LIB Libertine Holdings Plc

16 July 2024

This announcement contains inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("MAR").

Libertine Holdings PLC

("Libertine" the "Company" or the "Group")

Financing Update

The board of directors of Libertine Holdings PLC (LSE AIM: LIB), a developer of Linear Generator technology, provides an update regarding the Proposed Investment.

On 1 July 2024 the Company announced that the Equity Investors had concluded their due diligence and that the Company had entered into conditional subscription agreements with each of the Equity Investors for a total investment of £2.0 million at 1.5 pence per Ordinary Share in the Company ("Proposed Investment"). The Proposed Investment, if successful and received in full, would provide the Company with sufficient funding to June 2025.

The Equity Investors are in the process of depositing funds into either the Company's UK bank account or into a UK escrow account. Due to the timing of the processes required to transfer funds from UAE and India, the board anticipates that a first subscription amount (the quantum of which is yet to be confirmed) will be deposited into the Company's UK bank account or into a UK escrow account by Reliant FZCO during July 2024 (the "First Subscription"). The board anticipates that the balance of the Proposed Investment will be deposited by the Equity Investors in August 2024 (the "Second Subscription"). At this point in time, there can be no guarantee in relation to the timing of the receipt of such funds.

Subject to the quantum and timing of the deposit of the First Subscription, the Board may seek short-term funding ("Short-Term Funding") from new or existing investors to support the finalisation of the First Subscription should sufficient funds not be received into the Company's UK bank account or into a UK escrow account by late-July 2024. There can be no guarantee that any Short-Term Funding will be forthcoming.

Subject to the receipt of the First Subscription the Company intends to publish a circular to shareholders ("Circular") and convene a general meeting in order to meet the conditions of the Proposed Investment as set out further in this announcement.

The aggregate Proposed Investment would result in the issue of, in aggregate, up to 133,333,332 Ordinary Shares to the Equity Investors ("Subscription Shares") which would result in the Equity Investors holding up to c.49% of the enlarged issued share capital of the Company, absent any additional equity raise.

As previously announced, the Proposed Investment is subject to, amongst other things: (i) receipt of funds into the Company's UK bank account or into a UK escrow account; (ii) the Takeover Panel agreeing to waive the obligation under Rule 9 of the City Code on Takeovers and Mergers ("Takeover Code") to make a mandatory offer for the entire issued share capital of the Company, subject to the approval of the independent shareholders; and (iii) the Company obtaining the necessary shareholder authorities at a general meeting of shareholders of the Company to issue the Subscription Shares.

Subject to demand, the Company may seek to conduct a further fundraise with new and existing investors, alongside the Second Subscription, to provide it with additional working capital beyond this point. Notwithstanding this position, the Company believes it will still likely require additional funds beyond June 2025 for further working capital purposes, given the Company is not expecting to achieve a breakeven position in this timeframe.

In the absence of any Short-Term Funding, the Proposed Investment or any other funding, the Company can currently maintain its operations to mid-August 2024.

Should the Proposed Investment not complete as planned, the Board may seek the cancellation of admission of the Company's ordinary shares to trading on AIM and re-registration as a private limited company in order to attempt to undertake a solvent wind down of the Company. A further announcement will be made in due course.

Defined terms in this announcement bear the same meanings as in the announcement published by the Company on 1 July 2024 unless otherwise indicated.

For more information, please visit www.libertine.co.uk or contact:

About Libertine

Founded in 2009, Libertine provides technology platform solutions for Original Equipment Manufacturers ("OEMs"), enabling efficient and clean power generation from renewable fuels, and more effective energy storage devices and gas compressor systems. Libertine was admitted to trading on the AIM market of the London Stock Exchange in December 2021. 

Libertine has created two technology platforms, each using the same core technology elements, which the Company provides to its OEM customers for their development of Linear Generator and Linear Motor products:

-       The intelliGEN™ platform enables the creation of clean, highly efficient and fuel-flexible Linear Generator products including:

•      Heavy-duty hybrid powertrains of trucks, buses, tractors, construction and mining equipment;

•      Medium and light-duty hybrid powertrains of commercial vehicles operating over longer distances;

•      A proportion of the passenger automotive market where vehicle use and recharging constraints are a barrier to battery electrification; and

•      A wide range of off-grid, portable power and distributed power generation applications.

-       The HEXAGEN^TM platform enables more effective energy storage, thermal power generation, waste heat recovery and gas compression products including:

•      Stirling Engine power generators and thermal energy storage systems;

•      Linear motor reciprocating compressor (LMRC) systems for hydrogen refuelling stations; and

•      Organic Rankine Cycle waste heat recovery systems.

These two platforms are a result of over a decade of development and performance validation of Libertine's proprietary core technology elements including its linear electrical machines, controls and developer tools, and are protected by a broad international portfolio of over 40 granted patents, with multiple further patents pending protecting recent developments.

The potential market for Linear Generator products goes well beyond the distributed power generation applications where Linear Generators are already in commercial use today, complementing intermittent renewable power with clean, on-demand power generation. Linear Generators also have the potential to complement battery electrification in hybrid powertrains, providing on-board power generation to address the practical and economic barriers to rapid adoption of clean electric propulsion using battery electric powertrain technology alone.

Working with OEMs from an early stage in the development cycle ensures Libertine's technology is effectively integrated into OEM products, maximising the performance and economic benefits provided by Libertine's platform technology. Libertine has developed a portfolio of over 30 granted patents in addition to a significant body of technical know-how generated since the Company's formation. The Company's senior management team and board includes executives with decades of deep technical experience in the automotive and energy industries.