THIS
ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF
REGULATION 11 OF THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS
2019/310
8 October
2024
Milton Capital Plc
("Milton" or the "Company")
Potential Acquisition & Suspension
of Listing and Trading
Milton Capital Plc, the London-listed cash
shell whose business is identifying potential reverse takeover
opportunities, is pleased to provide the following
update.
As previously announced, following the
appointment of new management, Milton has been running an active
business development programme. Over the course of the past
year, the Company has reviewed many acquisition opportunities.
Following extensive due diligence, Milton is now pleased to
announce that it has executed a Non-Binding Term Sheet
("HoT") and Exclusivity
Agreement ("EA") in respect
of one such opportunity (the "Potential
Acquisition").
Milton and Horizon Energy Global
Corporation (the "Vendor") have entered
into the HoT and EA with the purpose of
negotiating and completing a Share Purchase
Agreement in respect of certain subsidiary companies of the Vendor
which include certain assets held by them in-line with the agreed
HoT ("Target Companies").
The EA covers the period to 31 January 2025.
The Vendor, a global energy transition company,
wishes to separate its European assets from its core
North American domestic business and believes a business
combination with Milton will provide its shareholders with the best
opportunity to progress these assets. Milton's board
believes that the assets held by the Target Companies represent an
outstanding opportunity with high prospectivity.
Milton's executive team will lead the enlarged
group supported by non-executive directors from both the Vendor and
Milton. The management team of the combined enterprise will be
supplemented by the Vendors' well-regarded and
experienced UK-based technical team.
The nature of the transaction would constitute
a reverse takeover (RTO) of Milton and it is currently envisaged,
if the Potential Acquisition proceeds, that the enlarged group will
seek admission to trading on AIM.
It should be noted, whilst thought achievable,
the Potential Acquisition will be conditional on a number of
conditions precedent, some that are outside the control of
either board.
Suspension of
Ordinary Shares
Due to the nature of the Potential Acquisition,
it will constitute an initial transaction under the UK Listing
Rules since, inter alia, it will result in a fundamental change in
the business of the Company.
The Company has therefore requested to the FCA
that the listing of its Ordinary Shares on the FCA Official List is
suspended with effect from 07:30 a.m. today under Rule 21.3 of the
UK Listing Rules, until completion of Potential Acquisition, or it
being announced that the Potential Acquisition will not
proceed.
As the Potential Acquisition constitutes an
initial transaction under the UK Listing Rules, on completion of
the Potential Acquisition, the Company's listing on the Equity
Shares (Shell) category of the Official List of all existing
Ordinary Shares will be cancelled. As noted above, the
Company intends that the enlarged group will be listed on
AIM.
The Company will provide further information on
the Potential Acquisition in due course.
This announcement contains information which,
prior to its disclosure, was inside information for the purpose of
the Market Abuse Regulation (as in force in the United
Kingdom).
Enquiries:
Milton
Capital
Edward Dawson, Chief Executive
Officer
Tel: +44 (0)20 7390 0236 (via Vigo
Consulting)
Peterhouse
Capital Limited (Financial Adviser)
Brefo Gyasi / Guy Miller
Tel: +44 (0)20 7469 0930
Vigo
Consulting (Investor Relations)
Ben Simons / Finlay Thomson
Tel: +44 (0)20 7390 0236
Website: https://www.milton-capital.co.uk/