TIDMNCCL
RNS Number : 0380H
Ncondezi Energy Limited
21 November 2022
News Release
Placing
21 November 2022: Ncondezi Energy Limited ("Ncondezi" or the
"Company") (AIM: NCCL) is pleased to announce that it has raised a
total of GBP520,000 before expenses by way of a placing and
subscriptions (the "Fundraise") .
Highlights
-- Raised a total of GBP520,000 before expenses via the issue of
80,000,000 ordinary shares of no par value ("Ordinary Shares") in
the Company ("Fundraise Shares") at a price of 0.65 pence per
Ordinary Share (the "Placing Price")
-- Scott Fletcher, a Non Executive Director of the Company, has
subscribed for 15,936,000 Ordinary Shares in the Fundraise for a
total of GBP103,584. Following the Fundraise, Scott Fletcher will
be beneficially interested in 97,759,020 Ordinary Shares,
representing approximately 19.92 per cent. of the Company's
enlarged issued share capital.
-- Michael Haworth, the Non Executive Chairman of the Company,
has subscribed for 3,264,000 Ordinary Shares in the Fundraise for a
total of GBP21,216. Following the Fundraise, Michael Haworth will
be beneficially interested in 20,023,462 Ordinary Shares,
representing approximately 4.08 per cent. of the Company's enlarged
issued share capital.
-- For each Fundraise Share subscribed for participating
investors will receive a non-transferable warrant to subscribe for
an Ordinary Share with an exercise period of eighteen months from
their date of issue and exercisable at a price of 1.3 pence per
Ordinary Share (the "Fundraise Warrants"). The issue of the
Fundraise Warrants is conditional upon the approval of certain
shareholder resolutions at the Company's next Annual General
Meeting (the "AGM") and the Placing is not conditional upon the
issue of the Fundraise Warrants.
-- The Company has also agreed to issue 3,040,000 warrants to
subscribe for an Ordinary Share with an exercise period of eighteen
months from their date of issue and exercisable at the Placing
Price (the "Broker Warrants"). The issue of the Broker Warrants is
conditional upon the approval of certain shareholder resolutions at
the Company's AGM.
-- In addition to the Fundraise, certain contractors and
consultants to the Company have agreed in principle for
approximately GBP71,767 in deferred fees to be satisfied by the
issue of 4,184,987 Ordinary Shares (the "Fee Shares"). Of the
deferred amount, GBP18,750 is to be satisfied by the issue of
Ordinary Shares at the Placing Price, GBP11,000 is to be satisfied
by the issue of Ordinary Shares at 3.0p and GBP42,017 is to be
satisfied by the issue of Ordinary Shares at 4.5p. The issuing of
the Fee Shares is conditional upon the approval of certain
shareholder resolutions at the Company's AGM and entering into
definitive agreements for the subscription for the Fee Shares.
The Company will use the net proceeds of the Fundraise for
general working capital purposes. The net proceeds together with
the Company's existing cash resources are expected to cover
corporate costs to deliver on the next set of milestones for the
Company's solar photovoltaic ("PV") and Battery Energy Storage
System ("BESS") project in Tete, Mozambique (the "Solar Project"),
namely reaching agreement on a transmission connection solution
with Mozambique authorities and confirming power demand from
potential off takers. Subject to the Shareholder Loan being
extended and restructured and subject to shareholder approval of
the rights to issue shares under the Convertible Loan announced on
16 September 2022, the net proceeds will provide the Company with
the required working capital until at least April 2023
Ncondezi Chief Executive Officer, Hanno Pengilly said:
"Today's announcement ensures that the company has the cash
resources to focus on unlocking further value at its 300MW solar PV
project following positive results from the recently announced
feasibility study which have confirmed a technically viable and
economically attractive opportunity for shareholders.
We look forward to providing further updates in due course."
Placing
The Company has raised gross proceeds of GBP520,000 before
expenses, through a conditional placing and subscription of
80,000,000 Ordinary Shares at a price of 0.65 pence per Ordinary
Share.
As part of the Fundraise, for each new Ordinary Share subscribed
for the placee or subscriber will receive a non-transferable
Fundraise Warrant to subscribe for an Ordinary Share with an
exercise period of eighteen months and exercisable at a price of
1.3 pence per Ordinary Share. The issue and exercise of the Placing
Warrants into Ordinary Shares is conditional upon shareholder
approval of the relevant resolutions to grant the directors
authority to allot shares and disapplying pre-emption rights at the
forthcoming AGM expected to be held later this year. It is expected
that the relevant resolutions will be passed but there is no
certainty that they will be and the Fundraise is not conditional
upon the issue of the Fundraise Warrants. A total of 80,000,000
Fundraise Warrants will be issued. The Placing Warrants will not be
listed and will be exercisable at any time for a period of eighteen
months year from their date of issue following the AGM.
Application will be made for the admission of the Fundraise
Shares to trading on AIM ("Admission"), with Admission expected to
take place on or around 5 December 2022. Completion of the Placing
is conditional upon, inter alia, Admission taking place. The
Fundraise Shares will rank pari passu in all respects with the
existing Ordinary Shares of the Company.
The Placing was arranged by Novum Securities Limited pursuant to
a placing agreement entered into with them. In connection with the
Placing, the Company has also agreed to issue 3,040,000 warrants
over Ordinary Shares to a nominee of Novum Securities Ltd ("Novum")
("Broker Warrants"). Each Broker Warrant entitles the holder to
subscribe for one Ordinary Share at the Placing Price and will be
exercisable at any time for a period of eighteen months from the
date of their issue following the AGM. The issue and exercise of
the Broker Warrants into new Ordinary Shares is also conditional on
shareholder approval of the relevant resolutions to grant the
directors authority to allot shares and disapplying pre-emption
rights at the forthcoming AGM expected to be held later this
year.
Director Subscriptions
Scott Fletcher, a Non Executive Director of the Company, has
subscribed for 15,936,000 Ordinary Shares in the Fundraise for a
total of GBP103,584. Following the Fundraise, Scott Fletcher will
be beneficially interested in 97,759,020 Ordinary Shares,
representing approximately 19.92 per cent. of the Company's
enlarged issued share capital.
Michael Haworth, the Non Executive Chairman of the Company, has
subscribed for 3,264,000 Ordinary Shares in the Fundraise for a
total of GBP21,216. Following the Fundraise, Michael Haworth will
be beneficially interested in 20,023,462 Ordinary Shares,
representing approximately 4.08 per cent. of the Company's enlarged
issued share capital.
Related Party Transaction
Scott Fletcher and Michael Haworth's participations in the
Fundraise and the Fundraise Warrants constitute related party
transactions for the purposes of AIM Rule 13. Accordingly, the
independent directors for the purposes of the related party
transactions, being all of the Company's directors other than Scott
Fletcher and Michael Haworth, consider, having consulted with
Liberum Capital Limited, the Company's Nominated Adviser, the terms
of the Fundraise and the Fundraise Warrants to be fair and
reasonable insofar as the Company's shareholders are concerned.
Further proposed subscriptions
In addition to the Fundraise, certain contractors and
consultants to the Company have agreed in principle for
approximately GBP71,767 in deferred fees to be satisfied by the
issue of 4,184,987 Ordinary Shares. Of the deferred amount,
GBP18,750 is to be satisfied by the issue of Ordinary Shares at the
Placing Price, GBP11,000 is to be satisfied by the issue of
Ordinary Shares at 3.0p and GBP42,017 is to be satisfied by the
issue of Ordinary Shares at 4.5p. The issuing of the Fee Shares is
conditional upon the approval of certain shareholder resolutions at
the Company's AGM and entering into definitive agreements for the
subscription for the Fee Shares.
Voting Rights
Following Admission, the Company's issued share capital will
comprise of 490,714,119 ordinary shares of no par value ("Ordinary
Shares"), of which a total of 2,869,840 Ordinary Shares are held in
treasury.
Therefore the number of shares in issue carrying voting rights
will be 487,844,279 and this figure may be used as the denominator
for the calculations by which they will determine if they are
required to notify their interest in, or a change to their interest
in, the Group under the Financial Conduct Authority's Disclosure
and Transparency Rules.
Enquiries
For further information please visit www.ncondezienergy.com or
contact:
Ncondezi Energy Hanno Pengilly +27 (0) 71 362 3566
Liberum Capital Limited Scott Mathieson, Edward Thomas, +44 (0) 20 3100
NOMAD & Joint Broker Kane Collings 2000
Novum Securities
Limited +44 (0) 20 7399
Joint Broker Colin Rowbury 9427
Pimlico Advisory
Ltd +44 (0) 777 56 55
Investor Relations Elizabeth Johnson 927
The notification below is made in accordance with the
requirements of the EU Market Abuse Regulation.
1 Details of the person discharging managerial responsibilities / person closely associated
a) Name Scott Fletcher
--------------------------------------------- ---------------------------------------------------------------
2 Reason for the notification
--------------------------------------------------------------------------------------------------------------
a) Position/status Non-Executive Director
--------------------------------------------- ---------------------------------------------------------------
b) Initial notification /Amendment Initial notification
--------------------------------------------- ---------------------------------------------------------------
3 Details of the issuer, emission allowance market participant, auction platform, auctioneer
or auction monitor
--------------------------------------------------------------------------------------------------------------
a) Name Ncondezi Energy Limited
--------------------------------------------- ---------------------------------------------------------------
b) LEI 2138003W75PP9STE9J18
--------------------------------------------- ---------------------------------------------------------------
4 Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii)
each type of transaction; (iii) each date; and (iv) each place where transactions have been
conducted
--------------------------------------------------------------------------------------------------------------
a) Description of the financial instrument, Ncondezi Energy Limited o rdinary shares of no par value
type of instrument
Identification code VGG640631039
b) Nature of the transaction Fundraising
--------------------------------------------- ---------------------------------------------------------------
c) Price(s) and volume(s)
------------------- ---------------------------------------
Price(s) Volume(s)
------------------- ---------------------------------------
1. 0.65p 1. 15,936,000
---------------------------------------------------------------------- ---------------------------------------
d) Aggregated information
- Aggregated volume 15,936,000
- Price 0.65p
e) Date of the transaction 21/11/2022
--------------------------------------------- ---------------------------------------------------------------
f) Place of the transaction London Stock Exchange, AIM
--------------------------------------------- ---------------------------------------------------------------
1 Details of the person discharging managerial responsibilities / person closely associated
a) Name Michael Haworth
--------------------------------------------- ---------------------------------------------------------------
2 Reason for the notification
--------------------------------------------------------------------------------------------------------------
a) Position/status Non-Executive Director
--------------------------------------------- ---------------------------------------------------------------
b) Initial notification /Amendment Initial notification
--------------------------------------------- ---------------------------------------------------------------
3 Details of the issuer, emission allowance market participant, auction platform, auctioneer
or auction monitor
--------------------------------------------------------------------------------------------------------------
a) Name Ncondezi Energy Limited
--------------------------------------------- ---------------------------------------------------------------
b) LEI 2138003W75PP9STE9J18
--------------------------------------------- ---------------------------------------------------------------
4 Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii)
each type of transaction; (iii) each date; and (iv) each place where transactions have been
conducted
--------------------------------------------------------------------------------------------------------------
a) Description of the financial instrument, Ncondezi Energy Limited o rdinary shares of no par value
type of instrument
Identification code VGG640631039
b) Nature of the transaction Fundraising
--------------------------------------------- ---------------------------------------------------------------
c) Price(s) and volume(s)
-------------------- --------------------------------------
Price(s) Volume(s)
-------------------- --------------------------------------
2. 0.65p 2. 3,264,000
----------------------------------------------------------------------- --------------------------------------
d) Aggregated information
- Aggregated volume 3,264,000
- Price 0.65p
e) Date of the transaction 21/11/2022
--------------------------------------------- ---------------------------------------------------------------
f) Place of the transaction London Stock Exchange, AIM
--------------------------------------------- ---------------------------------------------------------------
The information contained within this announcement in relation
to the proposed Placing and Subscriptions is deemed by the Company
to constitute inside information as stipulated under the Market
Abuse Regulation ("MAR"). Upon the publication of this announcement
via Regulatory Information Service ("RIS"), this inside information
is now considered to be in the public domain. If you have any
queries on this, then please contact Hanno Pengilly, Chief
Executive Officer of the Company (responsible for arranging release
of this announcement) on +27 (0) 71 362 3566.
About Ncondezi Energy
Ncondezi is an African power development company focused on the
development of renewable and baseload energy solutions at its
concession located in the Tete Province, northern Mozambique.
The Company is focused on providing reliable and affordable
energy to Mozambique to meet growing energy demands. Our projects
support Mozambique's energy strategy of universal electricity
access by 2030. According to the World Bank, only 30% of the
Mozambican population had access to energy in 2017. Our projects
would provide reliable and available power helping to close the
infrastructure gap of the region and serving as a catalyst for
economic development.
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
IOEGRBDBIDDDGDB
(END) Dow Jones Newswires
November 21, 2022 02:30 ET (07:30 GMT)
Solgenics (LSE:SGN)
Historical Stock Chart
From Jun 2024 to Jul 2024
Solgenics (LSE:SGN)
Historical Stock Chart
From Jul 2023 to Jul 2024