TIDMMUST
RNS Number : 7033W
Mustang Energy PLC
27 April 2021
Tuesday 27 April, 2021
Mustang Energy PLC
Mustang Energy PLC
Acquisition and Suspension of Listing
The Directors of MUST are pleased to inform shareholders that
MUST has entered into a legally binding investment agreement with
VRFB Holdings Limited ("VRFB-H"), its existing shareholders and
Bushveld Minerals Limited ("BMN"), pursuant to which MUST has
subscribed for shares constituting a 22.10 per cent. interest in
the issued share capital of VRFB-H (the "Acquisition").
VRFB-H is a 50 per cent. shareholder in Enerox Holding Limited (
"EHL" ). BMN's 84 per cent.-owned energy subsidiary , Bushveld
Energy Limited ( " BEL"), is VRFB-H's majority shareholder, holding
50.5 per cent. of its issued share capital. EHL is a special
purpose vehicle which holds the entire issued share capital of
Enerox GmbH ( "Enerox" ), an Austrian-based vanadium redox flow
battery ( "VRFB") manufacturer. Enerox has invested more than 20
years of research and development into its CellCube energy storage
system. Its vanadium-based technology is known to be
state-of-the-art in the battery market and has already deployed
more than 130 systems / 23 MWh across 5 continents.
The Acquisition represents the entry by the Company into the
high-growth stationary battery market.
Some background details to the Acquisition are as follows:
-- As announced by BMN on 1 April 2021, the board of EHL
resolved to raise US$30 million from its shareholders in the form
of equity through an issuance of new EHL shares for cash ( " EHL
Capital Raise " ).
-- The EHL Capital Raise is intended to fund growth capital
required to scale up its vrfb production capacity to 30MW
(120-240MWh) in annual production capacity by 2022 as its pipeline
grows, with additional growth aspirations thereafter.
-- MUST has invested approximately US$7.5 million alongside an
investment by BEL of approximately US$7.7 million for an aggregate
sum of approximately US$15.2 million in support of VRFB-H's funding
commitment into EHL of US$15 million in connection with the EHL
Capital Raise. On 31 March 2021, BEL invested US$5 million of its
contribution, with the remaining balance having been paid on 26
April 2021.
-- MUST has funded its investment into VRFB-H by the issue of
US$8,000,000 10 per cent. unsecured convertible loan notes ("CLNs")
to certain investors ("CLN holders"), including its 24.03%
shareholder Acacia, ( " MUST Capital Raise " ). The CLNs shall be
convertible into shares in the capital of the Company, calculated
by dividing the nominal value (and accrued interest, if applicable)
of the CLNs (using the average US$/GBPGBP closing exchange rate as
shown on Bloomberg over the five trading days prior to conversion)
by 20 pence ("MUST Conversion Shares"), by no later than 31
December 2021 (such date of conversion being the "Conversion
Date"), following: (a) the approval of its shareholders of the MUST
Capital Raise ("Shareholder Approval"); and (b) the publication of
a prospectus by MUST and readmission of MUST to listing and trading
( " Readmission " ); as required given that the Acquisition
constitutes a reverse takeover ("RTO") under the Financial Conduct
Authority's Listing Rules. The CLNs attract interest at a rate of
10 per cent. per annum, and can be satisfied at the time of
conversion in cash or in shares of the capital of the Company (at
the election of the Company). The CLN holders will receive warrants
to subscribe for new shares in the capital of MUST (one warrant
being issued for every two MUST Conversion Shares held),
exercisable at a price per share of 30 pence ("Warrants"). The
Warrants have an expiry period of three years from the Conversion
Date.
-- The difference between the principal amount raised by the
issue of the CLNs and the MUST Capital Raise will be used to pay
fees associated with the MUST Capital Raise and for additional
working capital of the Company. The lead investors of the CLNs are
Acacia, the Company's largest shareholder, and AIM-quoted investing
company Primorus Investments plc (together, the "Lead
Investors").
-- In circumstances where Readmission does not take place by 31
December 2021, BMN has agreed to issue new ordinary shares in its
capital ("BMN Shares") to Noteholders in respect of the principal
amount and accrued interest under the CLNs (the "Backstop") in
return for MUST: (i) transferring to BEL all of MUST's shares in
VRFB-H; and (ii) paying a fee to BMN of an amount equal to 5 per
cent. of the MUST Capital Raise (including both principal and
interest), to be satisfied by the issue of new ordinary shares in
the capital of the Company at a price of 20 pence per share (the
"Backstop Fee"). In consideration of BMN providing the Backstop,
the Backstop Fee is payable in the event of Readmission not
occurring by the aforesaid date or immediately prior to completion
of Readmission. Each of the Lead Investors have the sole discretion
to elect not to receive BMN Shares and instead receive shares
directly in the capital of VRFB-H.
The Directors are pleased to report that the Acquisition will
represent an investment in the energy sector, a sector which was
contemplated at the time of the Company's original IPO in July
2019.
Suspension and Application for Listing
The Acquisition will constitute a Reverse Takeover under the
Listing Rules since it will, amongst other things, result in a
fundamental change in the business of the Company.
Accordingly, the Company has requested the suspension of the
listing of its shares on the Standard Segment of the Official List,
and trading on the Main Market has been suspended with effect from
7:30 a.m. today, pending the publication of a prospectus and the
application by the Company to have its enlarged share capital
listed on the Standard Segment of the Official List and admitted to
trading on the Main Market.
The Company will provide further update on the Acquisition in
due course.
Dean Gallegos, the Managing Director of Mustang Energy, said:
"The chance to participate in Enerox represents an exciting
opportunity for our stakeholders, thanks to Enerox's research and
development initiatives in the energy storage sector, and its
state-of-the-art vanadium-based technology. We are delighted to
have reached this agreement with the principals involved and look
forward to working with them to conclude an RTO which we believe
will be value-enhancing for our stakeholders to participate in and
have exposure to a much-needed solution within the green energy
field. The board will continue to explore further investments in
the energy storage value chain and renewable energy projects
development space in line with its recently articulated
strategy."
ENQUIRIES
For further information, please visit www.mustangplc.com ,
follow us on Twitter @Mustang_Plc , or contact:
Mustang Energy PLC
Dean Gallegos, Managing Director
dg@mustangplc.com
+61 416 220 007
The information contained within this announcement is deemed by
the Company to constitute inside information for the purposes of
Article 11 of The Market Abuse (Amendment) (EU Exit) Regulations
2019 (SI 2019/310). Upon publication of this announcement, this
inside information is now considered to be in the public
domain.
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.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
SUSPPURPCUPGUQM
(END) Dow Jones Newswires
April 27, 2021 02:31 ET (06:31 GMT)
Mustang Energy (LSE:MUST)
Historical Stock Chart
From Mar 2024 to Apr 2024
Mustang Energy (LSE:MUST)
Historical Stock Chart
From Apr 2023 to Apr 2024