HYR.L Regulatory News (HYR)

4 April 2018

Hydrodec Group plc

("Hydrodec", the "Company" or the "Group")

Directorate change

Additional working capital facilities

Hydrodec Group plc (AIM: HYR), the cleantech industrial oil re-refining group, announces that Chris Ellis has resigned as Chief Executive Officer with immediate effect following the illness of a close family member. He will continue to provide such support and assistance to the Board as may be requested on a non-retained basis to ensure a smooth transition during the interim period.

Lord Moynihan, the Chairman of the Company, will take up the position of Executive Chairman and Interim Chief Executive Officer while the Board considers the composition of the senior executive team going forward. Prior to joining Hydrodec as Chairman in 2012, Lord Moynihan has previously held the roles of Executive Chairman and Chief Executive Officer of Consort Resources Limited and Executive Chairman of Clipper Windpower Europe Limited, and he was a main board director of Rowan Companies Inc for 19 years. He is also a former Minister for Energy.

Lord Moynihan will work closely with his non-executive Board colleagues and a transitional management team that will include David Dinwoodie (Interim Chief Financial Officer), who is also appointed to the Board of the Company with immediate effect, and Michael Preen, Hydrodec's Company Secretary, who will assist further as the Company's Corporate and Governance Officer during this transitional period.

David Alan Dinwoodie (aged 38) is a Chartered Accountant and runs the family office of Andrew Black, a non-executive director of the Company and its largest shareholder. As such, Mr. Dinwoodie knows the Hydrodec business well. Prior to joining Andrew Black's office in 2015, he spent over 15 years at KPMG, Deloitte and more recently Compass Group plc, specialising in corporate finance and strategy. He also sits on the boards of a number of Andrew Black's investee companies and will split his time between Hydrodec and these other portfolio companies. 

Michael Preen is a qualified solicitor with over 20 years' experience working with public companies from his time with two leading international law firms and various in-house positions. From 2009 to 2014, Mr. Preen was the Company's Head of Corporate and Legal Affairs and has since then provided corporate and governance advisory services to a number of public and private companies, including Hydrodec, on a non-exclusive basis.

The Company is also pleased to announce that it has secured an additional working capital facility of £0.5 million from Andrew Black, in addition to the existing facilities of £7.2 million previously committed by him to the Company. This additional working capital facility will not bear any interest or be subject to arrangement or other fees payable by Hydrodec. The principle of this additional working capital facility is due for repayment on 31 December 2018 and will be secured over the assets of the Group.

As Mr. Black is a non-executive director and a substantial shareholder of the Company (as defined in the AIM Rules for Companies ("AIM Rules")), the agreement by Mr. Black to increase the amount available under the working capital loan facilities, when aggregated with previous agreements between Mr. Black and the Company in respect of the facilities in the previous 12 months, constitutes a related party transaction for the purposes of the AIM Rules.

The Directors, with the exception of Mr. Black and Mr. Dinwoodie who were excluded from the Board's discussions to approve the proposed loan, consider that, having consulted with the Company's Nominated Adviser, Canaccord Genuity Limited, the increase in the facilities are fair and reasonable insofar as shareholders are concerned.

The Company expects to provide an update for its Q1 trading by the end of April 2018.

Lord Moynihan, Chairman of the Company, commented:

"On behalf of the Board and the Company, I would like to thank Chris for all his hard work over the past six years, initially as CFO and latterly as CEO, in which he drove the turnaround of the business to achieve the Company's first positive annual EBITDA contribution in 2017, and to wish him and his family the very best for the future. I would also like to express our on-going thanks to Andrew Black for his continued support, financially and otherwise, and to welcome David Dinwoodie to the Board. I look forward to updating our shareholders further in the coming weeks as we seek to pursue the opportunities to strengthen the Group's footprint, particularly in the US, and maximising the commercial potential of our world-class IP." 

Additional Information:

A full list of current directorships held by David Dinwoodie are listed below:

Mr. Dinwoodie has not held any other directorships within the last five years. Mr. Dinwoodie also holds a beneficial interest of 750,000 shares in the capital of the Company.

Save as disclosed above, there are no further disclosures required to be made in respect of the appointment under Schedule 2(g) or Rule 17 of the AIM Rules for Companies.

The information contained within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014.

For further information, please contact:

Notes to Editors:

Hydrodec's technology is a proven, highly efficient, oil re-refining and chemical process initially targeted at the multi-billion US$ market for transformer oil used by the world's electricity industry. MarketsandMarkets forecasts that the global transformer oil market is expected to grow from US$1.98 billion in 2015 to US$2.79 billion by 2020 at a CAGR of 7.14% from 2015 to 2020. Spent oil is currently processed at two commercial plants with distinct competitive advantage delivered through very high recoveries (near 100%), producing 'as new' high quality oils at competitive cost and without environmentally harmful emissions. The process also completely eliminates PCBs, a toxic additive banned under international regulations. Hydrodec's plants are located at Canton, Ohio, US and Bomen, New South Wales, Australia. 

Hydrodec's shares are listed on the AIM Market of the London Stock Exchange. For further information, please visit www.hydrodec.com.