25 Oct 2018 07:00
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.
This Announcement contains inside information for the purposes of the market abuse regulation (EU No. 596/2014) ("MAR"). Upon the publication of this Announcement, this inside information is now considered to be in the public domain.
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 Open Offer
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, including details of the Open Offer to raise up to £2.8 million.
Result of the Open Offer
The Open Offer closed for acceptances at 11 a.m. on 24 October 2018.
The Company announces that valid acceptances have been received from Qualifying Participants in respect of 1,573,677 Open Offer Shares. This represents approximately 42.2 per cent. of the maximum number of Open Offer Shares available under the Open Offer.
The Company has therefore raised gross proceeds of approximately £1.2 million through the Open Offer. This is in addition to the £10.0 million (before expenses) raised pursuant to the Placing.
Open Offer Shares (held in uncertificated form) are expected to be credited to CREST accounts on 26 October 2018 and definitive share certificates for the Open Offer Shares (held in certificated form) are expected to be despatched to shareholders who hold their Ordinary Shares in certificated form by no later than 9 November 2018.
The Capital Raising remains conditional upon, amongst other things, Shareholder approval of Resolution 1 at the General Meeting to be held at 10.00 a.m. on 25 October 2018 and Admission.
It is expected that the Share Consolidation, Debt Conversion and Admission of the 1,573,677 Open Offer Shares, as well as the Placing Shares and Debt Conversion Shares will all become effective at 8.00 a.m. on 26 October 2018.
Director Participation
The Company confirms that Lord Moynihan, Executive Chairman of the Company, participated in the Open Offer, pari passu with other applicants under the Open Offer. Lord Moynihan applied for 33,333 New Ordinary Shares at 75 pence per share under the Open Offer. At Admission, Lord Moynihan will hold a total of 151,521 New Ordinary Shares, representing approximately 0.5% of the Company's Enlarged Share Capital.
Lord Moynihan, Executive Chairman of Hydrodec, commented:
"The financial requirements for our growth plans were underpinned by the £10 million institutional placing, however it was extremely important to the Board that our existing shareholders should have the opportunity to participate on the same terms as these new institutional investors through an open offer process. We value all our shareholders' support and we are pleased to see some existing shareholders taking up their open offer rights. As shareholders, all of us have faced difficult days supporting the Company with the share price at the current level. Now we have designed a major turnaround of Hydrodec, we are confident we can execute the strategy and deliver upside."
Director/PDMR Shareholdings:
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them.
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Details of the person(s) discharging managerial responsibilities/person closely associated with | |||||
a) | Name(s) | Colin Moynihan (Executive Chairman) | ||||
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 | Subscription to shares under an open offer to existing shareholders | ||||
c) | Price(s) and volume(s)
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d) | Aggregated information - Aggregated volume - Price | N/a | ||||
e) | Date of transaction | 24 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
This announcement is released by Hydrodec Group plc and contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 ("MAR") it is disclosed in accordance with the Group's obligations under Article 17 of MAR.
For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is being made on behalf of the Group by Michael Preen, Company Secretary.
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.
This announcement contains (or may contain) certain forward-looking statements, beliefs or opinions, with respect to certain of the Group's current expectations and projections about future prospects, developments, strategies, performance, anticipated events or trends and other matters that are not historical facts. These forward-looking statements, which sometimes use words such as "aim", "anticipate", "believe", "intend", "plan" "estimate", "expect" and words of similar meaning, include all matters that are not historical facts and reflect the directors' beliefs and expectations and involve a number of risks, uncertainties and assumptions that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement, including, but not limited to, those risks and uncertainties described in the risk factors included in the Circular. These statements are subject to unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Statements contained in this announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The information contained in this announcement is subject to change without notice and, except as required by applicable law, neither the Company nor Arden nor any of their respective affiliates nor any of their respective Representatives assumes any responsibility or obligation to update, amend or revise publicly or review any of the forward-looking statements contained in this announcement. You should not place undue reliance on forward-looking statements, which speak only as of the date of this announcement. Any indication in this announcement of the price at which New Ordinary Shares have been bought or sold in the past cannot be relied upon as a guide to future performance. No statement in this announcement is or is intended to be a profit forecast or profit estimate or to imply that the earnings of the Group for the current or future financial years will necessarily match or exceed the historical or published earnings of the Group. Past performance of the Group cannot be relied on as a guide to future performance and persons reading this announcement are cautioned not to place undue reliance on such forward-looking statements.
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.