Oracle Power Regulatory News (ORCP)



12 January 2018

Oracle Power PLC

("Oracle" or "the Company")

Acquisition of Remaining Interest in Sindh Carbon Energy Limited

Oracle Power PLC (AIM:ORCP), the UK energy developer of a combined lignite coal mine and mine mouth power plant located in the south-eastern Sindh Province of Pakistan, is pleased to announce that it has reached an agreement to acquire the remaining shares outstanding in Sindh Carbon Energy Limited ("SCEL"), that it did not already own. SCEL is the holder of the mining lease under development.

Oracle has reached an agreement to acquire the remaining 199,999 shares in SCEL which are not owned by Oracle from the current shareholder, Sindh Koela Limited (SKL) a private company incorporated in Pakistan, for a maximum consideration of £3.6 million. The Initial consideration of £2.2 million will be satisfied through the issuance of 95,652,174 shares in Oracle (the "Acquisition Shares") at 2.3p per share, being the same price as the Company's recent Equity Placing announced on 28 December 2017. If upon financial close with the previously identified and announced Chinese State-Owned Enterprises, the value of the Acquisition Shares issued to SKL is less than £3.6 million based on Oracle's share price at the time, Oracle will issue further shares at the prevailing market price to SKL to make good any shortfall.

Upon completion of the acquisition, Oracle will have 100% ownership of the Pakistani operating companies for both mining (through SCEL) and power (through Thar Electricity (Private) Ltd). This was one of the key outstanding requirements of the Company's potential strategic partners, with whom the Company has entered into a Memorandum of Understanding for the funding and development of the US$1.6bn project, as announced on 21 November 2017.

In the year ended 31st December 2016, SCEL had gross and net assets of approximately £1,480,956 and £603,408 respectively and made a loss of £3,536. Oracle currently has a loan receivable from SKL of approximately £15,000, and as part of Oracle's acquisition of the balancing stake in SCEL from SKL, the parties have agreed to waive the loan in full.

It should be noted that a shareholder of SKL is the father of Oracle's Chief Executive Officer and neither of these individuals have been involved in negotiating this transaction.

 Anthony Scutt, Chairman of Oracle, said:

"The move to 100% ownership of SCEL is a material development for Oracle, clearing a significant hurdle as the Company moves to financial close. Sindh Koela Limited now stand to benefit alongside existing Oracle shareholders as the project advances and the current disparity between the market valuation and that of the Project narrows.

I look forward to updating all shareholders as further developments arise."

 Settlement and dealings

Application will be made for the Acquisition Shares, which will rank pari passu with the Company's existing issued ordinary shares, to be admitted to trading on AIM. The Acquisition Shares are expected to be admitted to trading on AIM on or around 18 January 2018 (the "Admission").

Following the Admission of the Acquisition Shares, the Company's enlarged issued share capital will comprise 1,057,535,872 ordinary shares. The Company does not hold any shares in treasury. This figure of 1,057,535,872 ordinary shares may be used by the Company's shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FCA's Disclosure and Transparency Rules.

Ends

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