25 Oct 2018 11:00
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR AUSTRALIA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A BREACH OF THE RELEVANT SECURITIES LAWS OF SUCH JURISDICTION.
This Announcement does not constitute a prospectus or offering memorandum or an offer in respect of any securities and is not intended to provide the basis for any investment decision in respect of Hydrodec Group plc or other evaluation of any securities of Hydrodec Group plc or any other entity and should not be considered as a recommendation that any investor should subscribe for or purchase any such securities.
Capitalised terms in this Announcement shall have the meanings given to such terms in the Company's announcement on 8 October 2018.
25 October 2018
Hydrodec Group plc
("Hydrodec", the "Company" or the "Group")
Result of General Meeting
On 9 October 2018, the Company published and posted its shareholder circular (the "Circular") in connection with the Capital Raising, Debt Conversion and Share Consolidation. The Capital Raising, Debt Conversion and Share Consolidation are conditional upon, amongst other things, the passing of Resolution 1 at the General Meeting.
Hydrodec is pleased to announce that both Resolutions proposed at the General Meeting held earlier today were duly passed by Shareholders.
The Capital Raising, Debt Conversion and Share Consolidation remain conditional upon Admission, which is expected to occur at 8.00 a.m. on 26 October 2018.
Application has been made for the admission of the New Ordinary Shares issued pursuant to the Placing, the Debt Conversion and the Open Offer, and resulting from the Share Consolidation, to trading on AIM. The total number of shares to be issued as a result of the Capital Raising and the Debt Conversion is 20,907,011. The issue of the New Ordinary Shares is conditional on Admission which is expected to become effective, and dealings in the New Ordinary Shares to commence, at 8.00 a.m. on 26 October 2018.
At today's General Meeting, the Executive Chairman of Hydrodec, Lord Moynihan, commented:
"This is an important time for Hydrodec. We have already started implementing the Group Strategic Plan agreed by the Board in September and are now supported by a strong suite of institutional investors through the Placing.
In a business such as ours, achieving alignment throughout the supply chain is fundamental and we are at an advanced stage of discussions with our partners in the US to deliver exactly such an alignment of their interests with ours. This will provide a secure home to G&S Technologies for their used oil as a 'preferred supplier' to Hydrodec of North America. Hydrodec Group plc, newly strengthened financially, will have the opportunity to inject the necessary capital to build on its 'first mover' proven technology advantage with the award of carbon credits. This will allow us to maximise utilisation and deliver a closed loop strategy to target the significantly higher margin sales in the US utility market.
Separately, we continue to sharpen our operational focus where we can add most value. Therefore, following a recent visit to Australia by David Dinwoodie and myself, I can report that good progress is being made on the sale of the Australian business and the Company is now working with Simmons & Co. and has appointed commercial lawyers, Carroll O'Dea, to oversee the latter stages of the process.
Finally, the benefits of a close relationship with Slicker Recycling, the UK's leading oil collection business, is set to lead to the early conclusion of a joint venture collaboration which will allow Hydrodec to explore significant additional opportunities to commercialise its patented R&D in the wider European market.
Our intention is to make regular announcements on these target objectives as we drive the business forward on a strengthened platform."
Director/PDMR Shareholdings:
As a result of the Debt Conversion, Andrew Black, a non-executive Director of Hydrodec, is making the following the notification below, which is made in accordance with the requirements of the EU Market Abuse Regulation:
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Details of the person(s) discharging managerial responsibilities/person closely associated with | |||||
a) | Name(s) | Andrew Black (Non-Executive Director) | ||||
2 |
Reason for the notification | |||||
a) | Position/status | As noted in 1a) above | ||||
b) | Initial notification/Amendment | Initial notification | ||||
3 |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | Hydrodec Group plc | ||||
b) | LEI | 2138001ZQCTBFEEZCT06
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4 |
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||
a) | Description of the financial instrument, type of instrument Identification code | Ordinary shares of 50 pence each fully paid ISIN: GB00BFD2QZ40 | ||||
b) | Nature of transaction | Conversion of debt to equity | ||||
c) | Price(s) and volume(s)
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d) | Aggregated information - Aggregated volume - Price | N/a | ||||
e) | Date of transaction | 25 October 2018 | ||||
f) | Place of transaction | Outside a trading venue | ||||
For further information, please contact:
Hydrodec Group plc hydrodec@vigocomms.com
Lord Moynihan, Executive Chairman
Arden Partners plc (Nominated Adviser and Broker) 0207 614 5900
Steve Douglas
Ciaran Walsh
Alex Penney
Vigo Communications (PR adviser to Hydrodec) 020 7390 0240
Patrick d'Ancona
Chris McMahon
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 (>99%), producing transformer oil that meets or substantially exceeds applicable international standards at competitive cost and without environmentally harmful emissions. The process also eliminates PCBs, a toxic additive banned under international regulations.
In 2016 Hydrodec received carbon credit approval from the American Carbon Registry ("ACR"), enabling its product to be sold with a carbon offset and creating an incremental revenue stream. The Group is now generating carbon offsets through the re-refining of used transformer oil, which would otherwise ordinarily be incinerated or disposed of in an unsustainable manner. This is a highly distinctive feature for the Group, confirming (as far as the Board is aware) Hydrodec as the only oil re-refining business in the world to receive carbon credits for its output. This is a significant endorsement of the Company's proprietary technology and standing as a leader in its field.
Hydrodec's current 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.
IMPORTANT NOTICE
No action has been taken by the Group or Arden, or any of their respective affiliates, that would, or which is intended to, permit a public offer of the New Ordinary Shares in any jurisdiction or the possession or distribution of this announcement or any other offering or publicity material relating to the New Ordinary Shares in any jurisdiction where action for that purpose is required. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. Persons into whose possession this announcement comes shall inform themselves about, and observe, such restrictions.
No prospectus has been made available in connection with the matters contained in this announcement and no such prospectus is required (in accordance with the Prospectus Directive (as defined below)) to be published.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS FOR INFORMATION PURPOSES ONLY, AND IS NOT INTENDED TO AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO PURCHASE OR SUBSCRIBE FOR, UNDERWRITE, SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE, SELL, ACQUIRE, DISPOSE OF THE NEW ORDINARY SHARES OR ANY OTHER SECURITY IN THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA, COLLECTIVELY THE "UNITED STATES"), AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR IN ANY JURISDICTION IN WHICH, OR TO ANY PERSONS TO WHOM, SUCH OFFERING, SOLICITATION OR SALE WOULD BE UNLAWFUL.
The New Ordinary Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act") or under the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold or transferred, directly or indirectly, in or into the United States unless registered under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with applicable state laws. There will be no public offering of the New Ordinary Shares in the United States or elsewhere other than in the United Kingdom and certain other jurisdictions.
The relevant clearances have not been, and nor will they be, obtained from the securities commission of any province or territory of Canada; no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; and the New Ordinary Shares have not been, and nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Canada, Australia, Japan or South Africa. Accordingly, the New Ordinary Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Canada, Australia, Japan or South Africa or any other jurisdiction outside the United Kingdom or to, or for the account or benefit of any national, resident or citizen of Australia, Japan or South Africa or to any investor located or resident in Canada.
Arden is authorised and regulated in the United Kingdom by the Financial Conduct Authority and is acting exclusively for the Company in connection with the Capital Raising and Admission and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for providing advice to any other person in relation to the Capital Raising and Admission and/or any other matter referred to in this announcement.
This announcement is being issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Arden (apart from the responsibilities or liabilities that may be imposed by the FSMA, as amended, or the regulatory regime established thereunder) or any of its affiliates or any of its or respective directors, officers, employees, advisers, representatives or shareholders (collectively, "Representatives") for the contents of this announcement, or any other written or oral information made available to or publicly available to any interested party or its advisers, or any other statement made or purported to be made by or on behalf of the Company or Arden or any of their respective affiliates or by any of their respective Representatives in connection with the Group, the New Ordinary Shares, the Capital Raising or Admission and any responsibility and liability whether arising in tort, contract or otherwise therefore is expressly disclaimed. Arden and its affiliates and each of their respective Representatives accordingly disclaim all and any liability, whether arising in tort, contract or otherwise (save as referred to above) in respect of any statements or other information contained in this announcement and no representation or warranty, express or implied, is made by Arden or any of its affiliates or any of their respective Representatives as to the accuracy, fairness, verification, completeness or sufficiency of the information contained in this announcement and nothing in this announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or future.
This announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the New Ordinary Shares. Any investment decision to buy New Ordinary Shares in the Capital Raising must be made solely on the basis of information contained in the Circular in connection with the Debt Conversion and Capital Raising and the proposed admission of the Company's ordinary shares to trading on AIM, a market operated by the London Stock Exchange. Copies of the Circular are available from the Company's website at www.hydrodec.com.
The New Ordinary Shares to be issued pursuant to the Debt Conversion and Capital Raising will not be admitted to trading on any stock exchange other than the AIM market operated by the London Stock Exchange.
Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this announcement.
Information for Distributors
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the Product Governance Requirements) may otherwise have with respect thereto, the New Ordinary Shares have been subject to a product approval process, which has determined that such securities are: (i) compatible with an end target market of investors who meet the criteria of retail and professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors should note that: the price of the New Ordinary Shares may decline and investors could lose all or part of their investment; the New Ordinary Shares offer no guaranteed income and no capital protection; and an investment in New Ordinary Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Proposals. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Arden will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the New Ordinary Shares pursuant to the Capital Raising.
Each distributor is responsible for undertaking its own Target Market Assessment in respect of the New Ordinary Shares and determining appropriate distribution channels.