RE: Value of BE holding in VRFB-H12 Jul 2023 12:49
Sistersoffate.
(Part 1)
Based upon MUST RNSs it is clear that whilst there have been considerable delays they are working slowly through the list of conditions below necessary to progress with the Garnet Acquisition and beyond.
I would imagine FCA approval of prospectus is a bit of an unknown in timing. Other than delays there is no suggestion that the deal will not progress.
Worth noting that BE carve out is linked to this deal, hence delays there too.
MUST RNS 12 April 2023 conditions for Garnet Acquisition:
“The Garnet Acquisition is conditional upon, inter alia:
1. The publication of a prospectus by the Company, having been approved by the Financial Conduct Authority, and readmission of the Company's enlarged issued share capital to the Official List (by way of Standard Listing under Chapter 14 of the Listing Rules) and to trading on the London Stock Exchange's Main Market for listed securities ("Readmission").
2. The Company having obtained the relevant authorities (if any) to issue and allot to Garnet the Consideration Shares and any shares which may become issuable under the Garnet CLNs (the "CLN Shares") (and waive any applicable rights of pre-emption in respect of such shares).
3. If required, the issue of the Consideration Shares and/or the CLN Shares having been approved by the Company's independent shareholders in accordance with The City Code on Takeovers and Mergers (the "Takeover Code"), and The Panel having waived any obligation on any applicable party to make a general offer under Rule 9 of the Takeover Code.
4. The approval of the Federal Ministry of Labour and Economic Affairs of the Austrian Government regarding the proposed change of control of Enerox. By way of brief background, a Foreign Direct Investment regime was introduced in Austria in 2020, which aims to protect foreign investment into sectors relating to national security or public order (including energy related matters). An application for approval of the transaction has been made and a formal response is expected within the next 30 days.
5. The Company raising a minimum of US$15.0 million at the time of Readmission.”
MUST RNS 2 May 2023:
“Dean Gallegos, Managing Director, said: "Significant work has been undertaken by the Company and its counterparties and stakeholders to reach this point. We now have a clear path forward to continue to progress our readmission application with the FCA, which is well advanced, and our discussions with potential investors. I would like to thank our noteholders and shareholders for their understanding and patience to get to this point."