("AMP", the "Group" or the "Company")
Proposed PlacingAggregated Micro Power Holdings plc (AIM: AMPH), a distributed energy company specialising in the sale of wood fuels and the financing and installation of distributed energy projects including biomass boiler ESCOs (Energy Supply Contracts), stand by power generation and battery storage facilities, today announces that it proposes to raise up to £3.7 million (before expenses) through the placing of up to 3,781,044 new ordinary shares of 0.5 pence each in the capital of the Company (the "Placing Shares") at a price of 98.5 pence (the "Placing Price") per Placing Share (the "Placing").
Summary of the PlacingPlacing to raise gross proceeds of up to £3.7 million at a price of 98.5 pence per Placing Share
Placing by way of accelerated bookbuild
Books are open with immediate effect and will close at the discretion of finnCap Ltd ("finnCap") and Whitman Howard Limited ("Whitman Howard")
Premium of approximately 1.0 per cent. to the closing mid-market price of 97.5 pence per Ordinary Share on 2 November 2017
AMP is expecting to generate turnover of over £30 million in the year to 31 March 2018
The net proceeds of the Placing (expected to be up to £3.5 million) are expected to be used as follows:
- Working capital | £700,000 | Following the recently announced acquisitions of the wood pellet assets and customer base of CPL Distribution Limited ("CPL") and Billington Bioenergy Limited ("Billingtons"), the Company will use some of the proceeds of the Placing for working capital ahead of the winter heating season |
- Balance sheet strengthening | £300,000 | Following the acquisitions of CPL and Billingtons, the Company will use some of the proceeds to strengthen the cash position of the Company |
- Incubex fundraising | £1,500,000 | Participation in potential Incubex fundraising |
- Grid Balancing - Capacity Market Collateral and Grid Deposits | £1,000,000 | AMP has assembled a pipeline of grid balancing and storage assets which it is seeking to fund with third party finance. This funding will provide AMP with a working capital facility to develop further projects when the current pipeline reaches financial close |
finnCap is acting as nominated adviser and broker in connection with the Placing. Whitman Howard is acting as bookrunner in connection with the Placing.
The Placing, by way of accelerated bookbuild, will be launched immediately following the release of this announcement and will be made available to eligible new and existing institutional investors.
The Company has entered into a placing agreement with finnCap and Whitman Howard (the "Placing Agreement") on customary terms and conditions pursuant to which, subject to the conditions set out in the placing agreement, finnCap and Whitman Howard have agreed to use their reasonable endeavours to procure placees for the Placing Shares at the Placing Price.
The number of Placing Shares will be determined by finnCap and Whitman Howard in consultation with the Company at the close of the bookbuild and the book will close at the discretion of finnCap and Whitman Howard. The completion of the Placing will be announced as soon as practicable.
The Company has agreed to pay finnCap and Whitman Howard certain placing commissions together with reimbursement of certain costs and expenses incurred in connection with the Placing.
The Placing is subject to the terms and conditions set out in the appendix (the "Appendix") to this announcement (which forms part of this announcement, such announcement and the Appendix together being, this "Announcement"). The Placing is not underwritten.
By choosing to participate in the Placing and by making an oral and/or written legally binding offer to acquire Placing Shares, investors will be deemed to have read and understood this Announcement in its entirety, including the Appendix, and to be making such offer on the terms and subject to the conditions contained herein and to be making the representations, warranties, undertakings and acknowledgements contained in the Appendix to this Announcement.
The Placing Shares, when issued, will represent approximately 9.6 per cent. of the Company's existing issued share capital. The Placing Price of 98.5 pence per Placing Share represents a premium of approximately 1.0 per cent. to the closing mid-market price of 97.5 pence per Ordinary Share on 2 November 2017, being the latest practicable date prior to the publication of this Announcement.
The Placing Shares, when issued, will be fully paid and will rank pari passu in all respects with the existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of issue.
Application will be made for the Placing Shares to be admitted to trading on the AIM market ("AIM") of London Stock Exchange plc (the "London Stock Exchange"), ("Admission").
Settlement and Admission for the Placing Shares is expected to take place by 8.00 a.m. on 10 November 2017. The Placing is conditional on, among other things, Admission becoming effective and the Placing Agreement not being terminated in accordance with its terms.
The Appendix sets out further information relating to the Placing and the terms and conditions of the Placing.
This Announcement should be read in its entirety. In particular, you should read and understand the information provided in the "Important Notices" section of this Announcement.
ContactsAggregated Micro Power Holdings plc | 020 7382 7800 |
Neil Eckert, Executive Chairman Richard Burrell, CEO Helene Crook, Investor Relations | |
Haggie Partners Peter Rigby / Brian Norris | 020 7562 4444 |
finnCap Ltd Ed Frisby/Simon Hicks (Corporate Finance) Stephen Norcross/Sultan Awan (Corporate Broking) | 020 7220 0500 020 7220 0513 |
Whitman Howard Limited Nick Lovering/Francis North (Corporate Finance) | 020 7659 1234 |
The AMP Group was established to develop, own and operate renewable energy generating facilities. It specialises in the sale of wood fuels and in the installation of distributed energy projects. AMP's wholly owned subsidiary Forest Fuels sells high quality wood chip and wood pellet to end customers throughout the UK, while its projects division installs biomass boiler and biomass CHP systems for a wide range of applications and customers. AMP is also active in developing projects for stand-by power generation and battery storage facilities which aim to balance the transmission grid at times of peak demand. www.ampplc.co.uk
Important InformationThis Announcement or any part of it does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States of America (including its territories and possessions, any state of the United States of America and the District of Columbia), Canada, Australia, the Republic of South Africa, Japan or any other jurisdiction
in which the same would be unlawful. No public offering of the Placing Shares is being made in any such jurisdiction.
All offers of the Placing Shares will be made pursuant to an exemption under the Prospectus Directive from the requirement to produce a prospectus. In the United Kingdom, this Announcement is being directed solely at persons in circumstances in which section 21(1) of the Financial Services and Markets Act 2000 (as amended) (the "FSMA") does not apply.
The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence in the United States. The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada, no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; the relevant clearances have not been, and will not be, obtained for the South Africa Reserve Bank or any other applicable body in the Republic of South Africa in relation to the Placing Shares and the Placing Shares have not been, nor will they be, registered under or offering in compliance with the securities laws of any state, province or territory of Australia, Canada, Japan or the Republic of South Africa. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction outside the United Kingdom.
Aggregated Micro Power Holdings plc published this content on 03 November 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 03 November 2017 12:23:01 UTC.
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