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Schedule One - Alexander Mining Plc

20 Dec 2019 10:00

RNS Number : 6437X
AIM
20 December 2019
 

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

COMPANY NAME:

 

Alexander Mining Plc (to be renamed eEnergy Group plc on Admission) (the "Company" or "Alexander Mining")

 

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :

 

Registered Office: Salisbury House, London Wall, London EC2M 5PS

 

Trading address: 1-3 The Green, Malahide, County Dublin, Ireland

 

COUNTRY OF INCORPORATION:

 

England and Wales

 

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

 

Currently: www.alexandermining.com

 

From Admission: www.eenergyplc.com

 

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

 

On 25 September 2019, the Company announced that it intended to dispose of its wholly owned subsidiary, MetaLeach Limited, and make an acquisition which constituted a reverse takeover under Rule 14 of the AIM Rules. On 29 November 2019, the Company announced that it was seeking a suspension of trading in its shares on AIM and was seeking to acquire the entire issued share capital of eLight Group Holdings Limited ("eLight") and, inter alia, undertake a placing, share consolidation, disposal of MetaLeach and change of name to eEnergy Group plc, subject to shareholder approval.

 

Following Admission, the main countries of operation will be UK and Ireland.

eLight is an "Energy Efficiency as a Service" Republic of Ireland registered company which provides commercial customers with immediate energy and cost reductions with zero upfront investment by delivering Light-as-a-Service. eLight had revenues of approximately €4.5 million and loss before tax of approximately €1.6 million in the period to 30 June 2019.

eLight has built a strong position in the UK and Ireland, offering customers the ability to switch to LED lighting technology without capital investment, improve the quality of their lighting and reduce their carbon footprint. eLight's service agreements provide customers with a fully maintained solution for the term of the agreement.

The monthly energy savings which are unlocked are more than the monthly service fee, so customers generate immediate positive cash flow in addition to reducing their carbon footprint.

Energy efficiency upgrades are typically capital intensive, which has traditionally acted as a barrier for organisations looking to reduce their energy consumption. eLight removes these barriers with its service agreement-based business model. The market in the EU for energy efficiency services in 2017 was approximately €25 billion and is expected to double by 2025.

eLight can also provide customers with LED lighting installation services under a traditional "supply and install" service.

eLight's use of performance-insured contracts for its customers and partnerships with providers of project finance in the UK and the Eurozone enables it to generate positive cashflows upon completion of an installation, with no residual credit exposure to the customer under the service agreement.

eLight has secured contracts directly with certain of the world's leading technology manufacturers, bypassing distributors and wholesale channels to ensure a competitive advantage for its projects, and is in negotiations with a leading green and clean technology funding partner to obtain a dedicated fund for its energy service agreements.

 

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

 

Number of New Ordinary Shares of 0.3 pence each to be admitted following consolidation:

 

New Ordinary Shares: 130,926,167

 

Issue price per new ordinary share: 7.5 p

 

All of the Company's AIM securities will be freely transferable.

 

No ordinary shares will be held as treasury shares on Admission to AIM.

 

CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

Capital to be raised on admission: £2 million

 

Anticipated market capitalisation on admission: £9.8 million

 

 

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

 

41.9%

 

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED:

 

None

 

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

 

Existing Directors:

Alan Mitchell Clegg - Non-Executive Chairman

Martin Lovatt Rosser - Chief Executive Officer

James Snaddon Bunyan - Non-Executive Deputy Chairman

Dr Nigel John Burton - Non-Executive Director

 

Proposed Directors:

 

David William Nicholl - Non-Executive Chairman

Harvey Ian Sinclair - Chief Executive Officer

Richard ("Ric") Mark Williams - Chief Financial Officer

Andrew Robin Lawley - Non-Executive Director

Dr Nigel John Burton - Non-Executive Director

 

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

 

Shareholder

% Holding pre Admission

% Holding post Admission

Hawk Investments Holdings Ltd

11.41

9.93

Mr Kevin Byrne

4.13

0.97

Dr Simon Gibeon

4.13

0.97

Dr Nigel John Burton

3.14

0.35

Harvey Sinclair (CEO)

-

15.77

Ian McKenna (MD Ireland)

-

15.77

Stella Murphy (Founder investor)

-

14.56

David Nicholl (Chairman)

-

10.03

Marian Rainey

3.97

 

 

 

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

The following persons have received from the Company within twelve months preceding the Company's application for Admission fees totalling £10,000 or more:

 

Wrays;

Nicholas Welham;

Druces LLP; and

John A Getty

 

(i) ANTICIPATED ACCOUNTING REFERENCE DATE

(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)

(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

 

(i) 30 June.

 

(ii) 30 June 2019.

 

(iii) 30 June 2020, 31 December 2020, 31 March 2021

 

EXPECTED ADMISSION DATE:

 

9 January 2020

 

NAME AND ADDRESS OF NOMINATED ADVISER:

 

Cairn Financial Advisers LLP

Cheyne House

Crown Court

62-63 Cheapside

EC2V 6AX

 

NAME AND ADDRESS OF BROKER:

 

Turner Pope Investments (TPI) Ltd

8 Frederick's Place

London

EC2R 8AB

 

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

 

Cairn Financial Advisers LLP

Cheyne House

Crown Court

62-63 Cheapside

EC2V 6AX

 

The admission document will contain full details about the applicant and the admission of its securities

 

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

 

QCA Corporate Governance Code

 

DATE OF NOTIFICATION:

 

20 December 2019

 

NEW/ UPDATE:

 

New

 

 

 

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
 
 
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