of the Takeover Code, a copy of this announcement will be made available (subject to certain restrictions relating to persons resident in restricted jurisdictions) on Libertine's website at www.libertine.co.uk promptly following its publication and in any event no later than 12 noon (London time) on the business day following the release of this announcement. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.