Last checked at 7 Sep 2020 12:28
This announcement contains inside information for the purposes of Article 7 of Regulation (EU) 596/2014.
7 September 2020
Active Energy Group Plc
('Active Energy', 'AEG' or the 'Company')
Result of General Meeting
Completion of Placing and Share Capital Reorganisation
Total Voting Rights
Active Energy, the international biomass based renewable energy business, is pleased to announce that at the General Meeting held earlier today, all Resolutions proposed were duly passed.
Details of the proxy votes received in relation to each of the Resolutions are as follows:
Resolution |
Votes For |
Votes Against |
Discretionary Votes |
Withheld |
1) Share Capital Reorganisation | 341,342,929 | 6,846,961 | Nil | Nil |
2) Amendments to Articles of Association | 341,342,929 | 6,846,961 | Nil | Nil |
3) Authority to issue and allot Placing Shares | 341,342,929 | 6,846,961 | Nil | Nil |
4) Approval to issue and allot New Ordinary Shares | 341,342,929 | 6,846,961 | Nil | Nil |
5) Disapplication of pre-emption rights (Placing Shares) | 341,342,929 | 6,846,961 | Nil | Nil |
6) Disapplication of pre-emption rights (New Ordinary Shares) | 341,342,929 | 6,846,961 | Nil | Nil |
Completion of Placing
The Resolutions include those necessary to implement the Placing to raise a total of £1.510 million (before expenses), which the Company announced on 20 August 2020.
Share Capital Reorganisation
Following the passing of the Resolutions, the Company's 1,287,536,163 Existing Ordinary Shares will be sub-divided into one New Ordinary Share of 0.01p and one Deferred Share of 0.99p.
The Deferred Shares will not be admitted to trading on AIM, will have only very limited rights on a return of capital and will be effectively valueless and non-transferable. The Directors consider that the Deferred Shares will have no effect on the respective economic interests of the Shareholders. No share certificates will be issued for the Deferred Shares. It is currently intended that, in due course and as set out in the Amended Articles of Association, the Deferred Shares will be re-purchased by the Company, at its sole discretion, for an aggregate consideration of £1 and be cancelled.
Director's Shareholdings
Four Directors subscribed for an aggregate of 4,000,000 Placing Shares at the Placing Price pursuant to the Placing. Following the Share Capital Reorganisation and Admission, whether direct or indirect, of the Directors and their families (within the meaning set out in the AIM Rules) in the New Ordinary Shares of the Company and the existence of which is known to or could, with reasonable diligence, be ascertained by the Directors, are as follows:
| Prior to Placing | Following Admission | ||
Director | Interest in Existing Ordinary Shares | No. of Placing Shares subscribed for | Interest in New Ordinary Shares at Admission | Percentage of Enlarged Share Capital |
Michael Rowan* | 7,486,250 | 1,000,000 | 8,486,250 | 0.55 |
Antonio Esposito | 2,000,000 | - | 2,000,000 | 0.13 |
James Leahy | 3,000,000 | 1,000,000 | 4,000,000 | 0.26 |
Jason Zimmermann | 961,500 | 1,000,000 | 1,961,500 | 0.13 |
Max Aitken | - | 1,000,000 | 1,000,000 | 0.07 |
* Mr Rowan obtained the regulatory consent to participate in the Placing.
Admission to AIM and Total Voting Rights
Dealings on AIM in the Existing Ordinary Shares will cease at the close of business on 7 September 2020. Application has been made for the admission of 1,539,202,843 New Ordinary Shares (comprising 1,287,536,163 New Ordinary Shares in issue immediately following the Share Capital Reorganisation, along with 251,666,680 Placing Shares) to trading on AIM. It is expected that Admission will take place and that trading in the New Ordinary Shares will commence, at 8.00 a.m. on 8 September 2020. No application will be made for admission of the Deferred Shares to trading on AIM nor will any such application by made to any other exchange.
Following Admission, there will be a total of 1,539,202,843 New Ordinary Shares in issue. The Company does not hold any shares in treasury. Consequently, 1,539,202,843 is the figure which may be used by Shareholders as the denominator for the calculation by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.
This announcement should be read in conjunction with the full text of the circular dated 20 August 2020 (the "Circular"), published in connection with the Placing and capitalised terms used but not otherwise defined in this announcement bear the meanings ascribed to them in the Circular.
ENDS
Enquiries:
Website |
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www.aegplc.com | www.linkedin.com/company/activeenergy
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Enquiries | ||
Active Energy Group Plc | Michael Rowan Chief Executive Officer Antonio Esposito Chief Operations Officer
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SP Angel Corporate Finance LLP Nominated Adviser and Broker
| David Hignell / Caroline Rowe | Office: +44 (0)20 3470 0470 |
Allenby Capital Limited Joint Broker | Amrit Nahal / David Worlidge | Office: +44 (0)20 3328 5656 |
Camarco Financial PR Adviser | Gordon Poole / Tom Huddart / Emily Hall | aeg@camarco.co.uk Office: +44 (0) 20 3757 4980 |
About Active Energy:
Active Energy Group plc is a London quoted (AIM: AEG) renewable energy company that has developed a proprietary technology which transforms low-cost biomass material into high-value green fuels. Its patented product CoalSwitch™ is the world's only drop-in biomass fuel that can be mixed at any ratio with coal or completely replace coal in existing coal-fired power stations without requiring plant modification. Active Energy Group's immediate strategic focus is the production and commercialisation of CoalSwitch™ and a low emission CoalSwitch™ blend that utilises other waste materials.