13 Jan 2023 07:00
This announcement contains inside information for the purposes of the retained UK version of the EU Market Abuse Regulation (EU) 596/2014 ("UK MAR").
13 January 2023
Applied Graphene Materials plc
("Applied Graphene Materials", the "Company" or the "Group")
Update on strategic review and other matters
The Board provides the following update in relation to the ongoing strategic review and other matters.
Strategic Review
The Company, in conjunction with Alvarez & Marsal Europe LLP as financial adviser, is continuing its discussions with various parties that have submitted non-binding indicative proposals for either the sale of the Group's trade and assets or of the shares in the Company's main operating subsidiary.
The Board had initially sought non-binding indicative proposals from interested parties with a view to completing a transaction by 31 January 2023. Completing a transaction on a solvent basis will, in all likelihood, require shareholder approval in a general meeting, as well as other regulatory approvals. Discussions with interested parties are ongoing and the Board is seeking to select a preferred party with whom to enter into legally binding contractual terms by 31 January 2023. The completion of any transaction will only take effect once those shareholder and regulatory approvals have been obtained and this will not take place before 31 January 2023.
The Board has also previously notified that 31 January 2023 would be the date on which the Group's working capital position is expected to become fully depleted. The Board has reviewed the Group's projected cash flows further and taken mitigating action where appropriate to reduce costs and maintain liquidity beyond 31 January 2023.
The Board now believes that, without any further funding (including, for example, any interim funding that, in all likelihood, will be required to progress a transaction with a preferred party to completion), the Company's available working capital will become fully depleted by 28 February 2023.
As previously disclosed, the Board continues to take action to seek to protect the financial position of the Company, its shareholders and creditors in the event that the strategic review does not achieve a satisfactory result. In parallel with the strategic review, the process of statutory redundancy consultations with the Group's employees announced on 23 November 2022 is ongoing.
Current discussions with interested parties may be altered or terminated at any time and, accordingly, there can be no certainty that any final proposals will be made, nor as to the terms on which any such final proposals may be made.
Annual Report and Accounts for the year ended 31 July 2022
The Board continues to work with its auditors, RSM UK Audit LLP, with a view to publishing the Company's annual report and accounts for the year ended 31 July 2022 ("FY22") by 31 January 2023, being the deadline for publication stipulated under the AIM Rules for Companies.
If the FY22 annual report and accounts are not published by the deadline, the Company's ordinary shares of two pence each ("Ordinary Shares") will be suspended from trading on AIM with effect from 1 February 2023 pending publication of the Company's FY22 annual report and accounts.
OTCQX Best Market US listing
The Ordinary Shares have, since 29 July 2021, also traded on the OTCQX Best Market in the United States. In order to reduce costs and continue to provide a facility for US-based shareholders to freely trade the Ordinary Shares, the Company has elected for its Ordinary Shares to be traded on the OTCQB Venture Market under the ticker symbol APGMF with effect from 17 January 2023.
The Board will continue to provide further updates as appropriate.
For further information, please contact:
Applied Graphene Materials +44 (0) 1642 438 214
Adrian Potts, Chief Executive Officer
David Blain, Chief Financial Officer
Alvarez & Marsal Europe LLP +44 (0) 784 107 2042
Alex Baird abaird@alvarezandmarsal.com
Singer Capital Markets (Nominated Adviser and Joint Broker) +44 (0) 207 496 3000
Peter Steel / Oliver Platts
Allenby Capital Limited (Joint Broker) +44 (0) 203 328 5656
Nick Athanas / Dan Dearden-Williams (Corporate Finance)
Hudson Sandler +44 (0) 207 796 4133
Nick Lyon / Emily Dillon