25 Oct 2017 13:50
Released: 25th October 2017
Intelligent Energy Holdings PLC
(LSE: IEH; ADR:INGYY)
This announcement contains insider information.
25th October 2017
INTELLIGENT ENERGY HOLDINGS PLC: ("IEH PLC" OR THE "COMPANY" AND TOGETHER WITH ITS SUBSIDIARIES, THE "GROUP")
SALE OF BUSINESS, INTENTION TO DELIST AND WIND DOWN OF IEH PLC, REPAYMENT (AS TO 65% OF PRINCIPAL), AND CANCELLATION OF, CONVERTIBLE LOAN NOTES
As noted in the Company's announcement of 22nd September 2017 the Group has been facing an uncertain outlook and the Board had reluctantly concluded that, due to a number of factors, there could be little (or potentially no) value remaining in the Company's ordinary shares.
Since the issue of that announcement the Board has continued to:
- progress a potential sale of some or all of the business and assets held by the Company's subsidiaries, a process managed on the Board's behalf by Deloitte;
- discuss any residual financing options with key stakeholders; and
- seek trading related solutions that would bring funding into the Company.
These activity streams and discussions have regrettably not produced an outcome that would result in the Company being a going concern or that would, as a backstop, provide more time to seek and implement any other financing solutions. This outcome in part reflects the Group being unable to undertake more traditional funding activities, due to the challenges faced by the Company in aligning the interests of major stakeholders (including as a result of the level of the Company's share price) and to the constraints arising from the Convertible Loan Notes issued in 2016 ("CLN"), which included constraints on the use of the Group's intellectual property. The Company's outlook is not expected to change between now and the Group otherwise exhausting its cash position in November 2017 (based on the current cash burn rate).
Consequently, the Board has agreed to sell to Meditor Energy Limited (a newly incorporated subsidiary of Meditor European Master Fund Limited):
· the Company's main operating subsidiary, Intelligent Energy Limited ("IE Limited") following a group reorganisation to place all other subsidiaries of IEH plc under IE Limited; and
· the Company's remaining business and assets.
for a total consideration of £19,500,000.
This sale (which will complete later today) will leave IEH plc as a non-trading company.
The consideration will be used to settle the CLN (representing a 65% return of the applicable principal of the CLN). The CLN will be delisted from TISE (the Channel Islands Stock Exchange), with immediate effect. Meditor European Master Fund Limited, the largest CLN holder, with 85.5% of the CLN, has already approved the amendments to the CLN instrument required to enable the Company to redeem the CLN (and to release and discharge in full all and any obligations of the Company under the CLN). Under the terms of the CLN instrument dated 17 May 2016, no other votes of CLN holders are needed for that amendment, redemption, release and discharge.
No value will accrue to shareholders as a result of these transactions. The Company will arrange for the cancellation of the listing of the Company's ordinary shares shortly - the Company understands that the cancellation of the listing will take effect 20 business days after the cancellation is formally announced. A further RNS will therefore be issued in due course.
IEH plc's remaining cash (which is limited) will be used in the orderly winding down or dissolution of IEH plc. The Directors are therefore of the view that there is no remaining value in the ordinary shares of the Company.
The transaction structure for the sale to Meditor described above has enabled the Company to avoid the need to seek the prior protection of an administration, which in turn has resulted in the loss to the CLN holders being minimised as compared to any likely outcomes post an administration.
Talal Shakerchi, CEO of Meditor Capital Management Limited, the investment adviser to the Meditor European Master Fund Limited, commented, "Meditor has been the largest financial stakeholder of Intelligent Energy for over a decade and led the refinancing of the company through the £30 million Convertible Loan Note in May 2016. We remain convinced of the long-term potential of the Company's world-leading fuel cell technology but recognise that, to achieve that potential, the business will need significant further funding and support."
Martin Bloom, Group CEO of Intelligent Energy, responded "This support from Meditor for Intelligent Energy's business provides stability for our workforce and clarity for our customers and suppliers, and allows us to continue to seek to fulfil the objectives of our strategy."
This announcement contains inside information. The person responsible for the release of this announcement on behalf of the Group is John Maguire, Chief Financial Officer.
Enquiries:
Intelligent Energy Holdings plc 07966164357
John Maguire Group Chief Financial Officer