Dial Square Investments Share Discussion Threads

[hedgehog 100] 15/12/2023 13:30

15/12/2023 10:07 UK Regulatory (RNS & others) Dial Square Investments PLC Update re reverse takeover and cancellation LSE:DSI Dial Square Investments Plc

"Dial Square Investments Plc

(to be renamed EnergyPathways plc)

Update re Reverse Takeover of EnergyPathways plc and Cancellation of the Company's Ordinary Shares from the Official List and the Main Market and proposed admission to trading on AIM

Dial Square Investments Plc ("Dial Square" or the "Company"), a London Stock Exchange traded special purpose acquisition vehicle, is pleased to announce that it has agreed to acquire the entire issued share capital and other securities of EnergyPathways Limited ("EnergyPathways"), that was announced on 10 March 2023, with such acquisition constituting a reserve takeover (the "Acquisition"). Completion of the Acquisition is conditional on the satisfaction of various conditions, including admission of the Company's entire issued and to be issued share capital to trading on the AIM market of the London Stock Exchange ("AIM"). Accordingly, the Company intends to request that the Financial Conduct Authority ("FCA") cancels the standard listing of the ordinary shares of the Company (the "Shares") on the Official List and to request the London Stock Exchange to cancel the admission to trading of the Shares on the main market for listed securities (the "Cancellation").

As part of the reverse takeover, the Company has raised GBP2,000,000 through a placing and subscription of 50,000,000 Shares at a price of 4p per Share (the "Fundraising").

The Company has applied for the admission of its issued Shares (as enlarged by the Fundraising and the reverse takeover of EnergyPathways) to trading on AIM ("Admission"). Cancellation and Admission will take place simultaneously and this is expected on 20 December 2023.

On Admission the expected market capitalisation of the Company based on the placing and subscription price of 4p per share is approximately GBP6.32 million.

Background to EnergyPathways

EnergyPathways is an integrated energy transition company, initially targeting UK gas assets, with the aim of bringing into production, in the near-term, low emission energy solutions to assist with the UK's transition to net zero while also providing critical supply to ensure domestic energy security.

EnergyPathways holds, via its wholly-owned subsidiary EnergyPathways Irish Sea Limited, a 100 per cent. interest in block 110/4a in Seaward Licence P2490 that contains the Marram gas field (the "Marram Field"), located 30km west of mainland UK, close to the developed Morecambe gas complex in the UK waters of the UK Irish Sea Basin.

The Marram Field, which was discovered in 1993, is estimated to contain 35.3 Bcf of undeveloped gas 2P Reserves and lies approximately 15km east of the offshore South Morecambe Gas Field Platform and 20km south of the North Morecambe trunkline. Currently, gas from the South Morecambe Field is produced at the South Morecambe platform and is transported along the existing South Morecambe trunkline to the onshore North Morecambe Terminal in Barrow-in-Furness. At the peak of its production, the Morecambe gas complex, including the North Morecambe Field, satisfied approximately 20 per cent. of the UK's gas demand.

In the Marram Field, EnergyPathways has identified what it considers to be a 'ready-to-go' gas development asset, in that it has been fully appraised and has low sub-surface technical risk. It is also able to be brought into production relatively quickly, due to the ability to tie-in to neighbouring existing infrastructure which has spare capacity.

EnergyPathways' proposed development plan for the Marram Field comprises two sub-sea horizontal wells, tied back to the existing Morecambe Bay infrastructure, which the Company hopes will enable the project to generate high rates of return and a prompt recovery of investment. EnergyPathways is targeting first gas from the Marram Field in 2025.

The Directors and the Proposed Directors believe that natural gas is a bridging fuel with a key role to play in the UK energy transition and it is their view that successful development of the Marram Field has the potential to make a favourable contribution towards reducing emissions and supporting the UK's transition to Net Zero and providing energy security.

The Directors and the Proposed Directors believe that the undeveloped potential gas resources identified by EnergyPathways in the UK Irish Sea, which may be up to 2 TCF, are ideally suited for integration with the clean energy technologies and assets in the region to develop reliable, affordable low emission energy supply. The UK Irish Sea region contains major renewable wind generation capacity, reservoirs suited to natural gas and hydrogen energy storage and CCUS and existing energy infrastructure. The UK's leading hydrogen hub development is also nearby. The co-location of these energy assets offers the opportunity for cost-effective integration. Gas power generation is set to have a critical role in providing flexible energy supply as intermittent renewable wind energy generation increases. In this regard, available UK domestic gas, along with stored gas, will be critical in providing back up capacity. Further ahead, the development of a hydrogen economy in the UK will be driven initially by using gas feedstock, gas reforming technologies and CCUS.

The Enlarged Group's initial focus will be the development of the Marram Field, however it also plans to generate shareholder value by playing a wider role in providing the UK with energy security and net zero energy solutions.

Cancellation and Admission

It is intended that the Cancellation will become effective from 8.00 a.m. (London time) on Wednesday 20 December 2023, such that the last day of listing of the Shares on the Official List (with ISIN GB00BM9M0884) would be Tuesday 19 December 2023.

Admission is expected to take place, and dealings in Shares are expected to commence on AIM at 8.00 a.m. on Wednesday 20 December 2023.

Any change to the times and dates mentioned above will be notified to shareholders by an announcement through a Regulatory Information Service.

An AIM Admission Document will be available on the Company's website www.energypathways.uk shortly before Admission.

Cairn Financial Advisers LLP will be appointed Nominated Adviser to the Company upon Admission. ..."

[hedgehog 100] 26/3/2023 12:44

10/03/2023 07:56 UK Regulatory (RNS & others) Dial Square Investments PLC Proposed Acquisition and Suspension of Trading LSE:DSI Dial Square Investments Plc

"Proposed Acquisition of UK energy transition company, Proposed Cancellation of Listing and Suspension of Trading

Dial Square, a London Stock Exchange traded special purpose acquisition vehicle, is pleased to announce that it has entered into Heads of Terms ("Term Sheet") to acquire 100% of the issued and to be issued share capital by way of a reverse takeover ("the Transaction") of EnergyPathways Ltd ("EnergyPathways"), an English private company. EnergyPathways is an energy transition company, targeting UK gas assets, with the aim of bringing into production, in the near-term, low emission energy solutions to assist with the UK's transition to Net Zero while also providing critical supply to ensure domestic energy security.

EnergyPathways holds, indirectly through its subsidiary, a 100 per cent. interest in block 110/4a in Seaward Licence P2490 that contains the Marram gas field ("Marram Field"), located 30km west of mainland UK, close to the developed Morecambe gas complex in the UK waters of the East Irish Sea Basin. The Marram Field, which was discovered in 1993, contains 38.8 Bcf of undeveloped gas 2P Reserves and lies approximately 15km east of the offshore South Morecambe Gas Field Platform. Gas produced from the South Morecambe Platform is transported along the existing South Morecambe trunkline to the onshore North Morecambe Terminal in Barrow. At the peak of its production, the Morecambe complex satisfied approximately 20 per cent. of the UK's gas demand. In the Marram Field, EnergyPathways has identified a 'ready-to-go' gas development asset, that is, Marram has low sub-surface technical risk, with no further appraisal drilling required. It also has near-term production potential due to the ability to tie-in to neighbouring existing infrastructure that has spare capacity. EnergyPathways is targeting first gas in 2024.

The directors of the Company and EnergyPathways believe that natural gas is a bridging fuel with a key role in the global energy transition and that a successful development of the Marram Field has the potential to make a favourable contribution towards reducing emissions and supporting the UK's transition to Net Zero. The extreme volatility experienced in the UK energy market through 2022, resulting from years of under-investment in oil and gas projects, and exacerbated by the supply crunch caused by the ongoing war in Ukraine, has highlighted the necessity for development of gas projects like Marram that have the potential to deliver cleaner, home-grown energy that contributes to UK energy security.

EnergyPathways' initial focus will be the development of the Marram Field, however, in line with its aims to develop low emission energy solutions, EnergyPathways has identified potential future opportunities to rejuvenate production from the UK East Irish Sea. It has submitted applications to the UK Government regulator for the award of additional licences with undeveloped gas resources in the region. EnergyPathways anticipates that there may also be potential to integrate new production with the nearby HyNet Northwest CCS and hydrogen hub project by providing gas feedstock as well as integrating with renewable offshore wind projects. It also intends to consider opportunities to participate in other selected discovered fields in the region and UK more broadly.

EnergyPathways has a strong management team with an established track record for value creation, operational excellence and a commitment to a progressive ESG agenda that prioritises environmental impact alongside the positive socioeconomic impact of its activities.

Pursuant to the Transaction, it is proposed that the issued and to be issued shares of EnergyPathways be acquired for an aggregate consideration of GBP4,080,833 to be satisfied by the issue of 68,013,885 ordinary shares in the capital of the Company to the vendors of EnergyPathways at an issue price of 6 pence per ordinary share of the Company.

The Transaction remains subject to various conditions, including full due diligence to the Company's satisfaction and Re-admission (defined below). As the market capitalisation of the enlarged group following completion of the Transaction is expected to be less than GBP30 million (being the minimum market capitalisation for new applications for admission to Standard Segment and to trading on the Main Market), the Company will not be seeking readmission of its shares to the Standard Segment and to trading on the Main Market for listed securities of the London Stock Exchange. Instead, the Company intends to make an application for its ordinary shares to be admitted to trading on the AIM market operated by the London Stock Exchange ("Re-admission") and will, in due course, publish an admission document.

Shareholders should be aware that there is a possibility that the Transaction will not proceed or that the terms may change depending upon the outcome of due diligence. The Company will provide further updates on the Transaction in due course.

The Company was initially established with the intention of pursuing acquisition opportunities in the sports management sector. The directors have considered a number of acquisition opportunities in this sector, but to date has not yet found an acquisition target that they consider would be appropriate for the Company or in the best interests of its shareholders. As this search has been ongoing, the board were made aware of an opportunity to acquire EnergyPathways. The Transaction represents an opportunity for the Company to invest in a business that has the potential to deliver excellent value for shareholders and as such the directors consider it appropriate to pursue the Transaction rather than continue to spend time and resource seeking an opportunity in the sports management sector that may not come to fruition.

Loan arrangement and Proposed Cancellation of Listing

In conjunction with the entry into the Term Sheet, the Company has made available an unsecured term loan facility of a total principal amount of GBP200,000 ("Loan") to EnergyPathways. The Loan will accrue interest and will be repayable on the earlier of the date of completion of the Transaction, on the first anniversary of the loan agreement and the date falling 6 months after the Term Sheet is terminated. The Company may, at its sole discretion, elect to convert some or all of the Loan (together with the accrued interest) into shares in the capital of EnergyPathways. EnergyPathways shall use the Loan for working capital purposes, including, in particular, costs in relation to progressing its existing offshore gas project and new projects.

The Loan will constitute a reverse takeover of the Company for the purposes of Listing Rule 5.6.4 R and therefore in accordance with Listing Rule 5.2.3 G, the admission of the Company's shares to the Standard Segment and to trading on the Main Market will be cancelled. The Company does not intend to re-apply for its shares to be readmitted to trading on the Main Market as it does not satisfy the minimum market capitalisation requirement of GBP30 million.

As stated above, upon completion of the Transaction, the Company would be seeking Re-admission on AIM and would have sought cancellation of its existing listing in any event. The Company expects the cancellation of its listing to be effective from 6 April 2023 and will update Shareholders in due course once the timetable for cancellation is confirmed. ..."




23/03/2023 07:00 UK Regulatory (RNS & others) Dial Square Investments PLC Update: Cancellation of Listing LSE:DSI Dial Square Investments Plc

"Update: Cancellation of Listing

As announced on 10 March 2023, Dial Square, a London Stock Exchange traded special purpose acquisition vehicle, has entered into Heads of Terms ("Term Sheet") to acquire 100% of the issued and to be issued share capital ("the Transaction") of EnergyPathways Ltd ("EnergyPathways"), an English private company. EnergyPathways is an energy transition company, targeting UK gas assets, with the aim of bringing into production, in the near-term, low emission energy solutions to assist with the UK's transition to Net Zero while also providing critical supply to ensure domestic energy security. Upon completion of the Transaction, the Company will be seeking admission of its shares to trading on AIM.

In conjunction with the entry into the Term Sheet, the Company agreed to make available an unsecured term loan facility of a total principal amount of GBP200,000 ("Loan") to EnergyPathways.

Completion of the Transaction and making of the Loan constitute reverse takeovers of the Company for the purposes of Listing Rule 5.6.4 R and accordingly, the listing of the Company's ordinary shares was suspended on 10 March 2023.

As agreed with the Financial Conduct Authority, the listing of the Company's ordinary shares will remain suspended pending either: (a) cancellation of the listing prior to completion of the Transaction; or (b) if the Transaction does not proceed, re-admission of the Company's ordinary shares to the standard segment of the Official List and to trading on the London Stock Exchange's main market for listed securities, or cancellation of the listing, depending on whether the Company meets the eligibility requirements of the Financial Conduct Authority at that time. Accordingly, the cancellation of the listing of the Company's shares will not occur on 6 April 2023 as initially expected and previously announced. The Company will update Shareholders in due course.

Further details regarding the Transaction are set out in the announcement of the Company dated 10 March 2023. Shareholders should be aware that there is a possibility that the Transaction will not proceed or that the terms may change depending upon the outcome of due diligence. The Company will provide further updates on the Transaction in due course."

[vipassana] 03/8/2013 09:19

1 Mining Asteroids

Two companies in the U.S. have pledged to launch a series of spacecraft and exploratory satellites to investigate the possibility of mining natural resources from asteroids – as early as 2015.

One of the companies, Deep Space Industries, plans to begin operations by servicing 'in-space markets' first, where its claimed fuel and materials shipped up from Earth are exceedingly costly. What these markets are remains a mystery, but it's sure to involve a McDonalds franchise.

The company claims they will build a MicroGravity Foundry that "will be able to transform asteroid ore into complex metal parts with a simple 3D printing process."

The company asserts "Along with water, air and propellant, there are asteroids with more gold and platinum in them than the human race has used in its entire history."

No word yet on whether they'll be employing a FIFO workforce.

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