TIDMMEN
RNS Number : 4408T
Molecular Energies PLC
20 March 2023
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED
UNDER THE MARKET ABUSE REGULATION (EU NO. 596/2014) AS IT FORMS
PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 ("MAR").
20 March 2023
MOLECULAR ENERGIES PLC
("MEN" or the "Company")
Proposed amendments to terms of the IYA Loan
Notice of General Meeting
Molecular Energies (AIM: MEN), the international energy company,
is today publishing a circular to be sent to shareholders ("the
Circular") containing a notice convening a general meeting of the
Company ("General Meeting") relating to certain amendments to be
made to the terms of the existing loan ("the IYA Loan") owing by
the Company to IYA Global Limited ("IYA"), a company ultimately
beneficially owned by Peter Levine, the Chairman of, and a
substantial shareholder in, MEN.
Further details of the amendments to the IYA Loan are set out
below. The amendments to the IYA Loan require approval by
shareholders (by way of ordinary resolution) at a general
meeting.
Notice of the General Meeting and a form of proxy are available
on the Company's website at
www.molecularenergiesplc.com/investors/documents-circulars/ .
General Meeting
The Circular contains a notice convening the General Meeting of
the Company to consider and if thought fit to approve the
resolution ("the Resolution") proposed in the Notice of Meeting.
The General Meeting will be held at 2pm on 6 April 2023 ("the GM
Date") to be held at the Registered Office of the Company.
The independent Directors of the Company being all directors
apart from Peter Levine (the "Independent Directors") unanimously
recommend the passing of the Resolution as being in the best
interests of the Company. Accordingly, the Independent Directors
intend to vote in favour of such Resolution in respect of their
entire beneficial holdings.
Peter Levine also intends to vote in favour of such Resolution
in respect of his entire beneficial holding, which in aggregate
with the Independent Directors, represents approximately 29.6% of
the entire issued share capital of the Company.
Robert Shepherd, Financial Director, commented :
"The proposals contained in the Circular represent the best
interests of Company and is demonstration of the intention to
provide a sustainable base for our Group going forward which now
includes both hydrocarbon and our expanding alternative energy
Green House Capital divisions."
Related Party Transactions
Peter Levine is a Director and substantial shareholder in the
Company. IYA, the provider of the IYA Loan, is a company ultimately
beneficially owned by Peter Levine. Accordingly, the amendments to
the IYA Loan represent a related party transaction pursuant to Rule
13 of the AIM Rules for Companies.
The Independent Directors, having consulted finnCap Ltd, the
Company's Nominated Adviser, consider that the amendments to the
IYA Loan are fair and reasonable insofar as the Company's
shareholders are concerned.
Circular to Shareholders
The Circular contains a letter from the Chairman the body of
which is set out below:
"Introduction
The Amendments more particularly set out below require approval
by the shareholders of MEN at a General Meeting of the Company
pursuant to s190 of the Companies Act 2006 due to the fact that
Peter Levine is a director of the Company, the ultimate beneficial
owner of IYA.
The IYA Loan
The Terms of the IYA Loan
Under the terms of the Facility Agreement dated 2 January 2018,
as amended on 1 June 2018, 21 November 2018, 25 August 2019, 20
January 2020 and 22 June 2020, IYA has lent to the Company certain
monies of which, at the date hereof, US$11.9 million is
outstanding. Such monies are currently carrying an average interest
rate of 12%, accruing annual interest of some US$1.4 million per
annum or some US$2.4 million in total to the current maturity date
of 31 December 2024. The maximum amount available under the
facility is US$20.5 million, undrawn amounts under the Facility
Agreement incur a commitment fee of 4% per annum, accruing annual
costs of some US$400k per annum or some US$700k in total to the
current maturity date of 31 December 2024.
Amendments to the IYA Loan
It is proposed that the material amendments are:
i. The IYA Loan (including interest) is fixed as at the GM Date
("the Fixed Loan") with no further monies available to be drawn and
no further commitment fee on undrawn balances thereafter
applicable
ii. The interest rate on the Fixed Loan be reduced to zero
percent (0%) per year from the GM Date
iii. The IYA Loan maturity by which such monies are mandatorily
required to be paid be extended by one year to 31 December 2025
iv.
a. IYA is granted a first legal charge against all the shares
owned by the Company from time to time in ATOME Energy PLC
("ATOME") to secure the Fixed Loan
b. an extension fee ("the Fee") of US$1.5 million be paid to IYA
spread over the length of time of the Fixed Loan to maturity to be
paid by equal monthly instalments unless otherwise agreed. As such
the Fee is unsecured as it is not part of the IYA Loan
c. IYA will be granted the rights at any time up to 31 December
2025 to call upon MEN to transfer to it or as it may direct
2,038,038 ordinary shares in ATOME ("ATOME Shares") equivalent to
the value of GBP2.16 million at value of 106.2 pence per ATOME
share in satisfaction and by way of extinguishment of US$2.6
million of the Fixed Loan still then outstanding, calculated using
an exchange rate of US$1.20 to the pound
Reasons for the amendments to the IYA Loan
The reasons for the amendments are as follows:
i. The reduction of the interest rate and commitment fees to
zero provides net cost savings for MEN of approximately US$5
million from the GM Date over the revised maturity period
ii. The saving on interest will enable further funds to be
available for working capital purposes and expansion of the Company
and its hydrocarbon and alternative energy divisions
iii. The extended maturity period provides further flexibility
for the Company to manage its cashflow "
Contact:
Molecular Energies PLC +44 (0)20 7016 7950
Nikita Levine, Investor Relations info@molecularenergiesplc.com
finnCap (Nominated Advisor and
broker)
Christopher Raggett, George Dollemore +44 (0)20 7220 0500
Tavistock (Financial PR & IR)
Simon Hudson, Nick Elwes, Charles
Baister +44 (0)20 7920 3150
Notes to Editors
Molecular Energies PLC is an AIM listed company at the forefront
of energy development and has interests across the energy spectrum,
from oil and gas projects to subdivisions in the green and
alternative energy sub-sectors.
The Company has oil and gas production in two geographical
markets: Argentina and the United States, as well as exploration
assets in both Argentina and Paraguay. The Company also has two
separate subdivisions which are focused on early-stage
opportunities in the green and/or alternative energy sub-
sector.
Activities in the green and alternative energy space are being
carried out under the Green House Capital brand and through AIM
listed ATOME Energy PLC operating in Paraguay and Iceland,
producing green hydrogen and ammonia for use in fuels.
With a strong strategic and institutional base of support, an
in-country management team as well as the Chairman whose interests
as the largest shareholder are aligned to those of its
shareholders, Molecular gives UK investors access to an energy
growth story combined with world class standards of corporate
governance, environmental and social responsibility.
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulations (EU) No. 596/2014 as it forms part of
UK Domestic Law by virtue of the European Union (Withdrawal) Act
2018 ("UK MAR"). The person who arranged for the release of this
announcement on behalf of the Company was Peter Levine,
Chairman.
-ends-
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