INFA.L Regulatory News (INFA)

The information contained within this announcement (the "Announcement") is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014. Upon the publication of this Announcement via Regulatory Information Service, this inside information is now considered to be in the public domain.

10 July 2020

InfraStrata plc

("InfraStrata" or the "Company")

Proposed Placing to raise £9.0 million

Share Consolidation

&

Notice of General Meeting

InfraStrata plc (AIM: INFA), the UK quoted company focused on strategic infrastructure projects and physical asset lifecycle management, is pleased to announce that it has conditionally raised, in aggregate, £9.0 million (before expenses) by way of a placing of 2,571,428,683 Existing Ordinary Shares at a price of 0.35 pence per share to existing and new investors (the "Placing"). The Placing is being conducted in two tranches.

The First Placing will utilise the Company's existing authorities to allot shares and disapply pre-emption rights granted at its recent Annual General Meeting, whilst the Second Placing will be subject to the approval of Shareholders to allot the Second Placing Shares at a General Meeting. A circular (the "Circular") containing further details of the General Meeting to be held on 27 July 2020 is being posted to Shareholders shortly and will be available to view on the Company's website.

Transaction Highlights:

o Placing to raise £9.0 million (before expenses) in two tranches, the First Placing of £2.7 million and the Second Placing of £6.3 million

o The net proceeds from the Placing will strengthen the Company's balance sheet and enable it to tender for and win larger contracts, as well as to:

o pay the final tranche of deferred consideration for the Harland & Wolff acquisition

o pay down smaller bridging loans and the redemption of redeemable preference shares

o provide additional working capital for enhanced operations at Harland & Wolff, including but not limited to, stock-in-trade, materials and manpower

o Proposed Share Consolidation of every 100 Existing Ordinary Shares of 0.01 pence each into 1 New Ordinary Share of 1 penny each in the capital of the Company

John Wood, Chief Executive Officer, commented: "We are delighted with the strong support we have received from institutional investors. This is testament to the significant growth opportunities available to our Company on the back of our acquisition of the iconic Harland & Wolff shipyard, which is home to the UK's largest drydock. With numerous facilities currently closed globally due to the global pandemic, we have experienced unprecedented demand to use our drydock and are therefore gearing up for a period of significant activity.

"We recently welcomed three sister cruise vessels to the shipyard, and currently have a strong pipeline of future contracts. Additionally, with the two major UK Defence shipyards reaching or exceeding capacity, we are in a prime position to offer a much-needed solution to the UK Defence market and have been actively engaging with UK Defence with this in mind. This placing, together with the recommissioning work we have recently undertaken on site, positions us robustly to unlock the pipeline of opportunities that we have built since we completed the Harland & Wolff acquisition."

For further information, please visit www.infrastrataplc.com or contact:

INTRODUCTION

The Company is pleased to announce a conditional Placing to raise £9.0 million (before expenses) by way of the issue of 2,571,428,683 Existing Ordinary Shares in two tranches at the Placing Price of 0.35 pence per share, a discount of 10.3 per cent. to the closing middle market price of 0.39 pence per Existing Ordinary Share on 9 July 2020 (being the last practicable date before publication of this announcement).

The Share Consolidation and the Second Placing are conditional, inter alia, upon the Shareholders approving the Resolutions numbered 1 and 2 respectively at the General Meeting. The GM will be held at the offices of the Company, at Northern & Shell Building, 10 Lower Thames Street, London EC3R 6EN, on 27 July 2020 at 11:00 a.m. at which the Resolutions will be proposed.

BACKGROUND TO AND REASONS FOR THE PLACING

Summary of InfraStrata plc

InfraStrata's vision is to become a leading strategic infrastructure development and asset management company. A key milestone in achieving this was reached when the Company acquired the Harland & Wolff shipyard in Belfast in December 2019 and from which it has subsequently generated the Company's maiden revenues. The Company is also developing a mid-term gas storage project located in Larne Lough, Northern Ireland and, as recently announced, proposes to acquire and develop a longer-term floating storage and regasification unit ("FSRU") project located offshore Barrow-in-Furness, northwest England. The overarching strategy for these assets is to initiate high value projects, establish the conditions in which those projects can be monetised and attract first class partners to share in the project risk and rewards.

With the Company currently seeing significant opportunities for Harland & Wolff, the Company is pursuing the Placing to strengthen its balance sheet and provide management with the growth capital that is needed in order to win key contracts that will underpin the growth of the Company and enable it to maximise its potential.

Harland & Wolff

Summary and market opportunity

Harland & Wolff boasts two of the largest dry docks in Europe and one of only two docks licenced for marine waste disposal in the UK. Importantly, Harland & Wolff is one of only three UK shipbuilders suitable for major Ministry of Defence (MOD) contract work and has the only dock suitable for major cruise vessels in the UK. The Directors believe that Harland & Wolff has clear competitive advantages against other dry docks in the UK and Europe principally due to its size and flexibility, which lends itself to providing full lifecycle services from the simplest repairs through to complex fabrication and shipbuilding. The Directors believe that, in the medium term, Harland & Wolff could generate revenue of £400 million per annum at circa 80 per cent capacity utilisation.

The Company has generated significant commercial traction since acquiring Harland & Wolff through Management's strong industry connections, with near term revenue opportunities of up to £207 million identified and a weighted pipeline of over £1.3 billion between now and 2025. Estimates for pipeline revenue figures have been compiled by the Directors and are based on invitations to tender, current engagements and market intelligence. Weighted pipeline figures are adjusted by proportion of likely win rate (as estimated by Management) multiplied by total contract value. When assessing revenue opportunities, the bid success rates of the tenders that Harland & Wolff submits determine how much of the weighted pipeline is realised and turned into profitable business.

Harland & Wolff provides six services: technical services, fabrication & construction, repair & maintenance, in-service support, conversions and decommissioning. These services are provided to five distinct markets: defence, cruise & ferry, commercial vessels & fabrication, oil & gas and renewables. The Company believes that trading across six services and five markets enables it to substantially de-risk its revenue profile. If one or more markets and or services were to undergo a cyclical downturn, the other markets and services would continue to provide support to the business. The Directors believe that the table below details the European market opportunity within the five distinct markets and six services Harland & Wolff is targeting:

Customers and pipeline opportunities

The Directors consider Harland & Wolff to be well positioned to leverage off the structural issues facing its customers across its five distinct markets, which include:

o lack of UK fabrication capability;

o defence clients with more projects than available shipyards;

o defence clients wanting value for money and greater competition between contractors;

o Eastern European docks unable to deal with increasingly complex systems;

o Asian docks offering cheap but poor-quality services that often involves rework;

o cruise vessels increasing in size, with limited drydocks large enough to dock vessels; and

o dry docking capacity uncertainty in market due to COVID-19.

After having taken ownership of Harland & Wolff, the Company saw immediate success with five ships docked in the first 45 days of operation. Since the acquisition, the Company has completed work, and / or has work contracted with: Seatrucks, Irish Ferries, Stena, P&O Ferries and Clarksons. To date, over eight vessels have been through the yard and the Company now has a healthy pipeline. The Company's business model has been welcomed by clients and rewarded with repeat business, which is one of the most important metrics for the future success of Harland & Wolff. The Company currently has three sisters of the Viking Cruises family simultaneously docked at the quayside. The three sisters will initially undergo a series of repairs and maintenance works, with an enhanced package of works currently being discussed by the technical teams of Viking Cruises and Harland & Wolff, which could be worth in excess of £25 million over the next 12 months.

The Company is also benefiting from the Government's policy of regional growth and encouraging exports. Management is in negotiations with the UK Government and the MoD in relation to several contracts. As announced on 26 May 2020, the Company has signed an exclusive teaming agreement with Navantia, S.A. to jointly bid for the £1.25 billion Fleet Solid Support Programme ("FSS") as well as for other opportunities within the UK defence sector, including modernisations and retrofits. 

The Directors believe that the ferry and cruise repair market alone can provide the Company with a baseload level of work in the short term to ensure cash break-even year on year, with enhanced margins if more complex works are procured from existing and new clients. High growth markets targeted by the Company include defence, commercial vessels and fabrication, oil and gas and renewables.

Operational strategy for Harland & Wolff

Since the Company took ownership of Harland & Wolff in December 2019, there has been a clear strategy on how to sequentially bring the assets back into full scale operation and to fully exploit all aspects of the yard's capability. The first phase was re-commencing operations in the Belfast dry dock (the smaller of the two docks at 335m in length) and then the building dock (the larger of the two at 556m in length), both of which are now fully operational. The Company's technical team have made a number of modifications to operations protocols and procedures, such that multiple vessels can now be dry docked in both of the docks at the same time. Subject to vessel sizes, the Company is now able to dock six vessels across both docks at the same time, something that Harland & Wolff has not done in the past. The final phase is to bring the 30,000m2 of fabrication halls into full operation. Management is currently in discussions with potential clients and should these discussions be successful the final phase of re-activation will be completed.

Impact of COVID-19 on Harland & Wolff

The Company has maintained a "business-as-usual" approach as much as possible since the start of the COVID-19 pandemic and is ready for a surge in business activity once lockdown restrictions are eased. Indeed, the Directors believe that the Viking Cruises contract is an indicator of the COVID-19 pandemic's unintended positive consequence for Harland & Wolff. Whilst the Company was aiming to break into the cruise market in 2021, those plans have since been brought forward by at least 15 months. Furthermore, the Company had planned to enter fleet-wide deals in the ferry sector for more complex works programmes in 2021. However, these have been brought forward and the Company is in advanced discussions with key ferry operators to commence works in Q3 2020.

Islandmagee gas storage project

Islandmagee is an underground gas storage project located in Larne Lough, Northern Ireland, in which InfraStrata maintains a 100 per cent. equity interest. The project commenced in 2010, when a layer of salt was discovered 1,500 metres underneath Larne Lough, making it ideal for establishing underground gas storage caverns. A Front-End Engineering and Design ("FEED") study on the project was completed in November 2018, independently validating its viability from an engineering perspective, with the next step to be the securing of financing at the project level.

As announced in December 2019, the Company believes that, as a strategic infrastructure project, the Islandmagee gas storage project could benefit from certain government-led grants and infrastructure debt. Equally, the Company continues to be engaged with its existing project-based equity investor base who are keen for the Company to fully understand and analyse the potential of obtaining such grants and infrastructure-based lending. Given the strategic nature of the project, in terms of security of energy supply, local employment and overall contribution to the Northern Ireland economy, the Directors believe that the project is deserving of government support, which would de-risk the project from an equity perspective.

The fundamentals of the project have not altered, and the Company has resumed meaningful discussions with both the UK Government, Northern Ireland Executive and project equity partners as the lockdown has been gradually lifted. Accordingly, the Company will keep all funding partners engaged and continue to work towards a Final Investment Decision ("FID"). In the meantime, the focus of the Company is to obtain the full marine licence from the Department of Agriculture, Environment and Rural Affairs ("DAERA") as soon as practicable.

FSRU project

In May 2020, the Company entered into a term sheet with West Face Capital (a Canadian alternative asset management firm) to acquire the FSRU Project. The FSRU Project involves developing a floating liquified natural gas (LNG) receiving facility offshore Barrow-in-Furness, Cumbria, in northwest England, and is designed to deliver regasified volumes of natural gas directly into the UK market via the National Transmission System interconnection at Barrow-in-Furness. Given that more than 30 per cent. of the UK's natural gas supplies arrive via LNG cargoes, the Directors believe that the FSRU Project is ideally positioned to take advantage of LNG arriving in the UK and seeking storage and regasification.

The CAPEX for the FSRU Project is expected to be funded by establishing a consortium of partners at the project level. The bulk of the CAPEX spend occurs post FID and, if FID is not achieved, the Company has no liability. The sale and purchase agreement is scheduled to be executed in the forthcoming weeks with FID expected to be taken within 36 months thereafter. Following on from that, the Company will embark upon a series of workstreams to acquire a full marine licence for the project as well as redesign the FSRU Project in order to optimise its CAPEX.

USE OF PROCEEDS

The Company generated its maiden revenues in December 2019 by putting in place a series of ferry repair contracts at Harland & Wolff. Since then, Harland & Wolff has welcomed several vessels into its yard for various repairs and maintenance programmes. As the operations have matured and stabilised over the last six months, the quantum of work has increased. More importantly, the scope of each works programme has become more complex and sophisticated.

As a result, Harland & Wolff is now participating in contracts of larger value than when operations restarted, with contracts now worth several million pounds each. The counterparties that Harland & Wolff is dealing with are multinational blue-chip organisations with significant resources and these clients are now expecting the Company to strengthen its balance sheet to provide for sufficient liquidity ahead of placing larger contracts.

The Company intends to use the net proceeds of approximately £8.3 million from the Placing for the following purposes:

i. to pay the final tranche of deferred consideration for the Harland & Wolff acquisition of £1.45 million;

ii. the paydown of smaller bridging loans and the redemption at par of the Company's 50,000 £1 redeemable preference shares, amounting in aggregate to £0.55 million;

iii. towards working capital for enhanced operations at Harland & Wolff, including but not limited to, stock-in-trade, materials and manpower; and

iv. to strengthen the balance sheet, to enable the Company to tender for and win larger contracts.

The proceeds of the Placing are expected to enable the Company to capitalise on the many opportunities that are now available to Harland & Wolff and unlock a series of contracts built in the sales pipeline over the next 18 months.

DETAILS OF THE PLACING AND THE PLACING AGREEMENT

Under the Placing, the Company has conditionally raised £9.0 million (before expenses) through a placing of 2,571,428,683 Existing Ordinary Shares at 0.35 pence per share with institutional and other investors. The Company has entered into a Placing Agreement with Cenkos under which Cenkos has agreed to use its reasonable endeavours to procure Placees for the Placing Shares at the Placing Price. The Placing has not been underwritten.

The Placing Shares will represent approximately 40.1 per cent. of the Enlarged Issued Share Capital. The Placing Price represents a discount of approximately 10.3 per cent. to the closing mid-market price of 0.39 pence per Existing Ordinary Share on 9 July 2020, being the last dealing day prior to the date of this announcement.

The Placing is being conducted in two tranches. The First Placing will utilise the Company's existing authorities to allot shares and for the disapplication of pre-emption rights granted at its last general meeting, whilst the Second Placing will be subject to the approval of Shareholders at the General Meeting to allot the Second Placing Shares and to disapply pre-emption rights in respect of such allotment.

The first tranche of the Placing will raise a total of £2.7 million (before expenses) by the issue of 780,000,000 Existing Ordinary Shares (being the First Placing Shares) at the Placing Price. The First Placing is conditional upon, inter alia, First Admission becoming effective at 8.00 a.m. on 15 July 2020 (or such later date as the Company and Cenkos may agree, being not later than 8.00 a.m. on 11 August 2020). The First Placing is not conditional on completion of the Second Placing occurring so there is a possibility that the First Placing may complete and the First Placing Shares are issued but that the Second Placing does not complete.

The second tranche of the Placing will raise a total £6.3 million (before expenses) by the issue of 1,791,428,683 Existing Ordinary Shares (being the Second Placing Shares) at the Placing Price. The Second Placing is conditional upon, inter alia, First Admission becoming effective. In addition, the Second Placing is conditional, inter alia, on Second Admission becoming effective at 8.00 a.m. on 28 July 2020 (or such later date as the Company and Cenkos may agree, being not later than 8.00 a.m. on 11 August 2020).

The Placing Agreement contains, inter alia, customary undertakings and warranties given by the Company in favour of Cenkos as to the accuracy of information contained in the Circular and other matters relating to the Company. Cenkos may terminate the Placing Agreement in specified circumstances prior to Admission, including, inter alia, for material breach of the Placing Agreement by the Company or of any other warranties contained in it and in the event of a force majeure event occurring.

The Placing Shares will be issued credited as fully paid and will rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive dividends and other distributions declared on or after the date on which they are issued.

It is expected that CREST accounts will be credited on the relevant day of Admission and that share certificates (where applicable) will be dispatched within 10 working days of each Admission.

Application will be made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM. It is anticipated that First Admission will become effective and that dealings in the First Placing Shares will commence at 8.00 a.m. on 15 July 2020 and that Second Admission will become effective and dealings in the Second Placing Shares will commence at 8.00 a.m. on 28 July 2020.

SHARE CONSOLIDATION

The Company's current issued share capital consists of 3,844,579,517 Existing Ordinary Shares. The number of Existing Ordinary Shares in issue is the result of a number of capital raisings since the Company's incorporation in order to fund its operations. The Directors consider that the current issued share capital is higher than similar sized companies on AIM and the Directors believe that this negatively affects investors' perception of the Company. The Directors believe that it is in the best interests of the Company for there to be a one-for-one hundred share consolidation to reduce the number of Ordinary Shares in issue and increase the share price with a view to decreasing the spread between the bid and offer prices. Under the Share Consolidation, holders of Existing Ordinary Shares will receive:

1 New Ordinary Share for every 100 Existing Ordinary Shares

 and so in proportion to the number of Existing Ordinary Shares held on the Record Date.

Following the Share Consolidation, Shareholders will still hold the same proportion of the Company's ordinary share capital as before the Share Consolidation. Other than a change in nominal value, consolidated New Ordinary Shares will carry equivalent rights under the Articles to the Existing Ordinary Shares.

To affect the Share Consolidation, it may be necessary to issue an additional Existing Ordinary Shares so that the Company's issued ordinary share capital is exactly divisible by 100. These additional Existing Ordinary Shares, should they be required, would be issued to the Company's broker, Cenkos, following Second Admission, and before prior to the Record Date. Since these additional shares would only represent a fraction of a New Ordinary Shares, this fraction will be sold pursuant to the arrangements for fractional entitlements contained in the Articles.

Following the Share Consolidation and assuming completion of the First and Second Placings, the Company's issued ordinary share capital will comprise 64,160,082 New Ordinary Shares with a nominal value of 1 penny each.

The Share Consolidation will give rise to fractional entitlements to a New Ordinary Share where any holding is not precisely divisible by 100. No certificates regarding fractional entitlements will be issued. Instead, in accordance with the authority in the Articles, any New Ordinary Shares in respect of which there are fractional entitlements will be aggregated and sold in the market for the best price reasonably obtainable on behalf of those Shareholders entitled to the fractions. In accordance with the Articles, the Company will distribute the net proceeds of sale, after deduction of the expenses of sale, in due proportion among relevant Shareholders, except that any amount otherwise due to a Shareholder, being less than £3 will be retained for the benefit of the Company.

For the avoidance of doubt, the Company is only responsible for dealing with fractions arising on registered holdings. For Shareholders whose shares are held in the nominee accounts of stockbrokers, intermediaries, or other nominees, the effect of the Share Consolidation on their individual shareholdings will be administered by the stockbroker or nominee in whose account the relevant shares are held. The effect is expected to be the same as for shareholdings registered in beneficial names, however it is the stockbroker's responsibility to deal with fractions arising within their customer accounts, and not the Company's.

GENERAL MEETING AND THE RESOLUTIONS

Set out at the end of the Circular is the notice convening a General Meeting of the Company to be held at the offices of the Company, at Northern & Shell Building, 10 Lower Thames Street, London EC3R 6EN, on 27 July 2020 at 11:00 a.m. at which the Resolutions will be put to the Company's Shareholders. In particular, the Resolutions to be proposed at the General Meeting will be as follows:

Share Consolidation

Resolution 1 is an ordinary resolution to effect the Share Consolidation, such resulting New Ordinary Shares having the same rights and being subject to the same restrictions (save as to nominal value) as the Existing Ordinary Shares as set out in the Articles.

Directors' authority to allot Placing Shares

Resolution 2 is a special resolution authorising the directors of the Company to allot the Placing Shares on a non-pre-emptive basis.

Directors' authority to allot shares

Resolution 3 is an ordinary resolution authorising the Directors to allot relevant securities, in addition to the Placing Shares, up to a nominal amount of £231,866.94. If granted, Resolution 3 provides sufficient authority to provide a continuing authority following the Placing equal to approximately 33.3 per cent. of the Enlarged Issued Share Capital. The resolution is specifically proposed to enable the Directors to have the flexibility to grow the Company in an appropriate manner. 

Disapplication of pre-emption rights

Resolution 4 is a special resolution authorising the Directors to issue equity securities for cash on a non pre-emptive basis, in addition to the authority for the Placing Shares pursuant to the authority conferred by Resolution 3 above up to a nominal amount of £96,240.12. If granted, Resolution 3 provides sufficient authority to provide a continuing authority following the Placing equal to approximately 15.0 per cent. of the Enlarged Issued Share Capital. The resolution is specifically proposed to enable the Directors to have the flexibility to grow and finance the Company in an appropriate manner without the need to convene a separate general meeting.

RECOMMENDATION

The Directors unanimously believe that the Placing and the Share Consolidation are in the best interests of the Company and its Shareholders and unanimously recommend you to vote in favour of the Resolutions as they intend to do in respect of their own beneficial holdings in the Company. The Board has a beneficial interest in 65,480,370 Existing Ordinary Shares representing approximately 1.7 per cent. of the Existing Ordinary Shares in issue on the date of this announcement.

PLACING AND SHARE CAPITAL STATISTICS

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Note: All references to times in this timetable are to London times and each of the times and dates are indicative only and may be subject to change. Any such change will be notified by an announcement on a regulatory information service.

DEFINITIONS

In this announcement, the following expressions shall have the following meanings, unless the context otherwise requires: