TIDMEAAS
RNS Number : 6900H
eEnergy Group PLC
25 November 2022
25 November 2022
eEnergy Group plc
("eEnergy" or "the Group")
Issue of secured bonds to raise GBP2,525,000 and issue of
Warrants
Proposed Director Appointment
eEnergy (AIM: EAAS), the net zero energy services provider,
announces that it has secured further debt finance of GBP2,525,000
(the "Subordinated Debt"), in order to provide additional funding
to the Group.
The Subordinated Debt has been structured as secured discounted
capital bonds ("Bonds") which are due for repayment on 24 May 2024
and 21 June 2024. GBP1 million of the Subordinated Debt is being
provided by each of, Hawk Investment Holdings Limited ("Hawk"), an
existing shareholder of eEnergy, and FFIH Limited (("FFIH"), with
the balance of GBP525,000 being provided by the directors of the
Company ("Directors").
FFIH is an investment company owned by John Foley and his wife.
John is a barrister and chartered accountant who has served on a
number of public and private company boards. He was CEO of
MacLellan Group plc, a UK facilities management provider, for 12
years until its sale in 2006 to Interserve plc for an enterprise
value of GBP130m. He was co founder of Premier Technical Services
Group Ltd (PTSG) a specialist provider of facilities services, and
was its Chairman from inception in 2007 until early November 2022
(he remains a Non-Executive Director). PTSG became a public listed
company in 2015 and was acquired by Macquarie Group Ltd in 2019 for
an enterprise value of approximately GBP300m which represented a
304% premium to the 2015 listing share price. He is also currently
Chairman of SEC Newgate Spa, the parent company of a global
strategic communications and advisory group and is also Chairman of
Servoca Plc, a provider of staffing solutions and outsourced
services.
As announced in the Company's preliminary results for the year
ended 30 June 2022 published concurrently with this announcement,
the Subordinated Debt will be used to fund additional Energy
Services working capital as a result of lengthened cash collection
cycles as well as funding the next phase of MY ZeERO stock-build,
other balance sheet liabilities and general working capital.
Issue of Warrants
In connection with the Subordinated Debt, the subscribers to the
Bonds will also be granted warrants to subscribe for, in aggregate
42,083,328 ordinary shares of the Company (the "Warrants"), on a
pro rata basis. The Warrants will have an exercise price of 6p and
will be exercisable for a period of 5 years from the date of
issue.
The Company intends to utilise its remaining share authorities
from its 2021 AGM to grant 32,791,216 Warrants immediately. The
remaining 9,292,112 Warrants will be issued to the subscribers to
the Bond (including the Directors) subject to obtaining shareholder
approval at the Company's next AGM, expected to be held in December
2022.
Details of the Subordinated Debt
Under the terms of the Bonds, Hawk, FFIH and the Directors are
subscribing in aggregate for GBP2,525,000 of the Bonds. The Bonds
are being issued at a 21.29% discount to their face value
(equivalent to a discount rate of 1.25% per month plus a 2%
repayment fee) and are due to be redeemed by the Company (through
the payment of in aggregate GBP3,207,754) on or before 24 May 2024
(in respect of amounts owed to Hawk and FFIH) and on or before 21
June 2024 (in respect of amounts owed to the Directors) (the
"Redemption Dates").
The Bonds being subscribed for by Hawk and FIFH will be issued
immediately on funds being received by the Company. The GBP525,000
of Bonds being issued to the Directors will be issued following the
AGM and the associated funds are expected to be received by the
Company on or around 21 December 2022.
The Bonds are secured on a second-charge basis behind Silicon
Valley Bank UK Limited ("SVB"), the Company's senior creditor. The
maturity of SVB's fully drawn GBP5.0 million revolving credit
facility provided to the Group has been shortened by 12 months to
12 February 2024, to maintain SVB's priority as senior creditor.
The security relating to the Hawk and FFIH loans will rank senior
to the Directors loans.
The Bond contains certain customary terms, including accelerated
payment in an event of default. The Bond can be repaid early at the
election of the Company without penalty. In the event that the
Subordinated Debt is not redeemed in whole on or before the
Redemption Date, then interest shall accrue thereon at the rate of
15% per annum above the prevailing base rate of the Bank of
England.
Security for the Bonds will be secured through a debenture held
on trust by a security trustee, which will be Derek Myers, a
Director participating in the Bond issue and Non-Executive Director
of the Company.
Proposed Director Appointment
Under the terms of the Bonds and until the Subordinated Debt
owed to Hawk and FFIH has been repaid in full, Hawk and FFIH
jointly have the right to appoint a Non-Executive Director to the
board of the Company, subject to satisfactory completion of
customary due diligence and approval by the Company's nominated
adviser. The Company intends to appoint John Foley as the Company's
Non-Executive Chair at the time of publication of the Group's
interim results for the six months to 31 December 2022.
It is expected that David Nicholls will remain on the Company's
board as a Non-Executive Director. Further announcements will be
made in due course.
Related Party Transaction
The Directors have subscribed for, in aggregate, GBP525,000
Bonds and are thereby being granted 8,749,996 Warrants in aggregate
(subject to shareholder approval at the AGM). The participation of
the Directors in the Bonds, and associated grant of Warrants,
constitutes a related party transaction under Rule 13 of the AIM
Rules.
As all of the Directors are participating in the transaction,
Singer Capital Markets Advisory LLP, acting in its capacity as the
Company's nominated adviser, having consulted with the Directors,
considers that the terms of the Directors participation in the
Bonds and the associated grant of Warrants are fair and reasonable
insofar as the Company's Shareholders are concerned.
Details of the subscriptions for the Bonds are set out
below:
Name Amount subscribed Number of Redemption
GBP Warrants amount
Hawk 1,000,000 16,666,666 1,270,400
------------------ ---------------------- ---------------------
FFIH 1,000,000 16,666,666 1,270,400
------------------ ---------------------- ---------------------
Nigel Burton 200,000 3,333,333 254,077
------------------ ---------------------- ---------------------
Crispin Goldsmith 25,000 416,666 31,760
------------------ ---------------------- ---------------------
Andrew Lawley 25,000 416,666 31,760
------------------ ---------------------- ---------------------
Derek Myers 200,000 3,333,333 254,077
------------------ ---------------------- ---------------------
David Nicholl 25,000 416,666 31,760
------------------ ---------------------- ---------------------
Harvey Sinclair 25,000 416,666 31,760
------------------ ---------------------- ---------------------
Gary Worby 25,000 416,666 31,760
------------------ ---------------------- ---------------------
2,252,000 42,083,328 3,207,754
------------------ ---------------------- ---------------------
Harvey Sinclair, CEO of eEnergy Group plc, commented : "As
announced in our preliminary results, today, eEnergy continues to
deliver significant year on year growth. As we win larger
contracts, we are seeing longer cash collection cycles and for this
reason we have secured a GBP2,525,000 facility with Hawk and John
Foley's FFIH investment vehicle, a new strategic investor, as well
as support from the Directors. The Board believes that John Foley
has an excellent track record in building high growth companies and
we look forward to his appointment to our Board."
This announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014 (which forms part of
domestic UK law pursuant to the European Union (Withdrawal) Act
2018.
The person responsible for arranging the release of this
announcement on behalf of the Company is Crispin Goldsmith Chief
Financial Officer of the Company.
Contacts:
eEnergy Group plc Tel: +44 20 7078 9564
Harvey Sinclair, Chief Executive info@eenergyplc.com ; www.eenergyplc.com
Officer
Crispin Goldsmith, Chief Financial
Officer
Singer Capital Markets (Nominated Tel: +44 20 7496 3000
Adviser and Joint Broker)
Justin McKeegan, Asha Chotai,
James Maxwell (Corporate Finance)
Tom Salvesen (Corporate Broking)
Canaccord Genuity Limited (Joint Tel: +44 20 7523 8000
Broker)
Max Hartley, Tom Diehl, Gerel
Bastin (Corporate Broking)
Tavistock Tel: +44 207 920 3150
Jos Simson, Heather Armstrong, eEnergy@tavistock.co.uk
Katie Hopkins
About eEnergy Group plc
eEnergy (AIM: EAAS) is a net zero energy services provider,
empowering organisations to achieve net zero by tackling energy
waste and transitioning to clean energy, without the need for
upfront investment. It is making net zero possible and profitable
for all organisations in four ways:
-- Transition to the lowest cost clean energy through the
Group's digital procurement platform and energy management
services.
-- Tackle energy waste with granular data and insight on energy
use and dynamic energy management.
-- Reduce energy use with the right energy efficiency solutions without upfront cost.
-- Reach net zero with onsite renewable generation and electric vehicle (EV) charging.
eEnergy is a Top 5 B2B energy company and has been awarded The
Green Economy Mark by London Stock Exchange.
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END
IODFEMFWIEESEDF
(END) Dow Jones Newswires
November 25, 2022 12:40 ET (17:40 GMT)
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