LIB Libertine Holdings Plc

31 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

The board of directors of Libertine Holdings PLC (LSE AIM: LIB), a developer of Linear Generator technology, provides an update regarding the Proposed Investment.

The Company has entered into a bridging loan agreement ("Bridging Loan Agreement") with Reliant FZCO with the aim of supporting the finalisation of the Proposed Investment. Under the terms of the Bridging Loan Agreement, Reliant FZCO will provide 2 tranches of £110,000 to the Company's UK bank account. The first tranche is expected to be received on 16 August 2024 and the second tranche is expected to be received on 14 September 2024, for a total of £220,000 ("Loan Amount"), unsecured and interest free, to support the working capital requirements of the Company.

Further to the Company's announcement on 1 July 2024, it is intended that the conditional subscription agreement entered into between the Company and Corporate International Financial Services Limited will be terminated. Instead, as detailed in the Bridging Loan Agreement, it is intended that Reliant FZCO and the Company will vary the terms of their original conditional subscription agreement ("Original Subscription Agreement") to increase Reliant FZCO's subscription from £1 million to £2 million on the same terms ("Proposed Investment").

The Bridging Loan shall be repayable in full 30 days following the date of the payment of the Proposed Investment. The Company expects the payment received pursuant to the Proposed Investment will be reduced by the quantum of the Loan Amount. For the avoidance of doubt, the total aggregate funding expected to be received by the Company pursuant to the Bridging Loan Agreement and the Proposed Investment, is £2 million.

It is intended that Reliant FZCO will remit the Proposed Investment (less the Loan Amount) before the end of September 2024 to a third party UK escrow account. This is subject to the Company and Reliant FZCO entering into an agreement to vary the terms of the Original Subscription Agreement. 

For the avoidance of doubt, as at the time of this announcement, neither the Loan Amount nor Proposed Investment has been received. The Company will provide an announcement upon receipt of the first tranche of the Loan Amount.

Subject to the receipt of the £2 million subscription, less the Loan Amount, the Company intends to publish a circular to shareholders ("Circular") and convene a general meeting in order to meet the conditions of the Proposed Investment as set out further in this announcement.

The Proposed Investment would result in the issue of up to 133,333,333 Ordinary Shares to Reliant FZCO ("Subscription Shares") which would result in Reliant FZCO holding up to c.49% of the enlarged issued share capital of the Company, absent any additional equity raise.

As previously announced, the Proposed Investment is subject to, amongst other things: (i) receipt of funds into the Company's UK bank account or into a third party UK 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 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 the shareholders of the Company to issue the Subscription Shares.

Given the Company's current financial situation and the timing uncertainty around the receipt of funds the Board still plans to engage an insolvency practitioner to seek advice on the appropriate next steps. Given the ongoing uncertainty regarding the Group's financial position trading in the Company's ordinary shares on AIM continues to be suspended.

Defined terms in this announcement bear the same meanings as in the announcement published by the Company on 29 July 2024 unless otherwise indicated.

For more information, please visit www.libertine.co.uk or contact:

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 HEXAGEN^TM 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.