TIDMORCP
RNS Number : 6389I
Oracle Power PLC
12 August 2019
12 August 2019
Oracle Power PLC
("Oracle" or "the Company")
Equity Placing of GBP500,000 at 0.25p per Ordinary Share
Oracle Power PLC (AIM:ORCP), the UK energy developer of a
combined lignite coal mine and mine mouth power plant located in
the south-eastern Sindh Province of Pakistan (Thar Block VI),
announces that it has raised GBP500,000 before costs by way of a
placing, with new and existing investors, of 200,000,000 new
ordinary shares of 0.1p each in the Company ("Ordinary Shares")
(the "Placing Shares") at a price of 0.25p per Ordinary Share (the
"Placing Price") (the "Placing").
In addition, the subscribers in the Placing will be issued with
one warrant for each Placing Share subscribed for (the "Placing
Warrants"). The issue of shares pursuant to the exercise of the
Placing Warrants requires the approval of the Company's
shareholders at a duly convened general meeting (the "Warrant
Approval"), for which the Company will post a circular to
shareholders in due course. The Placing is not conditional on the
Warrant Approval. Each warrant is exercisable at a price of 0.50p
(a premium of 100% to the Placing Price) for a period of 24 months
from the date of admission of the Placing Shares to trading on AIM
("Admission").
As part of the Placing, Brandon Hill Capital Limited ("Brandon
Hill"), Neal Griffith and Oliver Stansfield (both directors of
Brandon Hill and together the "Brandon Hill Group") have agreed to
subscribe for, in aggregate, 45,437,808 Placing Shares,
representing a cash subscription of GBP113,594.52. On Admission,
the Brandon Hill Group will be interested in 328,781,090 Ordinary
Shares representing, in aggregate, 22.53 per cent. of the Company's
issued share capital as enlarged by the Placing. A further
11,072,618 shares are held by Brandon Hill's parent company, Optima
Worldwide Group plc, representing, on Admission, 0.76 per cent. of
the Company's then issued share capital.
In addition, as part of the commission arrangements for acting
as joint broker to the Placing, Brandon Hill will be issued with a
further 9,000,000 warrants, exercisable at 0.25p per share for a
period of 24 months ("Broker Warrants"), and a cash commission of
approximately GBP22,500 (the "Brandon Hill Commission
Arrangements"). Following the issue of the Broker Warrants and the
Placing Warrants, the Brandon Hill Group will be interested in, in
aggregate, 85,210,916 warrants.
In addition, as part of the commission arrangements for acting
as joint broker to the Placing, Shard Capital have been issued
1,000,000 Broker Warrants. The issue of shares pursuant to the
exercise of any Broker Warrants is not conditional on the Warrant
Approval.
The proceeds of the Placing will be used in part to repay the
outstanding Loan Facility (as announced on 30 May 2019) with
Brandon Hill of GBP100,000 principal and GBP1,594.52 interest. Upon
repayment, the Loan Facility will be terminated by mutual consent
and the Company will have no material debt. The remainder of the
proceeds are expected to provide the Company with short-term
working capital and allow the continuation of ongoing and
collectively funded pre-development project work with Oracle's
Chinese partners, Beijing Jingneng Power Company Limited and
PowerChina International Group Limited, following the Memorandum of
Understanding entered into on 19 December 2018, the pre-development
funding plan announced on 31 January 2019, and the updates
announced on 27 March 2019 and 5 June 2019.
In addition, as part of the Placing, certain directors of the
Company have agreed to subscribe for, in aggregate, 16,400,000
Placing Shares, on the same terms as subscribers in the Placing, as
follows:
Shareholding Participation Shareholding Interest
before the in the following in Oracle
Placing Placing Placing on
Admission
Mark
Steed 2,100,000 12,000,000 14,100,000 0.97%
--------------------------------- ---------------------------------- --------------------------------- ------------------------------
Andreas
Migge - 4,400,000 4,400,000 0.30%
--------------------------------- ---------------------------------- --------------------------------- ------------------------------
Accordingly, Mr Steed and Mr Migge will be issued with
12,000,000 and 4,400,000 warrants respectively.
Related party transactions
The Brandon Hill Group is a substantial shareholder of the
Company. Accordingly, the participation of the Brandon Hill Group
in the Placing and the Brandon Hill Commission Arrangements
(together the "Brandon Hill Transactions") constitute related party
transactions pursuant to Rule 13 of the AIM Rules for Companies. In
addition, the participation of certain directors in the Placing
constitutes a related party transaction pursuant to Rule 13 of the
AIM Rules for Companies (the "Directors' Participation").
Naheed Memon, independent director, having consulted with the
Company's nominated adviser, Strand Hanson Limited, considers that
the terms of the Brandon Hill Transactions and the Directors'
Participation are fair and reasonable insofar as its shareholders
are concerned.
Naheed Memon, CEO of Oracle, said:
"We are pleased to confirm this equity placing, as it will
strengthen the Company's balance sheet and provide working capital
for project furtherance as we move forward with our Chinese
partners.
"The Block VI development in Thar is of material significance
not only to Oracle but also to Pakistan in general, evidenced by
its inclusion in the Priority List of the China Pakistan Economic
Corridor.
"The Company will keep shareholders updated on both its
operational and corporate progress."
Settlement and dealings
Application will be made for the Placing Shares to be admitted
to trading on AIM. Dealings in the Placing Shares on AIM are
expected to commence at 8:00am on or around 14 August 2019.
Following Admission, for the purposes of the Financial Conduct
Authority's Disclosure Guidance and Transparency Rules ("DTRs"),
Oracle will have 1,459,468,634 Ordinary Shares in issue with voting
rights attached (one vote per Ordinary Share). The Company does not
hold any shares in treasury. This figure of 1,459,468,634 Ordinary
Shares may be used by the Company's shareholders as the denominator
for the calculations by which they will determine if they are
required to notify their interest in, or a change in their interest
in, the share capital of the Company under the Financial Conduct
Authority's Disclosure and transparency Rules.
The information contained within this announcement is deemed to
constitute inside information as stipulated under the Market Abuse
Regulations (EU) No. 596/2014. Upon the publication of this
announcement, this inside information is now considered to be in
the public domain.
For further information please contact:
Oracle Power PLC +44 (0) 203 580
Naheed Memon 4314
Strand Hanson Limited (Nominated Adviser) +44 (0) 20 7409
Rory Murphy, James Harris, Jack Botros 3494
Brandon Hill Capital Limited (Joint Broker) +44 (0) 203 463
Oliver Stansfield 5000
Shard Capital (Joint Broker) +44 (0) 20 7186
Damon Heath 9952
PDMR Notifications
The notifications below are made in accordance with the
requirements of MAR.
1. Details of the persons discharging managerial responsibilities
/ person closely associated
a) Name 1. Mark Steed
2. Andreas Migge
------------------------------- --------------------------------------------------
2. Reason for the notification
-----------------------------------------------------------------------------------
a) Position/status 1. Non-Executive Chairman
2. Non-Executive Director
------------------------------- --------------------------------------------------
b) Initial notification Initial notification
/ amendment
------------------------------- --------------------------------------------------
3. Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
-----------------------------------------------------------------------------------
a) Name Oracle Power plc
------------------------------- --------------------------------------------------
b) LEI 213800KTG8HX1WBCAA49
------------------------------- --------------------------------------------------
4. Details of the transaction(s): section to be repeated for
(i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions
have been conducted
-----------------------------------------------------------------------------------
a) Description of the Ordinary Shares of 0.1p each
financial instrument,
type of instrument
------------------------------- --------------------------------------------------
Identification code GB00B23JN426
------------------------------- --------------------------------------------------
b) Nature of the transaction Placing of Ordinary Shares
------------------------------- --------------------------------------------------
c) Price(s) and volume(s) Share Price (GBX) Volume(s)
1. 0.25 pence 1. 12,000,000
2. 0.25 pence 2. 4,400,000
-------------------
------------------------------- --------------------------------------------------
d) Aggregated information N/A
- Aggregated volume
- Price
------------------------------- --------------------------------------------------
e) Date of the transaction 12 August 2019
------------------------------- --------------------------------------------------
f) Place of the transaction AIM, London Stock Exchange
------------------------------- --------------------------------------------------
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
IOEPBMMTMBJBTBL
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August 12, 2019 02:00 ET (06:00 GMT)
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