Proposed Disposal, board changes and fundraising

28 February 2024

Verditek plc

("Verditek" or the "Company")

Proposed Disposal, board changes, fundraising, change of name and change of advisers

Further to its announcements of 7, 9 and 23 February 2024, Verditek (AIM:VDTK) announces that it has entered into a conditional sale and purchase agreement (the "SPA") to dispose of its solar business, including the whole of the issued share capital of Verditek Solar Italy srl, (the "Proposed Disposal") to Verditek Solar Limited, a newly incorporated company owned and incorporated by the Company's bondholders (the "Bondholders") for £528,340 (to be satisfied by the surrender of all the Company's secured convertible loan notes plus accrued interest) on completion which is expected to take place on 29 February 2024 ("Completion"). Pursuant to AIM Rule 15, the Proposed Disposal is conditional on shareholder approval being obtained at the Company's general meeting to be held later today ("GM").

All of the Company's directors and the Bondholders (and their associates) representing approximately 30 per cent. of the Company's issued share capital, have irrevocably undertaken to vote their shares in favour of the resolutions at the GM.

Proposed board changes

The Company announces, subject to Completion, the resignation of each of the current directors, being The Rt Hon. Lord David Willetts, Robert Richards and George Katzaros and the proposed appointment of Bob Holt and John Charlton as directors of the Company. A further announcement will be made in due course, including the details to be disclosed pursuant to AIM Rule 17 and Schedule Two (g) of the AIM Rules for Companies. The Company Secretary, CFPro Cosec Limited, is resigning at the same time as the current directors.

Bob Holt is a highly accomplished executive with over 35 years' experience in senior leadership roles across various sectors, most recently serving as CEO of Revolution Beauty Plc after joining its board as interim COO. Prior to that, he successfully led Sureserve Group Plc as Chairman, overseeing its successful turnaround that resulted in over a five fold increase in the company's share price. He is perhaps most widely known for his role in the rise of Mears Group PLC. Since being appointed as Chair in 1996, he guided the company through its successful IPO on AIM and played a pivotal role in building its order book value to £3 billion, establishing Mears as a market leader in its sector. Bob has been awarded the OBE for his services to philanthropic causes. 

John Charlton spent 28 years in various senior corporate banking and risk management roles within Barclays plc, specialising latterly in listed business service companies. He joined Sureserve Group plc as Group Company Secretary in 2017 and assisted with the successful turnaround of that business. In addition, John is Trustee and Chair of The Sureserve Foundation.

Following Completion and a further equity fundraising, further details of which are set out below, the new board intends to seek suitable acquisition targets in the energy services sector which will constitute a reverse takeover under AIM Rule 14.

Placing and loan agreement

Bob Holt has agreed to assist the Company in procuring subscribers for 400 million new ordinary shares in the capital of the Company ("New Shares") at 0.075p per share (up to £300,000), as set out in the Company's announcement of 7 February 2024.

Application has been made to the London Stock Exchange for the admission of the New Shares to trading on AIM ("Admission"). Admission of the New Shares, which will rank pari passu with the Company's existing ordinary shares, is expected to be effective at 8.00 a.m. on 1 March 2024.

The Company also announces that, prior to his appointment as a director of the Company, Bob Holt entered into a loan agreement with the Company for up to £300,000, of which £250,000 will be advanced shortly to enable it to satisfy certain outstanding liabilities of the Company. This loan which is unsecured and interest free but repayable upon demand is convertible into new ordinary shares of the Company at 0.075p per share following the proposed fundraising, details of which are set out below.

Proposed fundraising

Further details of a proposed fundraising to raise approximately £1.5 million by the issue of new ordinary shares in the capital of the Company at 0.075p per share will be announced in due course, including details of a circular to be sent to the Company's shareholders to convene a general meeting to obtain the necessary directors' authorities to issue the new shares. At the general meeting, a resolution will also be put to shareholders to approve a 100:1 share consolidation. 

Completion

Upon Completion, the Company will be regarded as an AIM Rule 15 cash shell, having ceased to own, control, or conduct all or substantially all, of its existing trading business, activities, or assets. The Company will therefore, within 6 months, need to make an acquisition or acquisitions which constitute a reverse takeover under AIM Rule 14, failing which trading in the Company's shares on AIM will be suspended. Should the Company's shares remain suspended from trading for 6 months, admission of the Company's shares to trading on AIM will be cancelled under AIM Rule 41.

Proposed change of name

Following Completion, the Company intends to change its name to EARNZ which stands for Energy Advisory Regeneration Net Zero plc.

Change of Nominated Adviser and appointment of Joint Broker

The Company also announces that, following Completion, it intends to appoint Shore Capital and Corporate Limited as its nominated adviser in place of WH Ireland and Shore Capital Stockbrokers Limited as joint broker alongside WH Ireland.

For further information, please contact:

Verditek plc

Rob Richards (Chief Executive Officer) +44 (0) 20 7129 1110

Vicki Johnson (Interim Chief Financial Officer)

WH Ireland (NOMAD and Broker)

Hugh Morgan +44 (0) 20 7220 1666

Antonio Bossi

Andrew de Andrade

This announcement contains inside information for the purposes of Article 7 of the UK version of Regulation (EU) No 596/2014 which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended ("MAR"). Upon the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.