Active Energy Group PLC Result of General Meeting & CLN conversion update (7479P)

TIDMAEG

RNS Number : 7479P

Active Energy Group PLC

19 February 2021

Active Energy Group Plc / EPIC: AEG / Sector: Alternative Energy

19 February 2021

Active Energy Group Plc

('Active Energy', or the 'Company')

Result of General Meeting and update on CLN conversions

Active Energy, the AIM quoted international biomass based renewable energy and forestry management business, announces that at the General Meeting held earlier today, all resolutions were duly passed, and therefore the CLN Restructuring and Fundraising, announced on 1 February 2021, have been approved.

Michael Rowan, CEO of Active Energy, said:

"We would like to thank current shareholders, former CLN holders and new shareholders for their continuing support of Active Energy. The completion of the corporate restructuring represents a significant milestone for Active Energy and will allow us to accelerate our business plans for CoalSwitch(TM) and the Lumberton site. Construction work is underway to complete the commissioning of the up to 5tph reference plant and we look forward to completing the development of Lumberton and exploiting additional commercial opportunities in North America in the months ahead."

The proxy voting results for the resolutions are copied below:

 
  Resolution                Votes         % of votes   Votes       % of votes   Votes         Total 
                             For*          cast         Against     cast         Withheld**    votes 
                                                                                               cast** 
 Ordinary resolutions 
 1. To authorise 
  the issue of 
  the New Ordinary 
  Shares pursuant 
  to the Fundraising        473,643,875   99.42%       2,776,240   0.58%        3,334,006     476,420,115 
                           ------------  -----------  ----------  -----------  ------------  ------------ 
 2. To authorise 
  the issue of 
  New Ordinary 
  Shares pursuant 
  to the CLN Conversions    476,065,515   99.42%       2,776,240   0.58%        912,366       478,841,755 
                           ------------  -----------  ----------  -----------  ------------  ------------ 
 3. To grant authority 
  to directors 
  to allot ordinary 
  shares                    476,266,567   99.40%       2,876,240   0.60%        611,314       479,142,807 
                           ------------  -----------  ----------  -----------  ------------  ------------ 
 Special resolutions 
 4. To disapply 
  pre-emption rights 
  in relation to 
  the allotment 
  of the New Ordinary 
  Shares issued 
  pursuant to the 
  Fundraising               474,918,755   99.41%       2,804,854   0.59%        2,530,521     477,723,609 
                           ------------  -----------  ----------  -----------  ------------  ------------ 
 5. To disapply 
  pre-emption rights 
  in relation to 
  the allotment 
  of the New Ordinary 
  Shares issued 
  pursuant to the 
  CLN Conversions           476,156,348   99.27%       3,485,656   0.73%        112,117       479,642,004 
                           ------------  -----------  ----------  -----------  ------------  ------------ 
 6. To disapply 
  pre-emption rights 
  in relation to 
  the allotment 
  of ordinary shares        476,112,016   99.27%       3,485,656   0.73%        156,449       479,597,672 
                           ------------  -----------  ----------  -----------  ------------  ------------ 
 

*Votes "For" include votes giving the Chairman discretion.

**Votes "Withheld" are not votes in law and do not count in the number of votes counted for or against a resolution.

Further to the Company's announcements on 13 January 2021 and 1 February 2021, the Company has received conversion notices in respect of GBP16.6 million CLNs from Noteholders, to convert their CLNs into New Ordinary Shares in the Company. As a result, the Company will issue up to 1,660,874,000 New Ordinary Shares to the relevant Noteholders and 700,000,000 New Ordinary Shares pursuant to the Fundraising. Following Admission of the New Ordinary Shares, outstanding CLNs of GBP1.4 million will be redeemed and a further GBP0.4 million of CLNs will be cancelled to fully extinguish the CLN debt.

Application has been made for the admission of up to 2,360,874,000 New Ordinary Shares to trading on AIM ("Admission"), as detailed above. It is expected that Admission will take place at 8.00 a.m. on or around 23 February 2021. A further announcement will be made ahead of Admission detailing the final number of New Ordinary Shares to be issued.

Defined terms used in this announcement shall have the same meaning as in the announcement of 1 February 2021 unless otherwise defined herein.

This announcement contains inside information for the purposes of Article 7 of Regulation (EU) 596/2014.

Enquiries:

 
 Active Energy Group       Michael Rowan 
  Plc                       Chief Executive Officer 
                            Andrew Diamond 
                            Chief Financial Officer 
 Allenby Capital Limited   Nick Naylor / James        Office: +44 (0)20 
  Joint Broker and          Reeve / Asha Chotai        3328 5656 
  Financial adviser         (Corporate Finance) 
  in relation to the        Amrit Nahal (Sales 
  CLN Restructuring         & Corporate Broking) 
 SP Angel Corporate        David Hignell / Caroline   Office: +44 (0)20 
  Finance LLP               Rowe                       3470 0470 
  Nominated Adviser 
  and Joint Broker 
 Camarco                   Gordon Poole / Tom         [e-mail] 
  Financial PR Adviser      Huddart / Emily Hall       Office: +44 (0) 
                                                       20 3757 4980 
 

About Active Energy Group

Active Energy Group plc is a London listed (AIM: AEG) renewable energy company that has developed a proprietary technology which transforms low-cost biomass material into high-value green fuels. Its patented product CoalSwitch(TM) is the world's only drop-in biomass fuel that can be mixed at any ratio with coal or completely replace coal in existing coal-fired power stations without requiring plant modification. Active Energy Group's immediate strategic focus is the production and commercialisation of CoalSwitch(TM) and a low emission CoalSwitch(TM) blend that utilises other waste materials.

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February 19, 2021 06:11 ET (11:11 GMT)