TIDMORCP
RNS Number : 9737U
Oracle Power PLC
28 November 2019
28 November 2019
Oracle Power PLC
("Oracle", the "Company" or the "Group")
Investment by the Private Office of His Highness Sheikh Ahmed
Bin Dalmook Al Maktoum
Proposed Fundraise of GBP700,000
Directors' Dealing
Related Party Transactions
Oracle, the UK energy developer of a combined lignite mineral
resource and mine mouth power plant located in the Thar desert in
the south-east of Sindh Province, Pakistan, is pleased to announce
that the private office of Sheikh Ahmed Bin Dalmook Al Maktoum (the
"Investor") has agreed to invest an aggregate of GBP500,000 towards
a placing to raise gross proceeds of GBP700,000 (the "Placing"),
arranged by Brandon Hill Capital Limited ("Brandon Hill Capital"),
at a price of 0.25p per share (the "Issue Price"). The Placing will
be conducted in two stages with the second stage subject to
shareholder approval at a general meeting of the Company to be
convened in due course.
Subject to shareholder approval, the Investor will hold
200,000,000 shares in the Company. In addition, also subject to
shareholder approval at a general meeting, the Investor will be
issued with 300,000,000 warrants exercisable at the Issue Price for
a period of two years ("Placing Warrants"). Upon a successful
completion of both stages of the Placing, the Investor will have a
holding of approximately 11.5% of the Company's issued share
capital (as enlarged by the Placing). In the event the Investor
elects to exercise all of its warrants, it would result in an
enlarged holding of approximately 22.3% of the Company's then
enlarged issued share capital (assuming no other issue of new
ordinary shares).
Background to the Investment
The investment by the Investor is regarded by Oracle as an
important investment and follows a recent update by the Company
that its flagship Block VI has been included in a proposed new
initiative between the governments of Pakistan and China with
respect to gasification of coal into fertilizer projects.
The Investor has a broad portfolio of investments in the natural
resources sector and the Company believes this experience should
significantly aid Oracle in moving its projects forward.
Further details on the Placing
In addition to the Investor's commitment, subject to shareholder
approval, the Company has raised a further GBP200,000 pursuant to
the Placing. This includes subscriptions of GBP40,000 by the
Company's CEO, Naheed Memon, and GBP10,000 by the Company's
Chairman, Mark Steed. In aggregate the subscriptions will result in
the issue of, 80,000,000 new ordinary shares. Ms Memon and Mr Steed
will, subject to shareholder approval, be granted 24,000,000
Placing Warrants and 6,000,000 Placing Warrants respectively
(together, the "Director Warrants").
The net proceeds of the Fundraise will be utilised for general
working capital purposes as the Company progresses activities in
Pakistan.
The Placing will be completed in two stages. The first stage
comprises the issue of 100,000,000 new ordinary shares to the
Investor at the Issue Price (the "First Stage"), which will utilise
the Company's existing authorities to allot shares for cash. The
second stage will comprise the issue of 100,000,000 new ordinary
shares to the Investor and 80,000,000 new ordinary shares to the
remaining investors as outlined above (the "Second Stage"). In
order to issue the shares associated with the Second Stage and the
warrants, including those warrants announced herein and the
200,000,000 warrants with an exercise price of 0.5p per share
announced on 12 August 2019 (the "August Warrants"), the Company
will need to obtain shareholder approval to issue shares for cash
at a duly convened general meeting. Accordingly, a circular will be
posted to shareholders in due course.
Related party transactions
The participations of Naheed Memon and Mark Steed in the Placing
and the proposed issue of the Director Warrants, as directors of
the Company, constitute related party transactions pursuant to Rule
13 of the AIM Rules for Companies. Accordingly, the independent
director (being Andreas Migge) considers, having consulted with the
Company's nominated adviser, Strand Hanson Limited, that the terms
of Ms Memon's and Mr Steed's participation in the Placing
(including receiving Director Warrants) are fair and reasonable
insofar as the Company's shareholders are concerned.
In its capacity as broker to the Placing, the Company will pay
cash fees of GBP35,000 and, subject to shareholder approval, issue
14,000,000 warrants to Brandon Hill (exercisable at 0.25p for a
period of two years) (the "Broker Warrants") (taken together, the
"Brandon Hill Fees"), which, together with its connected entities,
is a substantial shareholder of the Company. In addition, Neal
Griffith and Oliver Stansfield, Directors of Brandon Hill and
existing Oracle shareholders, have agreed to subscribe for
GBP15,000 each in the Second Stage (the "Brandon Hill
Subscriptions") and accordingly, subject to shareholder approval,
will each be issued with 9,000,000 Placing Warrants (together with
the Brandon Hill Subscriptions, the "Brandon Hill
Participation").
The payment of the Brandon Hill Fees and the Brandon Hill
Participation constitute related party transactions pursuant to
Rule 13 of the AIM Rules for Companies. Accordingly, the
independent director (being Andreas Migge) considers, having
consulted with the Company's nominated adviser, Strand Hanson
Limited, that the terms of the payment of the Brandon Hill Fees and
the Brandon Hill Participation are fair and reasonable insofar as
the Company's shareholders are concerned.
Admission and total voting rights
Application will be made to the London Stock Exchange plc for
the 100,000,000 First Stage shares to be admitted to trading on AIM
("Admission"). Dealings in the First Stage shares on AIM are
expected to commence at 8:00 a.m. on or around 2 December 2019.
Following Admission, for the purposes of the Financial Conduct
Authority's Disclosure Guidance and Transparency Rules, Oracle will
have 1,559,468,634 ordinary shares in issue with voting rights
attached (one vote per share). The Company does not hold any shares
in treasury. This figure of 1,559,468,634 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.
As detailed above, the Company will be seeking shareholder
approval for, inter alia, the issue of the 180,000,000 Second Stage
shares, the 420,000,000 Fundraise Warrants and the 200,000,000
August Warrants, at a duly convened general meeting, for which a
circular will be posted to shareholders in due course.
An application for Admission of the Second Stage shares to
trading on AIM will be made in due course, with Admission expected
to take effect shortly after conclusion of the general meeting to
be convened.
Naheed Memon, CEO of Oracle, commented:
"We are honoured and delighted to welcome His Highness Sheikh
Ahmed Bin Dalmook Al Maktoum as a shareholder in Oracle. His
extensive network and global relationships are expected to help the
Company as it seeks to unlock the inherent value of Block VI and
its sizeable coal resources.
As stated previously, Oracle is engaged in ongoing discussions
with other State-Owned Enterprises in both Pakistan and China which
have expressed a willingness to provide financial and technical
support in the event Block VI was included in a coal gasification
to fertiliser initiative, which has now been acknowledged by both
governments. Following today's announcement, the Company will now
seek to advance these discussions towards a positive
conclusion.
We believe this is a truly exciting time for the Company and I
look forward to updating the market on subsequent
developments."
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 Notification Form
1. Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Naheed Memon
-------------------------------- ------------------------------------------
2. Reason for the Notification
----------------------------------------------------------------------------
a) Position/status CEO of the Company
-------------------------------- ------------------------------------------
b) Initial notification/amendment Initial notification
-------------------------------- ------------------------------------------
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 Financial Ordinary Shares of 0.1p each
instrument, type of instrument
-------------------------------- ------------------------------------------
Identification code GB00B23JN426
-------------------------------- ------------------------------------------
b) Nature of the Transaction Purchase of ordinary shares in the
Company
-------------------------------- ------------------------------------------
c) Price(s) and volume(s) Share Price (GBX) Volume
0.25p 16,000,000 ordinary
shares
--------------------
0.25p 24,000,000 warrants
--------------------
-------------------------------- ------------------------------------------
d) Aggregated information N/A
* Aggregated volume
* Price
-------------------------------- ------------------------------------------
e) Date of the transaction 28 November 2019
-------------------------------- ------------------------------------------
f) Place of the transaction AIM, London Stock Exchange
-------------------------------- ------------------------------------------
1. Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Mark Steed
-------------------------------- -----------------------------------------
2. Reason for the Notification
---------------------------------------------------------------------------
a) Position/status Chairman of the Company
-------------------------------- -----------------------------------------
b) Initial notification/amendment Initial notification
-------------------------------- -----------------------------------------
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 Financial Ordinary Shares of 0.1p each
instrument, type of instrument
-------------------------------- -----------------------------------------
Identification code GB00B23JN426
-------------------------------- -----------------------------------------
b) Nature of the Transaction Purchase of ordinary shares in the
Company
-------------------------------- -----------------------------------------
c) Price(s) and volume(s) Share Price (GBX) Volume
0.25p 4,000,000 ordinary
shares
-------------------
0.25p 6,000,000 warrants
-------------------
-------------------------------- -----------------------------------------
d) Aggregated information N/A
* Aggregated volume
* Price
-------------------------------- -----------------------------------------
e) Date of the transaction 28 November 2019
-------------------------------- -----------------------------------------
f) Place of the transaction AIM, London Stock Exchange
-------------------------------- -----------------------------------------
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulations (EU) No. 596/2014.
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
IOEGIBDBRGDBGCI
(END) Dow Jones Newswires
November 28, 2019 03:10 ET (08:10 GMT)
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