07:00 Thu 05 Dec 2019
Oracle Power PLC - Posting of Circular and Notice of General Meeting
("Oracle", the "Company" or the "Group")
Posting of Circular and Notice of General Meeting
Oracle, the
The Circular contains Notice of the General Meeting that will be held at the offices of Brandon Hill,
The Letter from the Chairman of the Company, Expected Timetable of Principal Events and Placing Statistics have been extracted and included in this announcement below.
Unless the context requires otherwise, definitions used in this announcement will have the same meaning as ascribed to them in the Circular.
For further information please contact:
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+44 (0) 203 580 4314 |
Strand
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+44 (0) 20 7409 3494 |
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+44 (0) 203 463 5000 |
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+44 (0) 20 7186 9952 |
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.
Extracts from the Circular
Letter from the Chairman
Introduction
I am writing to you to convene a General Meeting which will be held at the offices of Brandon Hill,
The Company announced on
This Document sets out details of the Placing, explains why the Directors consider the Placing to be in the best interests of the Company and its Shareholders and why the Directors unanimously recommend that you vote in favour of the Resolutions to be proposed at the General Meeting, as they
intend so to do in respect of their own beneficial interests.
Background to and reasons for the Placing
As announced on
The 100,000,000 Firm Placing Shares were issued to the Investor, raising gross proceeds of
In addition to the Firm Placing, the Company has conditionally raised a further
The issue of the Firm Placing Shares used up the Directors' existing authorities to allot Ordinary Shares and disapply pre-emption rights under sections 551 and 570 of the Companies Act. Accordingly, the General Meeting is being convened to authorise the Directors to, inter alia, allot shares on a non-pre-emptive basis in order to issue the Conditional Placing Shares.
The investment by the Investor is regarded by Oracle as an important investment and follows a recent
update by the Company that its flagship Block VI has been included in a proposed new initiative between the governments of
In addition, the Company is engaged in ongoing discussions with other state-owned enterprises in both
Details of the Placing and the Placing Agreement
The Conditional Placing is conditional, inter alia, on the passing of the Placing Resolutions by the Shareholders at the General Meeting in order to authorise the Directors to issue Ordinary Shares for cash on a non-pre-emptive basis.
If the Placing Resolutions are passed, the Conditional Placing Shares are expected to be issued as soon as practicable after the General Meeting with Admission of the Conditional Placing Shares and commencement of dealings therein expected to occur at
If the Placing Resolutions are not passed, then the Conditional Placing will not complete and the Company will not receive the proceeds of the Conditional Placing, nor will the Placing Warrants and Broker Warrants be issued.
The Conditional Placing Shares will, if and when issued, rank in full for all dividends and other distributions declared, made or paid on the Ordinary Shares and otherwise rank pari passu in all respects with the Existing Ordinary Shares (including the Firm Placing Shares).
Assuming the issue of all of the Placing Shares, the Placing Shares will represent approximately 18.0 per cent. of the Existing Ordinary Shares.
The Placing Shares are not being made available to the public and none of the Placing Shares are being offered or sold in any jurisdiction where it would be unlawful to do so, including
In connection with the Placing, on
The Placing Agreement contains customary warranties from the Company in favour of Brandon Hill in relation to, inter alia, the accuracy of the information in this Document and other matters relating to the Company and its business. In addition, the Company has agreed to indemnify Brandon Hill in relation to certain liabilities they may incur in undertaking the Placing. Brandon Hill has the right to terminate the Placing Agreement in certain circumstances prior to Admission of the Conditional Placing Shares. In particular, Brandon Hill may terminate in the event that there has been a breach of any of the warranties, the conditions of the agreement have become incapable of fulfilment or for force majeure. The Placing is not being underwritten.
Directors' Participation in the Placing
As announced on
Warrants to be issued
In addition to the Placing Shares, the Company is conditionally issuing, in aggregate, 434,000,000 warrants to subscribe for new Ordinary Shares in connection with the Placing and, in aggregate, 210,000,000 warrants to subscribe for new Ordinary Shares in connection with the
The issue of the Placing Warrants and the Broker Warrants is conditional, inter alia, on the passing of Resolutions 1 and 4 by the Shareholders at the General Meeting. If Resolutions 1 and 4 are passed, the Placing Warrants and the Broker Warrants are expected to be issued immediately after the General Meeting.
The issue of the
The Warrants comprise the following issues:
Warrant Issue |
Amount |
Term* |
Exercise Price |
Placing Warrants |
420,000,000 |
2 years |
0.25p |
Broker Warrants |
14,000,000 |
2 years |
0.25p |
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200,000,000 |
2 years |
0.50p |
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10,000,000 |
2 years |
0.25p |
Total |
644,000,000 |
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* The warrant term will become effective following passing of Resolutions 1 and 2 for the Placing Warrants and the Broker Warrants and Resolutions 2 and 5 for the
Assuming the Resolutions are passed, the Company will have, in aggregate, warrants over 644,000,000 Ordinary Shares in issue, representing 37.0 per cent. of the Enlarged Share Capital. The exercise of the Warrants, in full, would result in the Company receiving cash proceeds of, in aggregate,
Related Party Transactions
As announced on
The Company will pay cash fees of
The payment of the Brandon Hill Fees and the Brandon Hill Participation constitute related party transactions pursuant to Rule 13 of the AIM Rules. The Directors consider, having consulted with the Company's nominated adviser,
Use of Proceeds
The net proceeds of the Placing, which are estimated to be
The exercise of Warrants, in full, would result in the Company receiving cash proceeds of, in aggregate,
Corporate Update
The Company will continue to pursue the development of a combined lignite mineral resource and mine mouth power plant located in Block VI of the Thar desert in the south east of Sindh province in
The Company is engaging in discussions with various state owned Chinese companies to provide finance and EPC services with regard to the above.
Finally, it should be noted that Block VI is the only block in the Thar desert that has the support of the
If the Placing Resolutions are not passed, the Company will only have sufficient funding for the near term and would be required to seek alternative funding for working capital purposes.
General Meeting
The Directors do not currently have the authority to issue the Conditional Placing Shares and the Warrants. Accordingly, the Conditional Placing and the grant of the Placing Warrants and the Broker Warrants is subject to Shareholders approving the Placing Resolutions and the grant of the
A Notice of General Meeting is set out at the end of this Document, convening the General Meeting to be held at
· Resolution 1 - this will be proposed as an ordinary resolution, and is tabled to authorise the Directors to allot the Conditional Placing Shares and Ordinary Shares to be issued upon any exercise of the Placing Warrants and the Broker Warrants;
· Resolution 2 - this will be proposed as an ordinary resolution, and is tabled to authorise the Directors to issue and allot Ordinary Shares to be issued upon any exercise of the
· Resolution 3 - this will be proposed as an ordinary resolution, and is tabled to authorise the Directors, conditional upon the passing of Resolution 1, to issue and allot Ordinary Shares representing approximately one third of the Enlarged Share Capital;
· Resolution 4 - this will be proposed as a special resolution, and is tabled to authorise the Directors, conditional upon the passing of Resolution 1, to disapply statutory pre-emption rights relating to the issue and allotment of the Ordinary Shares authorised pursuant to Resolution 1;
· Resolution 5 - this will be proposed as a special resolution, and is tabled to authorise the Directors, conditional upon the passing of Resolution 2, to disapply statutory pre-emption rights relating to the issue and allotment of the Ordinary Shares authorised pursuant to Resolution 2; and
· Resolution 6 - this will be proposed as a special resolution, and is tabled to authorise the Directors, conditional upon the passing of Resolution 3, to disapply statutory pre-emption rights relating to the issue and allotment equity securities for cash in connection with an issue or offer of equity securities and of Ordinary Shares representing up to approximately one third of the Enlarged Share Capital.
Importance of vote
If the Placing Resolutions are not passed by Shareholders, the Conditional Placing will not complete and the Company will not receive gross proceeds of
In addition, the Company will not be able to issue Placing Warrants and the Broker Warrants which would mean the Company may not be able to access further funding through the exercise of Placing and/or Broker Warrants.
Action to be taken
The issue of the Conditional Placing Shares, the grant of the Warrants, and the ability of the Company thereafter to issue Ordinary Shares require the passing of the Resolutions at the General Meeting.
Whether or not you propose to attend the General Meeting, you are requested to complete the Form of Proxy in accordance with the instructions printed thereon and return it, duly signed, together with any power of attorney under which it is executed, as soon as possible but in any event so as to arrive
not later than
Recommendation
The Directors consider that the Placing and the Resolutions are in the best interests of the Company and its Shareholders as a whole. The Directors draw Shareholders' attention to paragraph 10 above, which provides detail on the position of the Company should the Placing Resolutions not be passed. Accordingly, the Directors unanimously recommend the Shareholders to vote in favour of the Resolutions at the General Meeting as they intend to do in respect of their own beneficial holdings amounting, in aggregate, to 18,500,000 Ordinary Shares, representing approximately 1.19 per cent. of the Existing Ordinary Shares.
Yours faithfully,
Chairman
Expected Timetable of Principal Events
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Time and date |
Admission of the Firm Placing Shares
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Publication of the Circular
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Latest time and date for receipt of Forms of Proxy, CREST and online votes to be valid at the General Meeting
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General Meeting
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Admission and dealings in the Conditional Placing Shares expected to commence on AIM
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CREST stock accounts expected to be credited for the Conditional Placing Shares (where applicable)
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Despatch of definitive share certificates in respect of the Conditional Placing Shares in be held in certificated form |
by no later than |
All references are to
Information Service.
Placing Statistics
Placing Price
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Number of Existing Ordinary Shares
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1,559,468,634 |
Number of Placing Shares to be issued pursuant to the Conditional Placing
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180,000,000 |
Enlarged Share Capital
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1,739,468,634 |
Percentage of the Enlarged Share Capital represented by the Placing Shares
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16.1 per cent. |
Aggregate number of Warrants to be issued pursuant to the Resolutions
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644,000,000 |
Percentage of the Enlarged Share Capital represented by the Warrants
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37.0 per cent. |
Gross proceeds of the Firm Placing
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Gross proceeds of the Conditional Placing
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Aggregate gross proceeds of the Placing |
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