ENGI.L Regulatory News (ENGI)

16 February 2017

Energiser Investments plc 

('Energiser' or the 'Company')

Trading Update, Notice of General Meeting and Grant of Options

Summary

· The last available residential unit at the Kingswood, Surrey development has been reserved for sale at £725,000

· The Company's portfolio of 20 residential properties in Wellingborough, Northants is being considered for sale

· A number of potential transaction opportunities are under review

· Notice of General Meeting to provide the Directors with headroom to raise additional funds

· Grant of options to Chief Executive

Trading Update

The Company is pleased to announce progress in a number of areas relating to its investment and portfolio strategy.

Existing Investment Assets

Energiser, through its lending subsidiary, supplied a mezzanine loan to a company that was to build 12 residential units. The Company is pleased to learn that the last remaining unit at the site has now successfully been reserved for sale at a price of £725,000. This sale will repay all partners in the loan investment and deliver a profit to Energiser.

The asset plan at the 20 residential units in Wellingborough, Northamptonshire has been to increase rental income and hold for the medium term. This plan has now been delivered and the Directors believe that it may now be beneficial for the Company to consider the realisation of the value and cash from this investment. The capital returned from a sale will be re-invested into new opportunities.

Potential New Transactions

Following the successful equity fund raising in December 2016, Energiser has analysed a number of opportunities in the real estate sector. The team has narrowed its focus onto opportunities in operating companies in the UK Serviced Apartment sector. Albeit at an initial stage, the Company has identified three potential opportunities and expects to shortly start its due diligence process. Whilst no certainty can be given as to the likelihood of these particular opportunities leading to a transaction, the Company is confident that the Serviced Apartment sector is an attractive area for investment.

Serviced apartments are relatively recent products in the lodging industry that have gained significant popularity in recent years. London is the most mature serviced apartment market in Europe, although it is still one of the smallest markets internationally compared to cities such as New York and Hong Kong.

The Company believes that this sub-sector of the real estate market is growing fast and that the trading outlook is positive. The Company will update the market relating to any specific transactions in due course.

Notice of General Meeting

Following the Company's fundraising in December 2016, and, in the opinion of the Directors, as a result of the quality of opportunities the Company has reviewed, the Directors would like to be in a position to be able to raise further funds quickly should an opportunity present itself.

Accordingly, the Company will today post a notice of general meeting ("GM") to all shareholders. The meeting will request shareholder approval to authorise the directors to allot shares and dis-apply statutory pre-emption rights in respect of shares with an aggregate nominal value of £220,000, with such authorities to expire on the conclusion of the next Annual General Meeting of the Company.

The Company's GM will be held at 11.00 a.m. on 6 March 2017 at Decimal Place, Chiltern Avenue, Amersham, Buckinghamshire, HP6 5FG.

Grant of Options

To further align management with shareholders the Company announces that it has granted 1,500,000 options to Dominic White, Chief Executive, having successfully completed the recent capital raise of £1.255m and moving forward with the Company's strategy. The options granted to Mr White are subject to multiple performance related vesting criteria as follows.

- 25% will vest after 12 months from the date of grant;

- 25% will vest after 24 months from the date of grant;

- Excluding any further equity fund raising but including profits in connection with investments made using further equity fund raising:

o 25% will vest once the company's net asset value increases to £2.2m; and

o 25% will vest once the company's net asset value increases to £2.87m.

Mr White's options have an exercise price of 3.25 pence per share and are exercisable between the third and tenth anniversaries of the date of grant.

Following the grant of these options, the Company would have outstanding options to subscribe for a) 10,850,000 Ordinary Shares at an exercise price of 2.0 pence per share, b) 1,500,000 Ordinary Shares at an exercise price of 2.75 pence per share, and c) 900,000 Ordinary Shares at an exercise price of 20.0 pence per share, which represents 10.7 percent of the shares currently in issue. 

Related Party Transaction

The grant of options to Mr White is a related party transaction pursuant to Rule 13 of the AIM Rules for Companies. With the exception of Mr White who is involved in the transaction, its directors consider, having consulted with its Nominated Adviser Cairn Financial Advisers, that the terms of the transaction are fair and reasonable insofar as its shareholders are concerned.

This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014

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