1 July 2024
This announcement contains inside information for the purposes
of Article 7 of Regulation (EU) No 596/2014 as it forms part of UK
domestic law by virtue of the European Union (Withdrawal) Act 2018
("MAR").
Libertine Holdings
PLC
("Libertine" the "Company" or
the "Group")
Financing
Update
Change of Name of Nominated
Adviser and Broker
The board of directors of Libertine Holdings
PLC (LSE AIM: LIB), a developer of Linear Generator technology,
provides an update regarding the Proposed Investment further to its
announcement on 20 June 2024 ("Announcement").
The Company and the Equity Investors
have now concluded their due diligence. The Company has
consequently entered into conditional subscription agreements with
each of the Equity Investors which, further to the previous
Announcement, is for a total investment of £2.0 million at 1.5
pence per Ordinary Share in the Company ("Proposed Investment").
The Equity Investors are expected to deposit funds into an escrow
account in the coming days. Subject to the receipt of such funds
into an escrow account the Company intends to publish a circular to
shareholders and convene a general meeting in order to meet
conditions set out in this announcement.
The Proposed Investment would result in the
issue of, in aggregate, up to 133,333,332 Ordinary Shares to the
Equity Investors ("Subscription Shares") which would result in the
Equity Investors holding up to c.49% of the enlarged issued share
capital of the Company, absent any additional equity
raise.
The Equity Investors are Corporate
International Financial Services Limited ("CIFSL"), based in New
Delhi, India, and Reliant FZCO, based in Dubai, UAE. CIFSL was
founded in India in 1994 and specialises in asset-backed lending
and investments in green energy, fintech, education and
hospitality. Reliant FZCO was founded in 2021. The Equity Investors
believe that their strategic partnership with Libertine presents an
opportunity for all parties to further mutual interests in the
development and growth of Linear Generator technology in key global
regions.
The Proposed Investment, if successful and
received in full, would provide the Company with sufficient funding
to approximately June 2025. The Company
may seek to conduct a further raise potentially from new and
existing investors to provide it with additional
working capital beyond this point. Notwithstanding
this position, the Company believes it will still likely require
additional funds beyond June 2025 for further working capital
purposes, given the Company is not expecting to achieve a breakeven
position in this timeframe.
The Proposed Investment is subject
to, amongst other things: (i) receipt of funds in an escrow
account; (ii) the Takeover Panel agreeing to waive the obligation
under Rule 9 of the City Code on Takeovers and Mergers ("Takeover
Code") to make a mandatory offer for the entire issued share
capital of the Company, subject to the approval of the independent
shareholders; and (iii) the Company obtaining the necessary
shareholder authorities at a general meeting of shareholders of the
Company to issue the Subscription Shares.
Should the Proposed Investment not
complete as planned by mid-July 2024 the Board may seek short-term
funding from existing investors to support the cancellation of
admission of the Company's ordinary shares to trading on AIM and
re-registration as a private limited company in order to attempt to
undertake a solvent wind down of the Company. A further
announcement will be made in due course.
Defined terms in this announcement bear the same meanings as
in the announcement published by the Company on 20 June 2024 unless
otherwise indicated.
Change of Name of Nominated Adviser and
Broker
The Company also announces that its
Nominated Adviser and Broker has changed its name to Panmure
Liberum Limited following completion of its own corporate
merger.
For
more information, please visit www.libertine.co.uk
or
contact:
Libertine Holdings PLC
|
via
Tavistock
|
Sam Cockerill, Chief Executive
Officer
|
|
Gareth Hague, Chief Financial
Officer
|
|
|
|
Panmure Liberum (NOMAD and Broker)
|
+44 20
7886 2500
|
James Sinclair-Ford
|
|
Dougie McLeod
|
|
Hugh Rich (Corporate Broking)
|
|
Rauf Munir
|
|
|
|
Tavistock (Public Relations and Investor
Relations)
|
+44 207
920 3150
|
Rebecca Hislaire
|
libertine@tavistock.co.uk
|
Saskia Sizen
|
|
|
|
About Libertine
Founded in 2009, Libertine provides
technology platform solutions for Original Equipment Manufacturers
("OEMs"), enabling efficient and clean power generation from
renewable fuels, and more effective energy storage devices and gas
compressor systems. Libertine was admitted to trading on the AIM
market of the London Stock Exchange in December
2021.
Libertine has created two technology
platforms, each using the same core technology elements, which the
Company provides to its OEM customers for their development of
Linear Generator and Linear Motor products:
- The intelliGEN™ platform
enables the creation of clean, highly efficient and fuel-flexible
Linear Generator products including:
• Heavy-duty hybrid powertrains of trucks, buses, tractors,
construction and mining equipment;
• Medium
and light-duty hybrid powertrains of commercial vehicles operating
over longer distances;
• A
proportion of the passenger automotive market where vehicle use and
recharging constraints are a barrier to battery electrification;
and
• A wide
range of off-grid, portable power and distributed power generation
applications.
- The HEXAGENTM
platform enables more effective energy storage, thermal power
generation, waste heat recovery and gas compression products
including:
•
Stirling Engine power generators and thermal energy storage
systems;
•
Linear motor reciprocating compressor (LMRC) systems for hydrogen
refuelling stations; and
•
Organic Rankine Cycle waste heat recovery systems.
These two platforms are a result of
over a decade of development and performance validation of
Libertine's proprietary core technology elements including its
linear electrical machines, controls and developer tools, and are
protected by a broad international portfolio of over 40 granted
patents, with multiple further patents pending protecting recent
developments.
The potential market for Linear
Generator products goes well beyond the distributed power
generation applications where Linear Generators are already in
commercial use today, complementing intermittent renewable power
with clean, on-demand power generation. Linear Generators also have
the potential to complement battery electrification in hybrid
powertrains, providing on-board power generation to address the
practical and economic barriers to rapid adoption of clean electric
propulsion using battery electric powertrain technology
alone.
Working with OEMs from an early stage in the development cycle
ensures Libertine's technology is effectively integrated into OEM
products, maximising the performance and economic benefits provided
by Libertine's platform technology. Libertine has developed a
portfolio of over 30 granted patents in addition to a significant
body of technical know-how generated since the Company's formation.
The Company's senior management team and board includes executives
with decades of deep technical experience in the automotive and
energy industries.