TIDMEQT
RNS Number : 5246U
EQTEC PLC
24 November 2023
24 November 2023
EQTEC plc
("EQTEC", the "Company" or the "Group")
Notice of Extraordinary General Meeting (the "EGM")
Proposed Capital Reorganisation and Share Consolidation
EQTEC plc (AIM: EQT), a global technology innovator powering
distributed, decarbonised, new energy infrastructure through its
waste-to-value solutions for hydrogen, biofuels, and energy
generation, announces that, further to its announcement on 20
November 2023 (the "Announcement"), a circular (the "Circular") is
being sent to shareholders today.
The Circular contains a notice of EGM to approve the capital
reorganisation proposed by the Company in the Announcement (the
"Capital Reorganisation"). The EGM will be held at the offices of
Philip Lee LLP, Connaught House, One Burlington Road, Dublin 4, D04
C5Y6, Ireland at 12.00 noon on Monday, 18 December 2023.
A copy of the Circular and a notice of the EGM (the "Notice")
will be available on the Company's website: www.eqtec.com later
today.
Extracts from the Circular and defined terms are set out
below.
ENQUIRIES
EQTEC plc
David Palumbo / Jeffrey Vander Linden +44 20 3883 7009
Strand Hanson - Nomad & Financial Adviser
James Harris / Richard Johnson +44 20 7409 3494
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Global Investment Strategy UK Ltd - Broker
Samantha Esqulant +44 20 7048 9045
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Fortified Securities - Broker
Guy Wheatley +44 20 3411 7773
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Panmure Gordon - Broker
John Prior / Hugh Rich +44 20 7886 2500
-----------------
Introduction
The purpose of this document is to provide details regarding the
Capital Reorganisation and explain why the Board believes this is
in the best interests of EQTEC plc and its shareholders.
The Capital Reorganisation is conditional on, among other
things, the passing of the Resolutions by Shareholders at the
Extraordinary General Meeting, which is scheduled to take place at
12:00 noon on 18 December 2023. The formal Notice of Extraordinary
General Meeting is set out at the end of this document (together
with a set of explanatory notes) and a form of proxy is also
enclosed for you to complete, sign and return.
The Board considers that the Capital Reorganisation is in the
best interests of the Shareholders taken as a whole and unanimously
recommends that Shareholders vote in favour of the Resolutions to
be proposed at the Extraordinary General Meeting. Failure to
approve the proposed Resolutions may constitute an event of default
under certain facilities included in the refinancing announced on
20 November 2023 following which (as with the case of other
standard events of default) the lenders of such facilities may
declare all outstanding amounts immediately due and payable.
Background and reasons for the Capital Reorganisation
The Company has previously announced its business strategy of
moving out of project development and into pure-play technology
licensing and innovation. The Company's strategy emphasises: (1)
continuously developing and leveraging its IP-rich engineering and
innovation capabilities; (2) de-risking its portfolio by occupying
a narrow segment of the value chain, collaborating with the world's
best value chain partners; and (3) driving higher margins through
licensing its IP for use by owner-operators, deploying its
engineering and design capabilities to get its IP deployed into
more places, for the best-suited business models.
In its recent 2023 Interim Results the Board announced it is
conducting a review of available options for required investment,
with a particular focus on long-term, strategic investors of
sufficient scale and resources to support the Company's growth and
execution of its strategic vision. To facilitate engagement with
prospective investors, the Company has, together with its advisors,
including a major investment bank announced by the Company in
February 2023, established a 10-year business plan built around its
declared strategy.
On 20 November 2023 the Company announced a proposed financial
restructuring, in collaboration with its existing funders and
certain key shareholders, to enable the Company to transition to
revenue-led growth and regain momentum with execution of its
business strategy. Certain aspects of the refinancing are subject
to Shareholders passing resolutions to provide the Company with
authority to issue new Ordinary Shares and the implementation of a
share capital reorganisation. As a condition subsequent to part of
the refinancing announced on 20 November 2023, the Company must
hold the EGM by 3 January 2024 to seek approval from its
Shareholders to implement a share capital reorganisation to reduce
the nominal value of its Ordinary Shares and to refresh the
Company's authority to allot shares.
Shareholder approval is therefore being sought for a
reorganisation of the Company's share capital, comprising the
subdivision, consolidation and a part redesignation of the existing
Ordinary Shares. Each Shareholder's proportionate interest in the
issued Ordinary Shares of the Company (save for rounding to avoid
fractional entitlements) will remain unchanged as a result of the
Capital Reorganisation.
The Capital Reorganisation is proposed in order to achieve a
higher market price for the Consolidated Ordinary Shares to a more
appropriate range for the Company. The Board believes that the
Capital Reorganisation will improve the marketability of the
Ordinary Shares by way of a higher share price and hopes to reduce
volatility in the Company's share price by narrowing the spread of
its bid and offer price. In addition, if the Capital Reorganisation
was not implemented, the Company is prohibited from allotting
shares at a discount to their nominal value, and this is addressed
by the Capital Reorganisation.
The authorised share capital of the Company is EUR213,200,000
divided into 25,761,091,094 Ordinary Shares of EUR0.001 each,
10,000,000,000 Deferred Convertible A Ordinary Shares of EUR0.01
each, 75,140,494 Deferred B Ordinary Shares of EUR0.099 each and
200,000,000 Deferred Ordinary Shares of EUR0.40 each.
As at the date of this document, the Company has 14,783,204,492
Ordinary Shares in issue, with a closing mid-market price of
0.0425p per Ordinary Share (as at 20 November 2023, being the
latest practicable Business Day prior to the date of this
document).
The Capital Reorganisation will involve the following three
inter-conditional steps: (1) the subdivision of existing Ordinary
Shares; (2) the consolidation of the resulting Ordinary Shares; and
(3) the redesignation of certain of the remaining Ordinary
Shares.
(1) Ordinary Share Subdivision
The current nominal value of each of the existing Ordinary
Shares is EUR0.001. Pursuant to the proposed subdivision, each
existing Ordinary Share would be subdivided into 10 Ordinary Shares
of EUR0.0001, from the time at which the Resolution in respect of
the subdivision becomes effective (which will be immediately prior
to the Ordinary Share Consolidation and Redesignation).
(2) Ordinary Share Consolidation
Immediately after the subdivision of the Ordinary Shares every
1,000 (one thousand) subdivided Ordinary Shares of EUR0.0001 each
will be consolidated into 10 (ten) Ordinary Shares of EUR0.01
each
(3) Redesignation
Immediately after the Ordinary Share Consolidation 9 (nine) out
of every 10 Ordinary Shares of EUR0.01 each will be redesignated
into 9 (nine) deferred C ordinary shares of EUR0.01 each ("2023
Deferred Shares").
Shareholders should note that, except for the increase in
nominal value of each Ordinary Share, the voting and dividend
rights attaching to the New Ordinary Shares arising on the Capital
Reorganisation will be identical in all respects to those attaching
to the existing Ordinary Shares at the date of this document. The
2023 Deferred Shares will have no economic value and will carry the
rights as set out in the Amended Articles and as summarised
below.
If the Capital Reorganisation is approved, the New Ordinary
Shares will be admitted to trading on AIM on 19 December 2023.
No new share certificates representing the New Ordinary Shares
will be sent to Shareholders who hold Existing Ordinary Shares in
certificated form. Accordingly, share certificates for the Existing
Ordinary Shares will remain valid, and will only be replaced by
share certificates for New Ordinary Shares when the old share
certificates are surrendered for cancellation following the
transfer, transmission or other disposal of New Ordinary
Shares.
Shareholders who hold their Existing Ordinary Shares in
uncertificated form through CREST should expect to see the security
description updated, in order to reflect their holding in New
Ordinary Shares.
Following the Share Consolidation, the Company's new SEDOL code
will be BLF9HQ3 and its new ISIN code will be IE000955MAJ1.
The 2023 Deferred Shares created will be effectively valueless
as they will not carry any rights to vote or dividend rights. In
addition, holders of 2023 Deferred Shares will not be entitled to a
payment on a return of capital or on a winding up of the Company.
The 2023 Deferred Shares will not be traded on AIM or listed and
will not be transferable other than as specified in the Amended
Articles.
No share certificates will be issued in respect of the 2023
Deferred Shares, nor will CREST accounts of Shareholders be
credited in respect of any entitlement to 2023 Deferred Shares.
In connection with the Capital Reorganisation, the Company is
also required to amend the Existing Articles to reflect the amended
authorised share capital of the Company and include the specific
rights and restrictions attaching to the 2023 Deferred Shares, as
set out above.
Application will be made in accordance with the AIM Rules for
the New Ordinary Shares arising from the Capital Reorganisation to
be admitted to trading on AIM, subject to Shareholders passing
Resolutions at the EGM. It is expected that if such Resolutions are
passed, Admission in respect of such New Ordinary Shares will
become effective and that dealings in those New Ordinary Shares
will commence on 19 December 2023.
No Shareholder will be entitled to a fraction of a new Ordinary
Share or 2023 Deferred Share. Instead, their entitlement will be
rounded down to the nearest whole number of New Ordinary Shares and
Deferred Shares. Remaining fractional entitlements to New Ordinary
Shares and Deferred Shares will be aggregated and sold on behalf,
and for the benefit of, the Company. As a result of the Ordinary
Share Consolidation existing shareholdings will effectively be
divided by 100. If a Shareholder holds fewer than 100 Existing
Ordinary Shares at the Record Date, then the rounding down process
will result in that Shareholder being entitled to zero New Ordinary
Shares and as a result of the Capital Reorganisation they will
cease to hold any Ordinary Shares.
Extraordinary General Meeting
Set out at the end of this document is a notice convening the
Extraordinary General Meeting to be held on 18 December 2023 at
12.00 a.m. in the offices of Philip Lee LLP, Connaught House, One
Burlington Road, Dublin 4, D04 C5Y6 , Ireland at which the
Resolutions will be proposed.
Shareholders wishing to vote but who are unable to attend the
Extraordinary General Meeting in person, are urged to appoint the
Chairman of the meeting as their proxy, in accordance with the
relevant instructions on the form of proxy, and to submit their
form of proxy so as to be received as soon as possible and by no
later than 12:00 a.m. on 16 December 2023. This will ensure that
your vote will be counted even if you are unable to attend in
person.
Resolutions
A summary of the resolutions to be proposed at the Extraordinary
General Meeting is set out below. Please note that this is not the
full text of the Resolutions and you should read this section in
conjunction with the Resolutions contained in the formal notice at
the end of this document (together with the explanatory notes set
out at the end of such notice).
The following resolutions, which are all inter dependent, will
be proposed at the Extraordinary General Meeting:-
Resolution 1 , which will be proposed as an ordinary resolution
seeks shareholder authority to approve the Sub-division.
Resolution 2 , which will be proposed as an ordinary resolution,
seeks shareholder authority to approve the Ordinary Share
Consolidation.
Resolution 3 , which will be proposed as a special resolution,
seeks shareholder authority to approve the Redesignation.
Resolution 4 , which will be proposed as a special resolution,
in order to give effect to the foregoing, seeks shareholder
authority to adopt as the memorandum and articles of association of
the Company the draft memorandum and articles of association
produced to the meeting and initialled by the Chairman of the
meeting for the purposes of identification.
Resolution 5 , which will be proposed as an ordinary resolution,
to authorise the Directors to issue Ordinary Shares up to an
aggregate nominal value equal to EUR4,500,000. This authority shall
expire at the close of business on the date of the next AGM of the
Company unless previously renewed, varied or revoked by the
Company.
As a special resolution, Resolution 3 and 4 require votes in
favour representing 75 per cent. or more of the votes cast (in
person or by proxy) at the Extraordinary General Meeting in order
to be passed.
Action to be taken by Shareholders
A form of proxy for use at the Extraordinary General Meeting is
enclosed. Whether or not you intend to be present at the
Extraordinary General Meeting, you are requested to complete, sign
and return the form of proxy in accordance with the instructions
thereon.
For Shareholders whose name appears on the register of members
of the Company (being those who hold their shares in certificated
form), your proxy may be submitted by post, and returning it to the
Company's Registrar Link Registrars Limited at P.O. Box 7117,
Dublin 2, Ireland (if delivered by post) or at Link Registrars
Limited, Suite 149, The Capel Building, Mary's Abbey, Dublin 7, D07
DP79, Ireland (if delivered by hand) so as to arrive no later than
12.00 noon on 16 December 2023. The return of the form of proxy
will not prevent you from attending the Extraordinary General
Meeting and voting in person should you wish to do so.
Persons who hold their interests in ordinary shares as Belgian
law rights through the Euroclear system or as CDIs should consult
with their custodian, stockbroker or other intermediary at the
earliest opportunity for further information on the processes and
timelines for submitting proxy votes for the EGM through the
respective systems. For voting services offered by custodians
holding Irish corporate securities directly with Euroclear Bank
SA/NV ("Euroclear Bank"), please contact your custodian.
To be effective, all proxy voting instructions (whether
submitted directly or through the EB System or CREST) together with
any power of attorney or other authority under which it is
executed, or a notarially certified copy thereof, must be received
by the Company's Registrars, no later than 12.00 noon. on 16
December 2023. However, persons holding through the EB System or
CREST will also need to comply with any additional voting deadlines
imposed by the respective service offerings. All relevant persons
are recommended to consult with their stockbroker or other
intermediary at the earliest opportunity.
Board Recommendations
The Directors consider that all the proposals to be considered
at the Extraordinary General Meeting are in the best interests of
the Company and its shareholders as a whole and are most likely to
promote the success of the Company. Failure to approve the proposed
Resolutions may constitute an event of default under certain
facilities included in the refinancing announced on 20 November
2023 following which (as with the case of other standard events of
default) the lenders of such facilities may declare all outstanding
amounts immediately due and payable. Accordingly, the Directors
unanimously recommend that you vote in favour of the Resolutions to
be proposed at the Extraordinary General Meeting as they intend to
do in respect of their own beneficial holdings currently amounting
to approximately 3.05 per cent. of the issued share capital of the
Company.
The results of the voting on all Resolutions will be announced
via a Regulatory Information Service and published on our website
as soon as practicable following the conclusion of the
Extraordinary General Meeting.
DEFINITIONS
In this document and in the Form of Proxy the following
expressions have the following meanings.
"AIM" the AIM market of the London Stock
Exchange;
"AIM Rules" the rules for AIM companies and
their nominated advisers issued
by the London Stock Exchange governing
the admission to and the operation
of AIM;
"Articles of Association" the articles of association of the
or "Articles" Company as amended from time to
time and filed with the Registrar
of Companies;
"Amended Articles" the articles of association of the
Company as amended following the
passing of Resolutions 1 and 2 at
the EGM to approve the Capital Reorganisation;
"Business Day" a day (other than Saturdays, Sundays,
public holidays or bank holidays)
"Capital Reorganisation" on which banks are generally open
for normal business in Ireland;
the reorganisation of the Company's
share capital in the matter proposed
in section 2 of the Chairman's Letter
and effected by Resolutions 1-3;
"Circular" or "Document" this document dated 24 November
2023 containing information about
the Capital Reorganisation, the
Resolutions and the Notice of Extraordinary
General Meeting
"Company" or "EQTEC" EQTEC plc;
"Companies Act" the Companies Act 2014 of Ireland
as amended;
"2008 Deferred Shares" the Deferred Convertible A Ordinary
Shares of EUR0.01 each in the Company
having the rights set out in the
Existing Articles;
"2013 Deferred Shares" the Deferred Ordinary Shares of
EUR0.40 each in the Company having
the rights set out in the Existing
Articles;
"2017 Deferred Shares" the Deferred B Ordinary Shares of
EUR0.099 each in the Company having
the rights set out in the Existing
Articles;
"2023 Deferred Shares" the Deferred C Ordinary Shares of
EUR0.10 each in the Company arising
from the Capital Reorganisation
and having the rights set out in
the Amended Articles;
"Existing Articles" the articles of association of the
Company as at the date of this document;
"Existing Ordinary Shares" the 14,783,204,492ordinary shares
of EUR0.001 each in the capital
of the Company in issue as at the
date of this document (being the
entire issued ordinary share capital
of the Company);
"Extraordinary General the extraordinary general meeting
Meeting" or "EGM" of the Company convened for 18 December
2023 to approve the Resolutions;
"EUI" Euroclear UK & International Limited,
the operator of the CREST System;
"Form of Proxy" means the form of proxy for use
at the General Meeting which accompanies
this document;
"GBP" the lawful currency of the United
Kingdom;
"Group" or "EQTEC Group" the Company and its subsidiary undertakings;
"Ireland" Ireland, excluding for the avoidance
of doubt, Northern Ireland;
"Link" or "Registrars" Link Registrars Limited, the Company's
registrars, who have their registered
office at Suite 149, The Capel Building,
Mary's Abbey, Dublin 7, D07 DP79,
Ireland;
"London Stock Exchange" London Stock Exchange plc;
"New Ordinary Shares" the new ordinary shares of nominal
value EUR0.01 each in the capital
of the Company to be created pursuant
to the Capital Reorganisation;
"Ordinary Share Consolidation" following the Subdivision, the consolidation
of the Ordinary Shares of EUR0.0001
each, into Ordinary Shares of EUR0.01
each, as described in section 2
of the Chairman's Letter and effected
by Resolution 2.
"Ordinary Shares" the ordinary shares of EUR0.001
each in the capital of the Company
or, as the context requires, ordinary
shares of EUR0.0001 each in the
capital of the Company or, as the
context requires, ordinary shares
of EUR0.01 each in the Capital of
the Company where Ordinary Shares
are in issue or to be issued, post
the Capital Reorganisation.
"Record Date" 6.00 p.m. on 18 December 2023 or
such other date as the Directors
may determine, being the date by
reference to which the Ordinary
Share Consolidation is calculated;
"Redesignation" following the Subdivision and the
Ordinary Share Consolidation the
redesignation of 9 (nine) out of
every 10 Ordinary Shares of EUR0.01
each into 9 (nine) 2023 Deferred
Shares, as described in section
2 of the Chairman's Letter and effected
by Resolution 3;
"Resolutions" the shareholder resolutions to be
voted upon by Shareholders at the
EGM;
"Restricted Jurisdiction" the United States, Australia, Canada,
Japan, New Zealand and the Republic
of South Africa and any other jurisdiction
in which it would be unlawful to
distribute the document and would
be required to be approved by a
regulatory body;
"Sub-division" means the subdivision of the Ordinary
Shares as described in Section 2
of the Chairman's Letter and effected
by Resolution 1;
"Shareholders" holders of shares (of any class)
in the capital of the Company;
"UK" or "United Kingdom" the United Kingdom of Great Britain
and Northern Ireland; and
"UK Listing Authority" the Financial Conduct Authority
or "UKLA" acting in its capacity as the competent
authority for the purposes of Part
VI of the Financial Services and
Markets Act 2000.
SHARE CONSOLIDATION STATISTICS
Number of Existing Ordinary Shares 14,783,204,492
Number of New Ordinary Shares to be in issue
immediately following completion of the Capital
Reorganisation 147,832,044
Number of 2023 Deferred Shares to be in issue
immediately following completion of the Capital
Reorganisation 1,330,488,404
New ISIN Code following the Share Consolidation IE000955MAJ1
New SEDOL Code following the Share Consolidation BLF9HQ3
TIDM EQT
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Date of this Document and Form of 24 November 2023
Proxy
Latest time and date for receipt 12.00 a.m. on 16 December
of Forms of Proxy 2023
Extraordinary General Meeting 12.00 a.m. on 18 December
2023
Announcement of the Results of the 18 December 2023
Extraordinary General Meeting
Record date for Ordinary Share Consolidation 6.00p.m. on 18 December2023
Admission effective and dealings start of business on 19
commence in the New Ordinary Shares December 2023
and Credit of Euroclear Bank Participant
Accounts and CREST Member accounts
(where applicable)
Note
(1) Unless otherwise stated, all references in this document are
to Dublin time. The dates given are based on the Directors
expectations and may be subject to change. Any change to the
timetable will be notified to the London Stock Exchange and to the
market via a regulatory announcement.
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END
NOGNKNBNOBDDBDB
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