28 Mar 2018 07:00
Aggregated Micro Power Holdings plc
("AMP", the "AMP Group" or the "Company")
Incubex Fundraising
Aggregated Micro Power Holdings plc (AIM: AMPH), the specialist aggregator of distributed heat and power and renewable fuels, announces that Incubex, LLC, ("Incubex"), in which AMP has an existing 27.89% equity investment, is raising new funds by offering up to US$5m of Class B-1 Units in Incubex ("Units") at a pre-money valuation of US$50m (the "Fundraising").
AMP has committed to make an investment of up to £1.5m in the Fundraising. AMP's subscription in the Fundraise is subject to clawback in respect of any subscriptions from other existing Incubex shareholders. In the event of full participation from all other Incubex shareholders, AMP's subscription would be reduced to £1.3m. Participation by other existing Incubex shareholders in the Fundraising is expected to be confirmed shortly. Assuming a full US$5m Fundraising and an investment by AMP of £1.5m, AMP would hold 29.16% of the equity in Incubex.
This investment was outlined in AMP's placing announcement of 3 November 2017, which provided details of AMP's expected use of placing proceeds to include £1.5m for participation in a potential Incubex fundraising.
A major strategic investor has subscribed for US$1.65m* in the Fundraising and will be appointing a director to the Board of Incubex.
AMP's existing shareholding in Incubex was valued at £2.3m in AMP's balance sheet as at 30 September 2017 and therefore this Fundraising valuation is expected to result in a positive fair value adjustment to approximately £11.3m, which would be reflected in AMP's balance sheet as at 31 March 2018. Incubex is a privately owned early stage company whose shares are not traded on a stock exchange and therefore trading in these shares is considered illiquid.
Certain Directors of AMP who previously invested in Incubex will also participate in the Fundraising and their resultant shareholding in Incubex will be as follows:
Name | AMP Group Role | Fundraising participation | Resultant shareholding %*** |
Neil Eckert | Executive Chairman | $500,001.04** | 5.30 |
Sir Brian Williamson | Non-Executive Director | $11,501.82 | 0.23 |
Sir Laurie Magnus | Non-Executive Director | $10,362.00 | 0.14 |
* not subject to clawback
** subject to clawback
*** assuming a full US$5m Fundraising
Neil Eckert, Executive Chairman of AMP, is also Non-Executive Chairman of Incubex. It is expected that Sir Brian Williamson, Non-Executive Director of AMP, will join the Board of Incubex on completion of the Fundraising. AMP Directors Richard Burrell, Sir Nicholas Soames and Robert Bland remain shareholders in Incubex with resultant shareholdings, assuming a full US$5m Fundraising, of 0.42%, 0.25% and 0.09% respectively.
Related Party Transaction
The participation by AMP in the Fundraising (the "Transaction") is considered a related party transaction under the AIM Rules for Companies. The independent director, being Mark Tarry, considers, having consulted with finnCap Ltd, that the terms of the Transaction are fair and reasonable insofar as shareholders of the Company are concerned.
Richard Burrell, Chief Executive of Aggregated Micro Power Holdings plc, said:
"I am delighted to report the successful fundraise by Incubex. We are excited about the potential for Incubex and look forward to exploring ways to work more closely with them in future."
Contacts
Aggregated Micro Power Holdings plc 020 7382 7800
Neil Eckert, Executive Chairman
Richard Burrell, CEO
Helene Crook, Investor Relations
Haggie Partners 020 7562 4444
Peter Rigby / Brian Norris
finnCap Ltd 020 7220 0500
Ed Frisby / Simon Hicks (Corporate Finance)
Stephen Norcross / Sultan Awan (Corporate Broking)
About Aggregated Micro Power Holdings plc
The AMP Group was established to develop, own and operate renewable energy generating facilities. It specialises in the sale of wood fuels and in the installation of distributed energy projects. AMP's wholly owned subsidiary Forest Fuels sells high quality wood chip and wood pellet to end customers throughout the UK, while its projects division installs biomass boiler and biomass CHP systems for a wide range of applications and customers. AMP is also active in developing projects for stand-by power generation which aim to balance the transmission grid at times of peak demand.
www.ampplc.co.uk
The information communicated in this announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No. 596/2014.
About IncubEx
IncubEx is an incubator for exchange traded products, services, and technology solutions. At its core, IncubEx is a product and business development firm. The company works in conjunction with its global exchange partner, European Energy Exchange (EEX) and other leading service providers and stakeholders to design and develop new financial products in global environmental, reinsurance, and related commodity markets. The company has a specific focus on innovation and continuous improvement of products and services, including technology, trading solutions, and operational efficiencies. The IncubEx team is comprised of former key Climate Exchange executives and is uniquely positioned to capture these opportunities with its partners. The company was founded in 2016 and currently has offices in Chicago and London.
www.theincubex.com