Path Investments plc Update on Acquisition (2917S)
July 07 2020 - 9:00AM
UK Regulatory
TIDMPATH
RNS Number : 2917S
Path Investments plc
07 July 2020
7 July 2020
Path Investments plc
("Path" or the "Company")
Update on Acquisition of DT Ultravert and Kansas Nitrogen
Reserves
Path Investments plc (TIDM: PATH) , the energy and natural
resources investment company, is pleased to provide an update on
the progress of its agreement with Zoetic International PLC
("Zoetic"), to acquire its 75% ownership of its patented
proprietary technology, DT Ultravert ("DTU"), and the acquisition
of its Kansas Nitrogen Reserves, its associated leases and
equipment (together the "Transaction").
Further to the announcement dated 22 June 2020, Path has held a
number of discussions with the Financial Conduct Authority ("FCA").
The result of those discussions is that it has been concluded that
the Transaction is a reverse takeover under the Listing Rules and
the current suspension on the Standard Segment of the Official List
and on the Main Market of the London Stock Exchange will continue
pending publication of a prospectus. The process of producing the
required prospectus is underway and on publication of a prospectus
the existing listing will be cancelled and the Ordinary Shares
re-admitted to trading ("Readmission").
Following further discussions with Zoetic, the consideration for
the Transaction has been slightly adjusted. This will now be
satisfied by the issue by Path to Zoetic of 15,000,000 warrants to
subscribe for ordinary shares in Path at any time from the first to
the third anniversaries following completion at an exercise price
of 0.75 pence per share, together with 15,000,000 warrants to
subscribe for ordinary shares in Path at any time from the first to
the third anniversaries following completion at an exercise price
of 1.5 pence per share.
Additionally, Path has agreed to pay, in perpetuity, to Zoetic a
royalty equal to 6% of all gross revenues derived from DTU,
accruing from receipt of first revenues, although not payable until
12 months thereafter. Royalty payments will be settled quarterly,
with payments being made at the end of the quarter in which Path
earns revenue. For the avoidance of doubt, Path has no obligation
to make a payment to Zoetic unless it has received the revenue
payment from its own customers. Royalty payments due until the
fifth anniversary of completion, at Path's discretion, may be
settled as to 50 per cent. by the issue of new ordinary shares in
Path, in which case the value of those ordinary shares will be
based on the volume weighted average price over the 10 business
days prior to the date of issue. Thereafter payments due will be
settled in cash.
Zoetic will enter into an orderly marketing agreement in respect
of any exercise of warrants for a period of 12 months from the date
of completion which will have been issued as consideration for the
Transaction.
Completion of the Transaction is expected to occur during the
next week, and a further announcement will be made when completion
occurs.
Commenting, Christopher Theis CEO of Path, said: "We are
naturally disappointed by the outcome of our discussions with the
FCA, but we are pressing ahead with the preparations for the
publication of a prospectus. Meanwhile we look forward to the
completion of the Transaction over the coming week and getting to
work with our new colleagues in Colorado."
This announcement contains inside information for the purposes
of Article 7 of Regulation (EU) 596/2014
For further information please contact:
Path Investments plc C /O IFC
Christopher Theis
IFC Advisory (Financial PR & IR) 020 3934 6630
Tim Metcalfe
Zach Cohen
Grant Thornton UK LLC (Financial Adviser)
Samantha Harrison
Harrison Clarke 020 7383 5100
Keith, Bayley, Rogers & Co. Limited (Broker)
07776 30 22
Brinsley Holman 28
07506 43 41
Graham Atthill-Beck 07
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contact rns@lseg.com or visit www.rns.com.
END
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