Share Name Share Symbol Market Type Share ISIN Share Description
Alexander Mining Plc LSE:AXM London Ordinary Share GB00B06K1665 ORD 0.001P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.0% 0.0275 0.025 0.03 0.00 0.00 0.00 0.00 01:00:00
Industry Sector Turnover (m) Profit (m) EPS - Basic PE Ratio Market Cap (m)
Mining 0.0 -0.5 -0.0 - 1

Alexander Mining PLC Proposed acquisition of eLight

20/12/2019 7:00am

UK Regulatory (RNS & others)


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RNS Number : 5722X

Alexander Mining PLC

20 December 2019

THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. THIS ANNOUNCEMENT SHALL NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY ORDINARY SHARES OF ALEXANDER MINING PLC IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.

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

Alexander Mining plc

("Alexander" or the "Company")

Proposed Acquisition of eLight Group Holdings Ltd

Share Capital Consolidation and Share Sub-division

Disposal of MetaLeach Assets

Change of Name to eEnergy Group plc

Placing of 26,666,667 new Ordinary Shares each at a price of 7.5p per share

Admission of the Enlarged Ordinary Share Capital to trading on AIM

Approval of Waiver of Obligations under Rule 9 of the Takeover Code

Adoption of New Articles

and

Notice of General Meeting

Alexander is pleased to announce the proposed acquisition of eLight Group Holdings Ltd which is an Energy Efficiency as a Service company that provides commercial customers with immediate energy and cost reductions with zero upfront investment. The consideration for the acquisition is GBP6.6 million, to be satisfied by the issue of the Consideration Shares at the Issue Price.

The acquisition, which is subject to shareholder approval, constitutes a reverse takeover under the AIM Rules. Upon completion, the Company will trade under the name of eEnergy Group plc and its new ticker symbol will be "EAAS".

The Company also announces that it has conditionally raised GBP2 million (before expenses) through a placing of 26,666,667 New Ordinary Shares at 7.5 pence per New Ordinary Share, which will be used to finance the development of eLight and for working capital.

Highlights

The Directors believe that eLight presents an attractive opportunity for the following reasons:

Large market opportunity

The market in the EU for Energy Efficiency services in 2017 was approximately EUR25 billion and is expected to double by 2025(1) . Within this, the LaaS opportunity is expected to grow from $225 million in revenues in 2017 to $960 million by 2026, a CAGR of 18 per cent(2) .

Attractive economics

eLight's core LaaS business model generates positive cash flows upon completion of a customer installation, with its finance partners assuming the ongoing credit risk of customers' obligations under the service agreement.

Ageing Infrastructure

Customers who have not transitioned to LED lighting face an inevitable "end-of-life" scenario in respect to their existing lighting infrastructure. With old technology becoming obsolete and replacement parts becoming unavailable, customers are increasingly considering total or partial lighting infrastructure upgrades as their existing lighting fails, which the Proposed Directors believe is providing an ideal environment to be offering a capital free transition to energy efficient technologies through a LaaS solution.

Regulatory pressure driving change

The UK government passed an amendment to the legislation of the Climate Change Act 2008 in 2019 to commit the country to reduce its greenhouse gas emissions by 100 per cent. by 2050. This net zero target is informing legislation across all sectors of the economy, placing obligations on industrial, commercial and other sectors of society to adopt measures to reduce energy consumption.

-- The Energy Savings Opportunity Scheme (ESOS) Regulation in 2014 obliges all UK companies with turnover in excess of GBP50 million to undertake comprehensive assessments of energy efficiency opportunities at least once every four years;

-- Minimum Energy Performance Standards (MEPS) regulation in 2015 dictates that from 1 April 2018 commercial property landlords must upgrade their properties to an EPC grade of at least "E" before they can renew an existing lease or grant a lease to new tenants; and

-- The Carbon Emissions Tax introduced on 1 April 2019 will apply a tax on businesses of GBP16 per

tonne on a    carbon equivalent basis for all emissions exceeding an annual allowance. 

Social pressure

Individual users of buildings, be they workers, customers or students, are increasingly aware of the issues of climate change and are demanding higher levels of environmental responsibility from organisations - as illustrated by the climate change demonstrations in major cities during 2019. The Proposed Directors believe that consumer pressure will encourage building managers to move towards greater energy efficiency in their buildings.

Established operator

The eLight team, whether as part of eLight or when at predecessor companies, have installed LED systems for over 800 customers, predominantly through the LaaS service contract model, which the Proposed Directors believe makes them one of the most prolific LED system installation provider by number of projects in the UK and Ireland and customer satisfaction with these installations is high. The Proposed Directors believe that this demonstrates not only the attraction of the eLight LaaS solution in its chosen market sectors, but also its suitability for further market rollout.

Mature and growing pipeline of qualified opportunities

eLight has identified large sectors of the education, commercial and industrial markets that the Proposed Directors believe fit its criteria to supply a range of EEaaS solutions, beginning with LaaS. The current pipeline of qualified and engaged opportunities stands at over EUR30 million which underpins the revenue forecast for the rest of the financial year.

Experienced management team

eLight has an experienced management team with skills in sales, marketing, operations, finance and project management and the proposed Non-Executive Directors have extensive experience of AIM corporate governance standards and managing the balance of executing a company's day-to-day operations and organic growth with inorganic growth through the completion and integration of acquisitions.

Background to and Reasons for the Acquisition

On 25 September 2019, the Company announced that it intended to dispose of its mineral processing technology interests, comprising the MetaLeach Assets, and to change its business strategy. Pursuant to the AIM Rules for Companies, the Company is required to make an acquisition or acquisitions which constitute a reverse takeover under Rule 14 of the AIM Rules for Companies within six months of the Disposal otherwise the trading of the Company's shares on AIM will be suspended.

The Existing Directors believe that completion of the Acquisition and the Disposal represents an exciting opportunity for the Company with significant potential to increase Shareholder value. Further details of the Disposal are set out in paragraph 6 below.

The Acquisition represents the first step in creating a broader-based Energy Efficiency Services provider that can supply multiple complementary energy-related services to both existing and new customers and use the currency of its AIM-listed securities to participate in the consolidation and integration of other service providers in what is a highly fragmented market.

Accordingly, the Existing Directors propose that, subject to Shareholders' approval of the Resolutions, the Company will acquire the entire issued share capital of eLight and make the Disposal. The Enlarged Group's operations would thereafter constitute exclusively those of eLight. Details of the business and operations of eLight are set out in paragraph 3 below.

Publication of Admission Document, Circular, General Meeting and Admission

The Company has today published its Admission Document with a notice convening a General Meeting which is available to view on its website at www.alexandermining.com. The Admission Document will be posted to Shareholders later today. The Ordinary Shares were suspended from trading on AIM on 29 November 2019. With the publication of the Admission Document today, trading in the Company's Ordinary Shares on AIM will be restored at 7.30 a.m. today.

The General Meeting to approve the Resolutions in relation, inter alia, to the Acquisition, waiver of obligations of the Concert Party to make a mandatory offer for the Company pursuant to Rule 9 of the City Code on Takeovers and Mergers and the Placing will be held at 11 a.m. on 8 January 2020 at the offices of Hill Dickinson LLP, The Broadgate Tower, 20 Primrose Street, London EC2A 2EW. A summary of the action the Shareholders should take is set out in the Admission Document.

Alan Clegg, Chairman of Alexander, said: "It is pleasing that despite the challenges embedded in the uncertainty of the UK investment landscape up to the foundational Brexit General Election result, that the Board and our advisory team have managed to both find an acceptable buyer for the MetaLeach assets, conclude an appropriate SPA and complete all the necessary conditions for the RTO while raising an acceptable level of new equity funds to proceed with the conclusion of this transaction. We remain fully convinced that the resultant divergent paths created for MetaLeach and the listed shell are the right ones for the realisation of value for both old and new shareholders alike."

Enquiries:

 
  Martin Rosser 
    Chief Executive 
    Mobile: +44 (0) 7770 865 341 
   Alexander Mining plc 
    Tel: +44 (0) 20 7078 9566 
    Email: mail@alexandermining.com 
    Website: www.alexandermining.com 
 
   Cairn Financial Advisers LLP 
    Sandy Jamieson/James Caithie 
    Tel: +44 (0) 20 7213 0880 
 
    Turner Pope Investments (TPI) Ltd. 
    Andy Thacker 
    Zoe Alexander 
    Tel: +44 (0) 20 3657 0050 
 

1. INTRODUCTION

On 25 September 2019, Alexander Mining plc announced that it had completed a review of its operations and had concluded that it was no longer in Shareholders' interests for the Company to continue to provide financial support for its mineral processing technology activities, which are carried out by the Company's wholly owned subsidiary, MetaLeach. The Board was therefore proposing to dispose of MetaLeach and change the Company's business strategy. The Company intended to become an AIM Rule 15 cash shell and to simultaneously complete a suitable reverse takeover in accordance with the AIM Rules.

On 29 November 2019, the Company announced that it was in advanced negotiations to acquire the entire issued share capital of eLight. As the acquisition would be treated as a reverse takeover under the AIM Rules, trading in the Company's Existing Ordinary Shares was suspended pending publication of an admission document.

Subject to Shareholders' approval of the Resolutions, the Company has agreed to acquire the entire issued share capital of eLight. eLight is an Energy Efficiency as a Service company which provides commercial customers with immediate energy and cost reductions with zero upfront investment. The consideration for the acquisition of the entire issued share capital of eLight is GBP6.6 million, to be satisfied by the issue of the Consideration Shares at the Issue Price, credited as fully paid.

The Company also intends to seek Shareholder approval for the disposal of its mineral processing technology interests comprising the MetaLeach Assets, pursuant to Rule 15 of the AIM Rules for Companies. Further details of the Disposal are set out in paragraph 6 below.

If the Acquisition is completed, it will constitute a reverse takeover under AIM Rules for Companies and will be subject, inter alia, to the approval of Shareholders under AIM Rule 14.

The Company has also conditionally raised a further GBP1,340,000 net of expenses through the issue of 26,666,667 Placing Shares to institutional and other investors at the Issue Price pursuant to the Placing. Further details of the Placing are set out in paragraph 12 below.

Furthermore, the Company intends to seek Shareholder approval to perform a share consolidation of every 75,000 Existing Ordinary Shares into one Consolidated Ordinary Share and then sub-divide each Consolidated Ordinary Share into 250 New Ordinary Shares. Further details of the Share Consolidation and Share Sub-division are set out in paragraph 7 below.

On completion of the Proposals, the Enlarged Group's operations will thereafter constitute exclusively of those of eLight. Details of the business and operations of eLight are set out in paragraph 3 below.

On completion of the Acquisition, the Concert Party (comprising those shareholders in eLight who are considered to be acting in concert with each other) will hold up to 86,264,528 New Ordinary Shares on Admission, representing 65.89 per cent. of the Enlarged Ordinary Share Capital. Under Rule 9 of the Takeover Code, the Concert Party would normally then be obliged to make a general offer to all Shareholders (other than the Concert Party) to acquire all the Existing Ordinary Shares not owned by the Concert Party. The Panel has agreed to waive this obligation subject to the approval by the Independent Shareholders of the Whitewash Resolution (on a poll) at the General Meeting. The Acquisition is therefore also subject to the approval of the Whitewash Resolution by the Independent Shareholders. Your attention is drawn to paragraph 10 below which contains further information on the Takeover Code and the Whitewash Resolution.

It is further proposed that the Company changes its name to "eEnergy Group plc" and adopts the New Articles. Further details of the Change of Name and the New Articles are set out in paragraphs 8 and 9 (respectively) below.

The Proposals are to be put to Shareholders at the General Meeting.

A circular comprising an Admission Document is being sent to Shareholders today which contains information regarding the matters described above and to seek Shareholder approval of the Resolutions at the General Meeting. The Notice of General Meeting is set out at the end of the Admission Document. The Proposals are conditional, inter alia, on the passing of the Resolutions and Admission. The General Meeting of the Company at which the Resolutions will be proposed has been convened for 11.00 a.m. on 8 January 2020 at the offices of Hill Dickinson LLP, The Broadgate Tower, 20 Primrose Street, London EC2A 2EW. If the Resolutions are approved by Shareholders, it is expected that Admission will become effective and dealings in the Enlarged Ordinary Share Capital will commence on AIM at 8.00 a.m. on or around 9 January 2020.

   2.    BACKGROUND TO AND REASONS FOR THE ACQUISITION 

On 25 September 2019, the Company announced that it intended to dispose of its mineral processing technology interests, comprising the MetaLeach Assets, and to change its business strategy. Pursuant to the AIM Rules for Companies, the Company is required to make an acquisition or acquisitions which constitute a reverse takeover under Rule 14 of the AIM Rules for Companies within six months of the Disposal otherwise the trading of the Company's shares on AIM will be suspended.

The Existing Directors believe that completion of the Acquisition and the Disposal represents an exciting opportunity for the Company with significant potential to increase Shareholder value. Further details of the the Disposal are set out in paragraph 6 below.

The Acquisition represents the first step in creating a broader-based Energy Efficiency Services provider that can supply multiple complementary energy-related services to both existing and new customers and use the currency of its AIM-listed securities to participate in the consolidation and integration of other service providers in what is a highly fragmented market.

Accordingly, the Existing Directors propose that, subject to Shareholders' approval of the Resolutions, the Company will acquire the entire issued share capital of eLight. The Enlarged Group's operations would thereafter constitute exclusively those of eLight. Details of the business and operations of eLight are set out in paragraph 3 below.

   3.    INFORMATION ON ELIGHT 

3.1 INTRODUCTION

eLight is an Energy Efficiency as a Service company which provides commercial customers with immediate energy and cost reductions with zero upfront investment by delivering Light-as-a-Service.

eLight has built a strong position in the UK and Ireland, offering customers the ability to switch to LED lighting technology without capital investment, improve the quality of their lighting and reduce their carbon footprint. eLight's service agreements provide customers with a fully maintained solution for the term of the agreement.

The monthly energy savings which are unlocked are more than the monthly service fee, so customers generate immediate positive cash flow in addition to reducing their carbon footprint.

Energy efficiency upgrades are typically capital intensive, which has traditionally acted as a barrier for organisations looking to reduce their energy consumption. eLight removes these barriers with its service agreement-based business model. The market in the EU for energy efficiency services in 2017 was approximately EUR25 billion and is expected to double by 2025(3) .

eLight can also provide customers with LED lighting installation services under a traditional supply and install service.

Energy efficient LED lighting offers businesses one of the most significant energy saving opportunities, where the Proposed Directors estimate that up to 80 per cent. energy savings being possible from their existing lighting costs. Lighting typically accounts for between 25-40 per cent. of total energy consumption for commercial buildings(4) , so the net energy saving impact is considerable. The Proposed Directors estimate that 70 per cent. of the more than 2 million rateable non-domestic buildings in the UK & Ireland have yet to transition to LED technology.

eLight's use of performance-insured contracts for its customers and partnerships with providers of project finance in the UK and the Eurozone enables it to generate positive cashflows upon completion of an installation, with no residual credit exposure to the customer under the service agreement.

eLight has secured contracts directly with certain of the world's leading technology manufacturers, bypassing distributors and wholesale channels to ensure a competitive advantage for its projects, and is in negotiations with a leading green and clean technology funding partner to obtain a dedicated fund for its energy service agreements.

eLight's Chief Executive Officer, Harvey Sinclair, along with the other Proposed Directors, have prior experience of executing a buy-and-build strategy in the technology, software and energy service sectors and have already identified and begun dialogues with companies that the Proposed Directors believe could add significant value to the Group by way of acquisition.

As set out in paragraph 1 above, the funds raised will be used to fund the Enlarged Group's expansion, organically and by acquisition, into adjacent energy management services, as well as developing the eLight App and to fund working capital requirements.

3.2 INVESTMENT OPPORTUNITY

eLight presents investors with the opportunity to participate in a growing sector of the energy services industry, building upon an established position in the EEaaS sector with "Light-as-a-Service" and using the currency of an AIM listing to acquire and consolidate energy management providers and complementary energy efficiency services in order to create a broader-based energy services company.

Large market opportunity

The market in the EU for Energy Efficiency services in 2017 was approximately EUR25 billion and is expected to double by 2025(5) . Within this, the LaaS opportunity is expected to grow from $225 million in revenues in 2017 to $960 million by 2026, a CAGR of 18 per cent(6) .

Attractive economics

eLight's core LaaS business model generates positive cash flows upon completion of a customer installation, with its finance partners assuming the ongoing credit risk of customers' obligations under the service agreement.

Ageing Infrastructure

Customers who have not transitioned to LED lighting face an inevitable "end-of-life" scenario in respect to their existing lighting infrastructure. With old technology becoming obsolete and replacement parts becoming unavailable, customers are increasingly considering total or partial lighting infrastructure upgrades as their existing lighting fails, which the Proposed Directors believe is providing an ideal environment to be offering a capital free transition to energy efficient technologies through an LaaS solution.

Regulatory pressure driving change

The UK government passed an amendment to the legislation of the Climate Change Act 2008 in 2019 to commit the country to reduce its greenhouse gas emissions by 100 per cent. by 2050. This net zero target is informing legislation across all sectors of the economy, placing obligations on industrial, commercial and other sectors of society to adopt measures to reduce energy consumption.

-- The Energy Savings Opportunity Scheme (ESOS) Regulation in 2014 obliges all UK companies with turnover in excess of GBP50 million to undertake comprehensive assessments of energy efficiency opportunities at least once every four years;

-- Minimum Energy Performance Standards (MEPS) regulation in 2015 dictates that from 1 April 2018 commercial property landlords must upgrade their properties to an EPC grade of at least "E" before they can renew an existing lease or grant a lease to new tenants; and

-- The Carbon Emissions Tax introduced on 1 April 2019 will apply a tax on businesses of GBP16 per tonne on a carbon equivalent basis for all emissions exceeding an annual allowance.

Social pressure

Individual users of buildings, be they workers, customers or students, are increasingly aware of the issues of climate change and are demanding higher levels of environmental responsibility from organisations - as illustrated by the climate change demonstrations in major cities during 2019. The Proposed Directors believe that consumer pressure will encourage building managers to move towards greater energy efficiency in their buildings.

Established operator

The eLight team, whether as part of eLight or when at predecessor companies, have installed LED systems for over 800 customers, predominantly through the LaaS service contract model, which the Proposed Directors believe makes them one of the most prolific LED system installation provider by number of projects in the UK and Ireland and customer satisfaction with these installations is high. The Proposed Directors believe that this demonstrates not only the attraction of the eLight LaaS solution in its chosen market sectors, but also its suitability for further market rollout.

Mature and growing pipeline of qualified opportunities

eLight has identified large sectors of the education, commercial and industrial markets that the Proposed Directors believe fit its criteria to supply a range of EEaaS solutions, beginning with LaaS. The current pipeline of qualified and engaged opportunities stands at over EUR30 million which underpins the revenue forecast for the rest of the financial year.

Experienced management team

eLight has an experienced management team with skills in sales, marketing, operations, finance and project management and the proposed Non-Executive Directors have extensive experience of AIM-corporate governance standards and managing the balance of executing a company's day-to-day operations and organic growth with inorganic growth through the completion and integration of acquisitions.

3.3 THE ENERGY EFFICIENCY & EEaaS MARKET

Energy efficiency, that is, reducing the amount of energy consumed to undertake a specific activity, can be improved by better management of existing plant and equipment and/or replacing equipment with higher efficiency units and systems.

EEaaS is a business model for delivering energy efficiency improvements with no upfront capital costs to the end user or customer. It is an emerging segment of the overall energy efficiency market and LaaS which takes advantage of the high efficiency of LED lighting, has been one of the first examples of EEaaS to gain market traction.

The market in the EU for EE services was approximately EUR25 billion in 2017 and is expected to double by 2025(7) . Buildings account for 39 per cent. of the EU's total final energy consumption and 75 per cent. of the EU's building stock is regarded as still energy inefficient. The rate of building renovation remains very low, at around 0.4 per cent. to 1.2 per cent. per year, relative to where it needs to be (3 per cent. per annum) in order for the EU to meet its emissions targets(8) . The European Commission estimates that EUR100 billion needs to be invested annually to achieve Europe's 2020 energy efficiency targets(9) .

Although there are many positive drivers to encourage businesses to adopt improved EE there are also several barriers including the need to make capital investments into plant and equipment that are non-core to most businesses. Many businesses, particularly SMEs, do not have or do not wish to allocate capital for non-core investments even though energy efficiency investments would reduce operating costs. EEaaS business models are expected to capture a growing share of the energy efficiency market as they overcome this barrier.

The global LaaS market is expected to grow from $662 million in revenues in 2017 to $2.6 billion by 2026, a CAGR of 16 per cent(10) . eLight is currently targeting large retailers and supermarket chains, as well as offices, factories, warehouses, and schools in the UK and Ireland.

As a specific example of the opportunity, there are around 2,500 independent schools in the UK, of which the Proposed Directors estimate between 70-80 per cent. have not yet transitioned to LED - potentially a circa GBP150 million market opportunity. UK independent schools is a relatively new area of focus for eLight, building on some successful client projects in 2018 and 2019.

3.4 MARKET DRIVERS

Although EE has been relatively neglected both globally and in the UK and Ireland, it has recently begun to rise up the agendas of both governments and public and private sector organisations. At governmental levels:

   -- The UK became the first major economy to adopt a law in June 2019 to bring all carbon emissions to zero by 2050 
      (the Net Zero commitment). 
 
   -- The EU Energy Efficiency Directive ("EED") (amended in 2018) requires member states to make several improvements 
      in energy efficiency including reducing energy consumption by 1.5 per cent. per annum and prepare long-term 
      building renovation strategies as part of a National Energy Efficiency Action Plan. The UK Government has stated 
      that it intends to at least maintain EU levels of environmental protection following Brexit. 
 
   -- The Energy Savings Opportunity Scheme ("ESOS") is one of the UK policies enacted in response to the EED which 
      requires large organisations with more than 250 employees to have an energy assessment every four years. 
 
   -- Minimum Energy Efficiency Standards ("MEES") was introduced on 1 April 2018. MEES makes it unlawful, subject to 
      certain exemptions, to grant a new lease for a non-domestic property that has an Energy Performance Certificate 
      ("EPC") below E. From 1 April 2023, landlords will not be able to continue letting a property with an EPC below E 
      and the minimum EPC requirement is intended to be increased in future years. 

The Proposed Directors believe that commercial pressure on organisations is also compelling:

-- High energy prices - UK non-domestic electricity prices are the 10th highest amongst the EU-28(11) . The non-commodity element of electricity prices, which is made up of various obligatory system charges is approximately 50 per cent. of the total energy bill and this element is expected to increase in future(12) .

-- Ageing infrastructure - old technology is failing and less widely available while new technology is expensive, thus reinforcing opportunity for "as a Service" models.

-- Increasing focus on the threat of climate change is driving corporates and investors to progress programmes to reduce carbon emissions. Users of buildings such as students, customers and workers are increasingly aware of energy usage and encourage building managers to implement energy efficiency programmes.

-- It has been estimated that over 75 per cent. of lighting installations in the UK are thought to be out of date and unable to meet current design standards(13) .

-- The cost of energy efficiency equipment is falling. This is most noticeable in the case of LEDs but other relevant technologies, such as control systems and sensors based on IoT, are also becoming cheaper and with higher capabilities.

-- There is increasing interest in energy efficiency from institutional investors. EE projects can provide investors with an opportunity to gain exposure to stable and predictable cash flows.

The emergence of "as a Service" business models are making energy savings easier to achieve.

3.5 THE BUSINESS

History and background

The eLight Group was formed in Ireland in June 2018 to acquire what are now eLight Ireland and eLight UK and create one of the leading LaaS providers in the UK and Ireland.

David Nicholl, the Proposed Chairman, who was previously CEO of Philips Lighting (UK and Ireland), part of the Phillips N.V. group, established eLight UK in February 2018 to acquire the goodwill and assets of Energy Works from the administrators with the objective of seeking to establish a larger entity by combining it with other sub-scale emerging providers of LaaS solutions. Energy Works commenced trading in 2013 to develop opportunities around the growth of LED lighting. From 2014, Energy Works had developed a LaaS proposition and had completed nearly 60 LaaS projects (often over multiple sites) before shareholders appointed administrators in February 2018 as they considered the scale and structure of the business unsuitable as a standalone entity.

In July 2018, eLight UK agreed to merge with eLight Ireland to create a broader LaaS platform with the ability to centralise its administration, improve procurement and benefit from economies of scale. As a result of the merger, eLight Ireland and eLight UK became wholly owned subsidiaries of eLight. eLight Ireland was established in June 2018 as a wholly owned subsidiary of eLight to novate the MPL Subcontract Agreement, recruit staff and acquire the necessary assets from Solutions. Solutions was originally formed in 2009 by Ian McKenna to distribute LED technology and had moved into LaaS in 2013.

By the middle of 2018 Solutions had completed over 600 LED installation projects in Ireland under the "eLight" brand mainly operating in the capacity as an installer and agent for Irish utilities or for MPL, a dedicated asset investment fund which is owned by a number of Irish private investor clients of Merrion Capital.

Under the MPL Subcontract Agreement, eLight Ireland sources clients for MPL to provide their LaaS product and arrange the LED lighting installation. In return for this, eLight Ireland receives a portion of the total contract value, paid in advance, a commission paid quarterly on the service fees collected by MPL and a EUR250,000 annual fee payable in January of each year. eLight Ireland can also fulfil a client's supply and install project outside of the MPL Subcontract Agreement. The Proposed Directors intend to replace MPL as a source of LaaS funding with a new funding partner to operate on a similar basis as eLight UK.

eLight also generates revenue from energy credits from its activities in Ireland, which are created on completion of an LED installation project and which can be sold on to third parties once validated by the Sustainable Energy Authority of Ireland. The sustainability of this stream of income is dependent on the Energy Efficiency Obligation Scheme. The scheme was initially brought into effect on 1 January 2014 and is currently scheduled to run to until at least December 2020.

In the period since the eLight Group was established, the Proposed Directors believe it has established a sound operational platform to support the eLight Group's growth and expansion by centralising many of the eLight Group's operations, improving reporting, establishing standardised operating procedures and recruiting additional executives. In particular:

-- Lead generation activity has been brought in-house and operates from Malahide in Ireland and a Salesforce CRM was adopted in Q2 2019;

-- A number of sector specific sales initiatives have been launched and an increased focus has been given to large multi-site accounts;

-- In operations, a standardised framework agreement for UK sub-contractors is in the process of being put in place and procurement centralised;

-- New UK and continental European OEM relationships have been established on improved terms, given the Group's increased buying power;

-- eLight has rolled out in Ireland the audit, data capture and proposal engine developed in the UK and is currently investing further capital to increase its functionality and usability;

   --          A full time and experienced CFO joined eLight in May 2018; and 

-- In September 2019, a loan of EUR1.6 million was agreed and drawn from BPC, an Irish-based fund.

In the year to 30 June 2019, its first year of trading, eLight secured contracts with a total value of EUR7.4 million, earned revenue of EUR4.5 million and generated an operating EBITDA loss of EUR0.8 million.

The eLight Operating Model

eLight adopts a data-driven approach to its energy efficiency projects. It has developed its own proprietary specification and analytics tool in order to optimise a customer's energy savings whilst delivering the correct lighting levels. The eLight analytics and specification engine allows for the automation of the client proposal which provides a scalable client engagement model as the business looks to accelerate its growth.

The customer engagement and retention cycle is a 4-stage process as described below. It is the Proposed Directors' intention to wrap the first three processes into a specific eLight App.

(i) Data Capture/Energy Audit - eLight provides customers with a free energy consumption evaluation which involves a detailed audit and operating review of their premises and which enables eLight to accurately calculate the optimal energy savings possible through an energy services contract. eLight has developed a bespoke auditing and data capture process which takes into account a number of different variables which provides the client with a precise energy consumption profile of their existing lighting infrastructure. This audit process is digitised and cloud enabled, which provides a fast and scalable means of capturing multiple data points in an efficient way across a portfolio of different buildings. eLight is currently developing the eLight App so that this process can be distributed to third parties for increased scalability.

(ii) Specification & Energy Efficiency Solution - The data captured by the audit is synced via the cloud to the eLight specification and analytics engine which automatically specifies the correct technology from a comprehensive database in order to deliver the most cost-effective energy savings for the project, whilst delivering the precise lighting levels which are required, designed to British Standards. Whilst data capture can be distributed to third parties, solution specification is a centralised process, managed and controlled by eLight.

(iii) EEaaS Proposal & Client Agreement - The proposal generated by the eLight specification and analytics engine clearly outlines the projected energy savings and cash-flow profile presented graphically for the customer. The EEaaS agreement is an easy-to-navigate one-page agreement, outlining the service obligations of eLight and the quantum and number of monthly service payments for the customer.

(iv) Project Implementation - eLight has a national network of regional electrical contractors who work under agreed terms to provide a consistent quality of service offering and who use eLight apparel and livery. These firms are sub contracted for the installation work by eLight on a pre-agreed pricing structure. The eLight delivery network is being extended as part of a planned expansion programme and a formal framework agreement with all of the network will be put in place in 2020. The eLight internal technical team project manages the network and a centralised customer service facility provides any ongoing support required for clients.

Following receipt of the EEaaS contract, eLight engages with its supply chain for the necessary technology and services. Once the technology is delivered to site, the eLight delivery network is managed to deliver the installation in the most efficient way possible, limiting any customer disruption. The end to end process is typically 8 weeks from the signing of the contract to the completion of the installation.

There are two significant features of eLight's business model that contribute to its capital efficiency and profitability. The first is that eLight's finance partners provide it with funds as soon as eLight completes the installation and the second is that eLight has direct supplier relationships with original equipment manufacturers ("OEMs") as opposed to sourcing equipment from wholesalers and distributors.

Project Funding Structure

The eLight Group has secured a number of specialist project funding partners, two of whom have signed framework agreements which underwrite eLight's EEaaS contracts, providing flexibility according to sector, size of project and length of contract. eLight has secured competitive rates with its funding partners, which the Proposed Directors believe represents a competitive advantage to its projects.

In the UK, eLight has an agreement with its main funding partner to assign a client contract at an agreed discount to the total receivables for the duration of the contract. This allows eLight to settle all third party costs, whilst retaining a margin. This structure provides a positive cash flow model for eLight UK and passes credit risk to the financial institution.

In Ireland, eLight has historically sourced its project funding through the MPL Subcontract Agreement as described in paragraph 3.5 above. However eLight has recently signed heads of terms with one of Europe's largest Energy Efficiency Funds which is seeking to work with eLight to provide a dedicated facility for Ireland and Euro denominated projects, sufficient to match its business plan objectives over the medium term. Once finalised, the structure of this funding is expected to be on a similar basis to the UK model.

Project Delivery

eLight has secured a network of regional electrical contractors who are engaged on terms which govern the minimum service levels required for an eLight LaaS lighting installation.

Regional partners are selected according to eLight's strict vetting criteria which assesses their levels of expertise, relevant engineering experience, qualifications, British Standards certification and operational capacity.

Each regional partner works to a commercial matrix which allows for a consistent pricing of projects regardless of location. eLight will deploy a framework agreement to facilitate on-boarding new partners during 2020.

eLight's current contractor's network enables projects to be delivered across the UK and Ireland and eLight will expand the network in accordance with its growth plans.

The eLight technical team ensures that every project is co-ordinated centrally, and project manages supply chain, operational engagement, commissioning and verification (sign-off) to ensure strict quality control.

Equipment Providers/OEMs

eLight contracts directly with four well-known and established European manufacturers which has enabled it to secure pricing for equipment on a project-by-project basis at discounts to wholesale prices, which in turn provides a competitive advantage when delivering value into the financial returns of an energy services contract. eLight offers a "zero upfront" investment solution to its customers, with repayments over a fixed term at a comparable level to the total cost of an upfront supply and installation cost, i.e., no pricing premium for a "pay monthly" solution but with added service benefits. In addition, eLight has secured payment terms which enable eLight to engage the supply chain without upfront commitments or balance sheet exposure.

Technology

eLight's data capture and automated customer proposal engine is a key factor in the Proposed Directors' belief in eLight's ability to capture scale in the market.

eLight has developed a bespoke audit app ("eLight App"), which has been built specifically to capture the necessary data which can then be synced with its inhouse specification and analytics engine. This allows a proposal to be automatically generated direct from data capture. The Proposed Directors believe that, in due course with some additional investment, the eLight App could be developed to allow third party electrical contractors the ability to offer the eLight LaaS solution directly to the SME market.

There are over 25,000 electrical contractors in the UK & Ireland. The Proposed Directors believe that at least 3,000 fit the size and profile to be capable of offering an eLight LaaS solution in their local region. The Proposed Directors are considering a licence model, and believe that there are c100 geographic (post code defined) regions being potentially available across the UK & Ireland. To qualify for an "eLight licence", contractors would be vetted for their credentials, and following approval, they would be free to target their "region" with the eLight App and operating platform to audit, specify technology (at a price below wholesale) a fully funded LED solution, through a client friendly service agreement (installed by them on an agreed schedule of rates).

Customers

While eLight Ireland's current typical clients are SMEs (which are frequently retail units) with an estimated average contract size of EUR35,000 in contrast, eLight UK tends to cater for fewer, larger clients, including schools, retail chains and other enterprises, with an estimated average contract size of EUR110,000. The Proposed Directors believe that this provides a good balance for eLight, with eLight Ireland providing smaller, more consistent revenue and the eLight UK providing the opportunity for larger scale contracts.

The Proposed Directors believe that eLight is already one of the UK and Ireland's leading LaaS providers. The eLight team, whether as part of eLight or in prior companies, have installed LED systems for over 800 customers, only one of which (in Ireland) has defaulted on its payments for which eLight recovered the equipment.

eLight has broad sector exposure (education, industry, retail, commercial, aerospace, logistics) and across a variety of complex environments, from 24/7 operations to historic buildings, and prides itself on providing minimal levels of disruption when delivering a LED retrofit transition.

The Proposed Directors believe that eLight has delivered more LaaS projects by number of customers than any other service provider in the UK & Ireland.

Current pipeline

The Proposed Directors consider that eLight's existing customer pipeline represents a compelling opportunity and stood as an estimate at over EUR30 million as at 8 November 2019. In Ireland, eLight is winning on average 6 new projects a month and in the UK it is in the process of installing pilot programmes on behalf of some particularly large customers with a view to rolling-out such installations across many hundreds of facilities.

3.6 COMPETITION

The energy efficiency market in all countries is highly fragmented with many types of service providers including consultants, equipment vendors and contractors ranging in size from SMEs to divisions of multi-nationals. The energy efficiency industry also includes many types of technology including, inter alia; lighting, Building Management Systems ("BMS") and other discrete controls systems, Combined Heat and Power ("CHP"), more efficient boilers, more efficient refrigeration and ventilation systems, motor controllers, voltage optimisation, and fabric improvements such as insulation and high-performance windows and doors. The market is also divided among various types of equipment vendors and service providers.

In the LaaS arena, the Proposed Directors believe that the two main sources of competition to eLight are lighting equipment vendors and electrical contractors. The Proposed Directors are of the opinion that the former, which includes companies such as Phillips and Zumtobel, tend to sell their products through wholesalers and distributors rather than direct to customers when competing in the part of the market served by eLight. Electrical contractors, of which there are some 25,000 in the UK with more than 230,000 electricians, are typically contracted by customers looking for an equipment upgrade or for a competitive quote when considering LaaS. These contractors typically source lighting equipment from wholesalers and distributors, not directly from OEMs. Electrical contractors are the usual customer alternative to LaaS.

3.7 STRATEGY

The EEaaS Commercial Proposition

On completion of the Proposals, Alexander Mining plc will change its name to "eEnergy Group plc" and focus the Enlarged Group's activities on the provision of EEaaS, providing commercial customers with immediate energy savings and cost reductions with zero upfront investment.

The trusted relationships that eLight has established with its LaaS customers through which they are making demonstrable energy savings is the foundation for eEnergy's plan to expand into the additional energy services through the provision of EEaaS.

eEnergy's EEaaS commercial proposition is to use its existing LaaS customer base to provide industrial and commercial businesses and the education sector with the ability to further reduce energy consumption, lower their carbon footprint and upgrade their facilities through energy saving improvements, without the need to invest capital. eEnergy expects to remove the energy saving risk for its customers and provide them with a maintenance-free solution for the duration of the service contract.

Its EEaaS proposition allows customers to re-purpose their existing utility spend and unlock net cash-flow savings from their legacy infrastructure, without the need for capital investment. It also allows them to upgrade their building infrastructure so that it can comply with environmental legislation and meet HSE & CSR goals.

EEaaS with eEnergy also provides a customer with a credible, easy to understand service agreement that allows them to upgrade their facility with high-quality LED solutions and other energy saving initiatives, and so reduce their carbon footprint without the need for capital expenditure. The eEnergy client agreement is clearly differentiated and is not a loan, or an asset finance agreement but a service contract which complies with the most recent accounting policies.

Growth Strategy

eEnergy's growth strategy is underpinned by three pillars:

1. Continuing the growth in LaaS by scaling its "direct to customer" commercial strategy, with a particular focus on the education, commercial and retail sectors. This is being accelerated by investment in proven new marketing initiatives and further investment into sales resource;

2. Expansion of the LaaS proposition to the small enterprise market via a channel partner network by licensing the proprietary eLight App to enable regional electrical contractors to offer LaaS to their existing small enterprise customer base. This will provide third parties with an automated tool that allows them to efficiently audit a building and create a client proposal with associated energy and financial savings analysis in real time, with an approved client friendly service contract; and

3. Broadening eEnergy's range of services within EEaaS by acquiring and integrating selected providers of energy management and service solutions which provide complementary services to existing and new customers.

The eEnergy Group vision is to be able to provide a customer with a complete one-stop solution for energy efficiency services and allow the customer to: (i) reduce its energy consumption through a capital free, EEaaS solution; (ii) switch to the most efficient green energy supply and outsource the management of that supply; and (iii) provide a capital free on-site power generation service by combining Solar and Battery Storage technologies with an ESaaS (Energy Storage as a Service) solution.

The Proposed Directors believe that the Enlarged Group's expected long-term stable cashflow characteristics should make it both suitable for and attractive to debt financing providers while creating a company of significant value and strategic importance.

3.8 SUMMARY FINANCIAL INFORMATION

The selected financial information on eLight has been extracted from the historical financial information.

 
 Statement of Comprehensive Income 
                                                                 Period 
                                                                  from 8 
                                                                  June 2018 
                                                                  to 30 June 
                                                                  2019 EUR'000 
 Revenue from contracts with customers                                   4,473 
 Cost of sales                                                         (3,116) 
 Gross profit                                                            1,357 
 Operating expenses                                                    (2,906) 
--------------------------------------------------------------  -------------- 
 Included within operating expenses are: 
 - Group central costs                                                     571 
 - Exceptional items                                                        86 
 Adjusted operating expenses                                           (2,246) 
 Adjusted earnings before interest, taxation and depreciation 
  and amortisation                                                       (889) 
--------------------------------------------------------------  -------------- 
 Earnings before interest, taxation and depreciation 
  and amortisation                                                     (1,549) 
 Depreciation                                                             (22) 
 Finance costs                                                             (4) 
 Loss before income tax                                                (1,575) 
 Income tax                                                                  - 
 Loss from continuing operations for the year attributable 
  to 
 the owners of the company                                             (1,575) 
 Other comprehensive income 
 Translation of foreign operations                                         (7) 
 Total comprehensive loss for the year attributable 
  to 
 the owners of the company                                             (1,582) 
 

The period presented above is from incorporation on 8 June 2018 to 30 June 2019 and is the first period of trading for eLight. The eLight Group effectively started trading from 1 July 2018 following the acquisition of all of the share capital of what is now eLight UK and when its wholly owned subsidiary in Ireland, eLight Ireland, started trading.

The first year has been one of integration and consolidation, centralising eLight Group finance and procurement, improving reporting and establishing standardised operating procedures.

The Total Contract Value of orders secured and revenue have performed in line with initial expectations. During the year, the gross margin of customer contracts reached 30 per cent. as the benefits of better procurement through direct relationships with the OEM equipment providers has started to be seen.

The eLight Group has been set up to deliver on the strategy described elsewhere within this announcement. As a result, the eLight Group incurred EUR571,000 of central management costs which are presented separately from the operating costs of the trading business. In addition professional fees incurred in the initial formation of the eLight Group have been classified as exceptional costs.

The Proposed Directors recognise that while the EEaaS business model is attractive, individual business streams (such as LaaS) on their own are currently of insufficient scale to cover the cost of the executive overhead that has been put in place to execute the Enlarged Group's larger strategy. So, although the Enlarged Group generates both profit and cash from each LaaS installation, it may continue to report losses at the eLight Group level until such time as the cash generation at the Enlarged Group level exceeds its Enlarged Group overheads.

3.9 CURRENT TRADING AND PROSPECTS

The unaudited management accounts for eLight for the three months ended 30 September 2019 show that it is trading ahead of the equivalent period in the prior year. Revenue of EUR872,000, represents an increase of 69 per cent. on the corresponding period last year. The Proposed Directors expect the rate of activity to increase through the rest of the fiscal year.

Over the period since the year end, the pipeline of qualified and engaged prospects has grown by over 60 per cent. and now stands at over EUR30 million of total contract value as the eLight Group is issuing more proposals than it has ever done. eLight continues to convert over 30 per cent. of the opportunities it engages with.

In September 2019, eLight agreed and drew down a EUR1,556,000 loan provided by BPC. This loan was drawn down to repay the secured overdraft that was provided by AIB, repay sums due to Solutions from the original purchase of stock and fixed assets at the time of the formation of the group, invest in technology that is making operational processes more efficient, increase sales and marketing capability and to provide additional general working capital.

   4.    DIRECTORS AND SENIOR MANAGEMENT 

The Directors

The Existing Directors are Alan Clegg (Non-Executive Chairman), Martin Rosser (Chief Executive Officer), James Bunyan (Non-Executive Deputy Chairman) and Dr Nigel Burton (Non-Executive Director). On Admission of the Enlarged Share Capital of the Company to AIM, all of the Existing Directors will resign from the Board other than Nigel Burton and the rest of the Proposed Directors will be appointed.

Richard Williams will be appointed as company secretary effective from and conditional on Admission.

On Admission, the Board shall comprise two Executive Directors and three Non-Executive Directors. The biographical details of each of the Directors on Admission are set below:--

David William Nicholl, Non-Executive Chairman (age 50)

David is an internationally experienced and proven technology leader in Industrial Internet of Things ("IIoT") energy management and connected lighting, who has led significant international businesses as President and CEO for Philips Lighting (UK and Ireland), Rockwell Automation (UK and Ireland) and Schneider Electric (Sweden and Romania). He is currently Executive Vice President, Northern Europe, of ABB's Electrification Business division. David has an MBA and a degree in electronic engineering and physics.

Harvey Ian Sinclair, Chief Executive Officer (age 48)

Harvey co-founded eLight and is a proven technology entrepreneur, who has achieved a number of successful exits of businesses over the last 15 years across a variety of different sectors; Software, Internet, ecommerce and in the Hospitality sector. In 2000, Harvey founded The Hot Group Plc (THG), which listed on AIM in 2002 and which he led on a successful consolidation of the online recruitment market, through a buy and build strategy, before leading the sale to Trinity Mirror in 2006. Harvey was investment director for Scottish Enterprise at Design LED between 2015 and 2019.

Richard Mark Williams, Chief Financial Officer (age 52)

Richard was an audit and corporate finance partner with Deloitte from 2002 - 2009 and led their London Capital Markets practice helping international companies to list on AIM and the Main Market. He was CFO and then CEO of EQPaymaster, the Pension Administration, Payroll and software division of Equiniti Group plc, from 2013-2019 and the Deputy Group CFO at Waterlogic, having joined them to list on AIM, from 2011-2012. Prior to joining Deloitte, Richard had joined Arthur Andersen after leaving university in 1988, trained as a chartered accountant and made partner in 1999.

Dr Nigel John Burton, Independent Non-Executive Director (age 61)

Following over 14 years as an investment banker at leading City institutions including UBS Warburg and Deutsche Bank, including as the Managing Director responsible for the energy and utilities industries, Nigel spent 15 years as Chief Financial Officer or Chief Executive Officer of a number of private and public companies. In addition to the Company, Nigel is currently a Non-Executive Director of several AIM listed companies including Remote Monitored Systems plc, Digitalbox plc and Regency Mines plc.

Andrew Robin Lawley, Independent Non-Executive Director (age 49)

Andrew is an experienced private equity investor and senior strategy leader specialising in supporting businesses through periods of significant scaling, transformation and M&A. Andrew is a qualified accountant and, after several roles in corporate finance and corporate recovery with PwC and Grant Thornton, focussed on private equity as a Managing Director of the RBS Special Opportunities Fund LLP, an off balance sheet fund. In 2012 Andrew joined Dixons Retail Group plc as Group Strategy Director to lead strategy and M&A. Andrew played a leading role in the merger with Carphone Warehouse plc, subsequently becoming integration director and interim CEO of the services division, as well as continuing to lead all strategy and M&A work for the enlarged group.

Senior Management

The biographical details of the senior management of the Group are set out below:-

Ian McKenna, eLight Ireland Managing Director (age 52)

Ian founded eLight in Ireland in 2009 and developed the "Light as a Service" concept in Ireland having initially set up businesses to research & design, manufacture and distribute LED fittings to the trade. Prior to that he was the Sales Director at FuturTek, responsible for managing sales and distribution of Phillips products throughout Ireland. He was a finalist in the EY Entrepreneur of the Year 2017 awards in Ireland.

Nicole Street, eLight Finance Director (age 32)

With 13 years' experience working in Finance, Nicole specialises in early stage start up and high growth businesses, helping them achieve their rapid growth plans whilst ensuring they have the infrastructure for longevity. She has extensive experience in raising finance and acquisitions and was pivotal to the journey of a bringing the hybrid estate agency Emoov to the market. Nicole is an FCCA.

Employees

The eLight Group's head office is located at 1-3 The Green, Malahide, County Dublin. As of 31 October 2019, the eLight Group had 29 full time equivalent staff (comprising 24 employees and 5 contractors), including executive directors.

Therefore, prior to completing the Acquisition, the Company will, subject to Shareholder approval, dispose of its existing mineral processing technology interests. The Company is seeking Shareholder approval for the Disposal under Rule 15 of the AIM Rules for Companies by way of Resolution 3 in the Notice of General Meeting. Approval of the Disposal is required under Rule 15 of the AIM Rules for Companies because it will result in a fundamental change of business.

The Company has entered into a Disposal Agreement with Qora Capital Limited ("Qora") whereby Qora will pay, upon receipt of approval from Shareholders, the sum of GBP150,000 subject to certain conditions as consideration for the entire issued share capital of MetaLeach.

While Qora is not deemed to be a Related Party under AIM Rule 13, two of the Existing Directors, Alan Clegg and Martin Rosser, have been assisting Qora with its assessment of MetaLeach's technology and may have a role in its further development under new ownership. Neither Mr Clegg nor Mr Rosser are shareholders or directors of Qora, but Mr Clegg is a strategic adviser to Qora. In order to avoid any semblance of a conflict, an independent auction process for the disposal of MetaLeach was established by and under the absolute control of the Independent Directors, both of whom are independent of Qora. A number of expressions of interest were received and two offers received, with the offer from Qora deemed by the Independent Directors to be the most advantageous for Shareholders.

   5.         PRINCIPAL TERMS AND CONDITIONS OF THE ACQUISITION 

On 19 December 2019, the Company entered into the Acquisition Agreement, pursuant to which it has conditionally agreed to acquire the entire issued share capital of eLight for an aggregate purchase price of GBP6.6 million, to be satisfied by the issue of the Consideration Shares at the Issue Price, credited as fully paid.

The Acquisition Agreement is conditional upon, inter alia:

         --    the passing of the Resolutions at the General Meeting; 
         --    the Placing Agreement becoming unconditional in all respects; and 
         --    Admission becoming effective. 
   6.         PRINCIPAL TERMS AND CONDITIONS OF THE DISPOSAL 

As mentioned in paragraph 1 above, the Existing Directors have concluded that it is no longer in Shareholders' interests to continue to provide financial support for MetaLeach, as although it has proprietary minerals and metals processing technologies, it has yet to commercialise these, generate turnover and realise their full potential, in spite of a number of years of seeking to do so.

   7.    SHARE CONSOLIDATION AND SHARE SUB-DIVISION 

At close of business on 28 November 2019, the date prior to which trading in the Company's Existing Ordinary Shares was suspended, the Company had 369 Shareholders of which 251 had shareholdings of less than 75,000 Existing Ordinary Shares. In addition, the Existing Ordinary Shares have historically been trading at fractions of a penny, and the closing mid price on that date was 0.0275 pence. At this price, the market value of 75,000 Existing Ordinary Shares is GBP20.63.

The Directors consider that should a Shareholder with 75,000 Existing Ordinary Shares or less choose to sell their shares, the proceeds may be significantly reduced by the dealing costs of selling. Therefore the Directors recognise that for small Shareholders it may be uneconomic for them to dispose of their Existing Ordinary Shares. The Share Consolidation and the Share Sub-division will allow small Shareholders to realise value for their shares free of dealing costs. In addition, the Directors consider that it is in the best interests of the Company's long term development as a quoted company to have a smaller number of shares in issue, so that the Company's ordinary shares are traded in amounts of at least 1 penny (rather than fractions of a penny).

The Directors propose that every 75,000 Existing Ordinary Shares in the issued share capital of the Company at the Record Date be consolidated into one Consolidated Ordinary Share and then each Consolidated Ordinary Share be sub-divided into 250 New Ordinary Shares having the rights and being subject to the same restrictions (save as to nominal value) as the Existing Ordinary Shares in the capital of the Company as set out in the New Articles.

In order to effect the Share Consolidation and the Share Sub-division, it is proposed that the Registrar be issued 69,851 Registrar Shares, being Existing Ordinary Shares, at par value so that on the Record Date the number of Existing Ordinary Shares in issue can be consolidated and sub-divided into New Ordinary Shares without there being any fractional entitlements. In the event that on the Record Date any Shareholder holds less than 75,000 Existing Ordinary Shares, the aggregate of such shares shall be sold in the market in accordance with the New Articles and Resolution 11, for the benefit of the relevant Shareholders. The proceeds from the sale of such shareholdings shall be distributed pro rata amongst the relevant Shareholders save that where a Shareholder is entitled to an amount which is less than GBP3 it will (in accordance with the New Articles) not be distributed to such Shareholder but will be retained by the Company.

Existing share certificates will cease to be valid following the Share Consolidation and Share Sub-division. New share certificates in respect of the New Ordinary Shares will be issued by first class post at the risk of the Shareholder within 10 Business Days of Admission. A CREST Shareholder will have their CREST account credited with their New Ordinary Shares following Admission, which is expected to be 8.00 a.m. on 9 January 2020.

   8.    CHANGE OF NAME 

The Directors propose that the name of the Company be changed to 'eEnergy Group plc' pursuant to Resolution 15. Shareholder approval is needed in order to effect the Change of Name. Resolution 15 in the Notice of General Meeting seeks such approval. The Change of Name will become effective once the Registrar of Companies has issued a new certificate of incorporation to the Company in relation to the Change of Name following which the Company's TIDM will be changed to EAAS.

The Company's website address will also be changed to www.eenergyplc.com following the passing of Resolution 15 at the General Meeting.

   9.    NEW ARTICLES 

The current Articles are relatively old and require updating. The Board has taken the view that the Acquisition presents an opportunity to bring the Articles up to date. It is therefore proposed that the Company adopt the New Articles. The New Articles are available for inspection, as noted in the notes to the Notice of General Meeting.

   10.   TAKEOVER CODE & RULE 9 WAIVER 

The Takeover Code applies to the Company and governs, inter alia, transactions which may result in a change of control of a company to which the Takeover Code applies. Following Admission, the Takeover Code will continue to apply to the Company.

Rule 9 of the Takeover Code

Under Rule 9 of the Takeover Code, any person who acquires, whether by a series of transactions over a period of time or not, an interest (as defined in the Takeover Code) in shares which, taken together with shares in which he is already interested, or in which persons acting in concert with him are interested, carry 30 per cent. or more of the voting rights of a company which is subject to the Takeover Code, is normally required to make a general offer to all the remaining Shareholders to acquire their shares.

Similarly, Rule 9 of the Takeover Code also provides that when any person, together with persons acting in concert with him, is interested in shares which, in aggregate, carry more than 30 per cent. of the voting rights of such company, but does not hold shares carrying 50 per cent. or more of such voting rights, a general offer will normally be required if any further interest in shares is acquired by any such person.

An offer under Rule 9 must be in cash and must be at the highest price paid by the person required to make the offer, or any person acting in concert with him, for any interest in shares of the company in question during the 12 months prior to the announcement of the offer.

Investors should be aware that, under the Takeover Code, if a person (or group of persons acting in concert) holds shares carrying more than 50 per cent. of the company's voting rights, that person (or any person(s) acting in concert with him) will normally be able to acquire further interests in shares (as defined in the Takeover Code) without incurring any further obligations under Rule 9 to make a mandatory offer.

Concert Party

Persons acting in concert include persons who, pursuant to an agreement or understanding (whether formal or informal), co-operate to obtain or consolidate control of a company.

Under presumption 9 of the Takeover Code's definition of acting in concert, shareholders in a private company who sell their shares in that company in consideration for the issue of new shares in a company to which the Code applies are deemed to be acting in concert. Accordingly, the eLight Shareholders are considered to be acting in concert with each other (other than William Murray and Kieran Cussen where presumption 9 of the Takeover Code has been rebutted).

The Concert Party will not be restricted from making an offer for the Company.

Maximum Controlling Position

Immediately following Admission, the Concert Party will hold, in aggregate, up to 86,264,528 New Ordinary Shares, representing 65.89 per cent. of the Enlarged Ordinary Share Capital. The Concert Party's acquisition of New Ordinary Shares would, without a waiver of the obligations under Rule 9 of the Takeover Code, oblige the Concert Party to make a general offer to Shareholders under Rule 9 of the Takeover Code.

The following table sets out the Concert Party's shareholdings in the Enlarged Group on Admission.

 
                                                                  % of 
                               Total               No of      Enlarged 
                                                     New 
                               No of    % of      Shares        Issued 
                                                      in 
                              eLight   total    Enlarged         Share 
                              Shares  eLight       Group       Capital 
                                                      on            on 
    Concert Party Member        held  Shares   Admission  Admission(1) 
    Harvey Sinclair          476,500  23.55%  20,645,428        15.77% 
    Ian McKenna(2)           476,500  23.55%  20,645,428        15.77% 
    Stella Murphy(2)         440,000  21.75%  19,063,984        14.56% 
    David Nicholl            303,000  14.98%  13,128,153        10.03% 
    Marian Rainey            120,000   5.93%   5,199,268         3.97% 
    Charles Cryer             40,000   1.98%   1,733,089         1.32% 
    Nicole Street             24,000   1.19%   1,039,854         0.79% 
    Wayne Harris              24,000   1.19%   1,039,854         0.79% 
    Fergal Roche              23,000   1.14%     996,526         0.76% 
    Diana Baldwin             16,000   0.79%     693,236         0.53% 
    Aisling McGrath           12,000   0.59%     519,927         0.40% 
    Caroline Rogers           12,000   0.59%     519,927         0.40% 
    George Hurley             12,000   0.59%     519,927         0.40% 
    Ronan Creaney             12,000   0.59%     519,927         0.40% 
                           ---------  ------  ----------  ------------ 
    TOTAL                  1,991,000  98.41%  86,264,528        65.89% 
                           ---------  ------  ----------  ------------ 
 

1 Following the issue of the Consideration Shares, the Placing Shares, the CB Shares and the TP Shares.

2 Held through Confianza Holdings Limited, a nominee company.

Waiver of Rule 9 of the Takeover Code

The Company has applied to the Panel for a waiver of Rule 9 of the Takeover Code in order to permit the Acquisition without triggering an obligation on the part of the Concert Party to make a general offer to Shareholders. The Panel has agreed, subject to Independent Shareholders' approval on a poll, to waive the requirement for the Concert Party to make a general offer to all Shareholders where such an obligation would arise as a result of the Acquisition.

In the event that the waiver is granted by the Panel, the Concert Party will hold in excess of 50 per cent. of the so enlarged ordinary share capital. As such members of the Concert Party will, subject to Note 4 on Rule 9.1 of the Takeover Code, be able to acquire further interests in shares (as defined in the Takeover Code) without incurring any further obligations under Rule 9 to make a mandatory offer.

Intentions of the Concert Party

Following completion of the Proposals, the Company's mining processing technology activities will have been sold or transferred out of the Group and the future business of the Company will become solely the business of the eLight Group, which will be continued in the same manner as it is at present. With this in mind, the Concert Party has confirmed that it supports the strategic plans for the Enlarged Group set out in paragraph 3.7 above. The Company currently has no employees, other than Martin Rosser, an Existing Director, whose employment will terminate on completion of the Proposals. On completion of the Acquisition, the eLight Group employees will become employees of the Enlarged Group.

The Concert Party has confirmed that it has no intention to make any changes with regard to: (i) the future business of the eLight Group, including its research and development functions; (ii) the continued employment of the employees and management of the eLight Group, including any material change in conditions of employment or in the balance of the skills and functions of the employees and management; (iii) the strategic plans for the eLight Group; and their likely repercussions on employment and on the locations of the eLight Group's places of business, including on the location of its headquarters and headquarters functions; (iv) employer contributions into any pension scheme(s), the accrual of benefits for existing members, or the admission of new members; or (v) the redeployment of the fixed assets of the eLight Group. The Concert Party intends to maintain the admission of the Company's New Ordinary Shares to trading on AIM.

11. REASONS FOR THE PLACING AND USE OF PROCEEDS

The net proceeds of the Placing receivable by the Company are expected to be approximately GBP1.34 million. The proceeds will be used to:

   --     expand the sales resource of the Company in the UK and Ireland; 

-- complete the development of the eLight App that will be shared with the electrical contractor community;

-- provide some capital to fund an initial tactical acquisition of assets or a company in the energy management sector that eLight has identified; and

   --     fund general working capital needs associated with an anticipated growth in revenue. 

The Directors believe that Admission will assist eLight in its development by (i) raising its profile in the sector; (ii) providing investment to expand its LaaS activities; (iii) providing a currency and some initial capital to enable the Company to acquire adjacent and complementary energy services companies; and (iv) providing transparent incentives for existing and future management and employees.

Pending these uses, the Directors intend to hold the net proceeds of the Placing in cash deposits.

12. DETAILS OF THE PLACING

Placing

The Placing will raise GBP2 million before expenses through the issue of 26,666,667 Placing Shares at the Issue Price.

-- Following the issue of the Placing Shares, the Placing Shares will represent approximately 20.37 per cent. of the Enlarged Ordinary Share Capital and the Existing Ordinary Shares in the Company (as consolidated into New Ordinary Shares pursuant to the Share Consolidation) will represent approximately 11.16 per cent. of the Enlarged Ordinary Share Capital.

-- Following the issue of the New Shares, the New Shares will represent approximately 88.84 per cent. of the Enlarged Ordinary Share Capital.

The Placing Shares will be issued credited as fully paid and will, when issued, rank pari passu in all respects with the New Ordinary Shares, including the right to receive all dividends and other distributions declared paid or made after Admission.

Placing Agreement

Pursuant to the terms of the Placing Agreement, Turner Pope has conditionally agreed to use its reasonable endeavours, as agent for the Company, to procure subscribers for the Placing Shares. The Placing Agreement is conditional upon, inter alia, the Resolutions being duly passed without amendment at the General Meeting, and Admission becoming effective by no later than 8.00 a.m. on 9 January 2020 (or such later date as the Company, Cairn and Turner Pope may agree, being in any event not later than 5.00 p.m. on 12 February 2020).

The Placing Agreement contains warranties from the Company in favour of Cairn and Turner Pope in relation to, inter alia, the accuracy of the information in the Admission Document and other matters relating to the Company and its business. In addition, the Company has agreed to indemnify Cairn and Turner Pope in relation to certain liabilities it may incur in respect of the Placing.

Cairn and Turner Pope each has the right to terminate the Placing Agreement in certain circumstances prior to Admission, in particular, in the event of a breach of the warranties given to them in the Placing Agreement, the failure of the Company to comply with its obligations under the Placing Agreement or an adverse change affecting, inter alia, the condition, earnings, business or prospects of the Company, whether or not foreseeable at the date of the Placing Agreement.

Application will be made for admission of the Enlarged Share Capital to trading on AIM. The New Shares will be issued credited as fully paid and will rank pari passu with the New Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after Admission.

13. ADMISSION, SETTLEMENT, TRADING AND CREST

General

Subject to the result of the General Meeting, application will be made to the London Stock Exchange for the Enlarged Ordinary Share Capital to be admitted to trading on AIM. It is expected that Admission will become effective and dealings in the Enlarged Ordinary Share Capital will commence at 8.00 a.m. on or around 9 January 2020. No application has been or will be made for any warrants or options to be admitted to trading on AIM.

CREST

CREST is a computerised share transfer and settlement system. The CREST system allows shares and other securities to be held in electronic form rather than paper form. The New Articles permit the holding of New Ordinary Shares in uncertificated form in accordance with the CREST Regulations. CREST is a voluntary system and Shareholders who wish to do so can continue dealing based on share certificates.

The New Ordinary Shares will be admitted to CREST and enabled for settlement in CREST. Accordingly, settlement of transactions in Ordinary Shares following Admission may take place within the CREST system if any individual Shareholder so wishes provided such person is a "system member" (as defined in the CREST Regulations) in relation to CREST.

For more information concerning CREST, Shareholders should contact their independent financial adviser.

14. LOCK-IN AND ORDERLY MARKET AGREEMENTS

The Locked-in Persons have undertaken to the Company, Turner Pope and Cairn that they will not dispose of any interest they hold in New Ordinary Shares for a period of 12 months following Admission.

The Locked-in Persons have further undertaken that, for a further period of 12 months thereafter, they will not make any disposal:

(i) without giving five Business Day's prior written notice to Cairn and the Company's Broker; and

(ii) if so requested by Company's Broker and/or Cairn, the disposal must be effected through the Company's Broker and in such manner as the Company's Broker may reasonably require with a view to the maintenance of an orderly market in the New Ordinary Shares.

15. DIVID POLICY

The objective of the Directors is to achieve capital growth for Shareholders through the continued expansion of its energy services activities and the growth of revenue and profits generated from its customer base. Consequently, they do not anticipate that the Company will pay dividends to Shareholders in the short to medium term.

As the Company's strategy is for the creation of a sustainable contracted customer, the Directors will keep this position under review and would intend, at an appropriate stage in the future, to pay a proportion of profits in each year to Shareholders by way of dividend.

   16.   SHARE OPTIONS AND ADVISER WARRANTS 

Option Scheme

The Company has made awards under the Current Share Plans to employees of the Group. Following Admission, no further awards will be made under the Current Share Plans.

It is the Company's intention to establish the New Share Plans for current and future employees of the Group. In line with the Company's growth strategy, MIP Awards made under the New Share Plans will be linked to the value created for investors over a performance period of at least three years.

During the performance period of the MIP Awards, not more than 15 per cent. of the issued ordinary share capital of the Company may be issued or be issuable under the New Share Plans. Once the MIP Awards performance period has elapsed that dilution limit shall be reduced to 10 per cent.

Existing Options and Warrants

On 16 August 2019, the Company issued warrants to Turner Pope, which, on Admission, will entitle Turner Pope to subscribe for 475,000 New Ordinary Shares at a price of 7.5 pence per New Ordinary Share, and which expire on 9 August 2021.

On 22 November 2017, the Company issued warrants to Turner Pope which, on Admission, will entitle Turner Pope to subscribe for 133,333 New Ordinary Shares at a price of 45 pence per New Ordinary Share, and which expires on 22 November 2020.

In addition, on Admission there will be a further 514,000 Existing Options outstanding, which entitle the holder to acquire New Ordinary Shares in the Company at exercise prices of between 45 pence and 1476 pence per New Ordinary Share, and which are due to expire between 22 December 2020 and 28 July 2026.

Adviser Warrants

On Admission, the Company has agreed to issue warrants (i) to Turner Pope to subscribe for 1,600,000 New Ordinary Shares (equating to 6 per cent. of the Placing Shares) (ii) to Cameron Barney to subscribe for 266,667 New Ordinary Shares (equating to 1 per cent. of the Placing Shares) and (iii) to Cairn to subscribe for 1,309,262 New Ordinary Shares (equating to 1 per cent. of the Enlarged Ordinary Share Capital), all exercisable at the Placing Price. The warrants issued to Cairn are exercisable at any time following the first anniversary of Admission up to the fifth anniversary of Admission and the warrants issued to Turner Pope are exercisable at any time until the third anniversary of Admission, after which time they will lapse. The warrants issued to Cameron Barney are exercisable at any time following the first anniversary of Admission up to the fifth anniversary of Admission, after which time they will lapse.

   17.   CORPORATE GOVERNANCE AND INTERNAL CONTROLS 

The Directors recognise the importance of sound corporate governance and, following Admission, have undertaken to take account of the requirements of the QCA Guidelines to the extent that they consider it appropriate having regard to the Company's size, board structure, stage of development and resources.

   18.   SHARE DEALING CODE 

The Company has in place a share dealing code for the Existing Directors which is appropriate for a company whose shares are admitted to trading on AIM and subject to the Market Abuse Regulations. Following Admission of the Enlarged Ordinary Share Capital, the Company will continue to implement its share dealing code and take all reasonable steps to ensure compliance by the Directors, related parties and any relevant employees.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

 
Announcement of the Proposals               7.00 a.m. on 20 December 
                                                                2019 
Publication and despatch of the Admission           20 December 2019 
 Document (including the Notice of General 
 Meeting and Forms of Proxy) 
Latest time and date for receipt of          11.00 a.m. on 6 January 
 Forms of Proxy and electronic proxy                            2020 
 instructions via the CREST system and 
 shareholder web portal 
General Meeting                              11.00 a.m. on 8 January 
                                                                2020 
Record Date for the Share Consolidation       6.00 p.m. on 8 January 
                                                                2020 
Existing Ordinary Shares disabled in          7.00 a.m. on 9 January 
 CREST and share register closed                                2020 
Completion of the Proposals                   8.00 a.m. on 9 January 
                                                                2020 
Issue of New Shares, Admission effective      8.00 a.m. on 9 January 
 and dealings in the New Ordinary Shares                        2020 
 commence 
Expected date for CREST accounts to           as soon as practicable 
 be credited                                       on 9 January 2020 
Despatch of definitive share certificates,           23 January 2020 
 where applicable, by 
 

The above dates are indicative only and are subject to change at the absolute discretion of the Company and Cairn.

All references to time in this announcement are to London time unless otherwise stated

DEFINITIONS

pressions shall have the following meanings in this announcement, unless the context otherwise requires:

 
 "Admission" or "Proposed Admission"      the re-admission of the Enlarged 
                                           Ordinary Share Capital to trading 
                                           on AIM becoming effective in 
                                           accordance with the AIM Rules 
                                           for Companies; 
 "Adviser Warrants"                       warrants to subscribe for New 
                                           Ordinary Shares; 
 "Act"                                    the UK Companies Act 2006, as 
                                           amended; 
 "Acquisition"                            the proposed acquisition by 
                                           the Company of the entire issued 
                                           share capital of eLight pursuant 
                                           to the terms of the Acquisition 
                                           Agreement; 
 "Acquisition Agreement"                  the conditional acquisition 
                                           agreement dated 19 December 
                                           2019 between (1) the Company, 
                                           (2) the eLight Shareholders 
                                           and (3) the eLight Warrantors 
                                           in relation to the sale and 
                                           purchase of the entire issued 
                                           ordinary share capital of eLight; 
 "AIM"                                    the market of that name operated 
                                           by the London Stock Exchange; 
 "AIM Rules"                              the AIM Rules for Companies 
                                           and, where the context requires, 
                                           the AIM Rules for Nominated 
                                           Advisers; 
 "AIM Rules for Companies"                the rules which set out the 
                                           obligations and responsibilities 
                                           in relation to companies whose 
                                           shares are admitted to AIM as 
                                           published and amended by the 
                                           London Stock Exchange from time 
                                           to time; 
 "AIM Rules for Nominated Advisers"       the rules which set out the 
                                           eligibility, obligations and 
                                           certain disciplinary matters 
                                           in relation to nominated advisers 
                                           as published and amended by 
                                           the London Stock Exchange from 
                                           time to time; 
 "Articles"                               the existing articles of association 
                                           of the Company for the time 
                                           being; 
 "Audit & Risk Committee"                 the audit and risk committee 
                                           of the Board; 
 "Board"                                  the Existing Directors and Proposed 
                                           Directors of the Company; 
 "BPC"                                    Beach Point Capital Ireland 
                                           Lending DAC; 
 "Business Day"                           any day which is not a Saturday, 
                                           Sunday or a public holiday in 
                                           the UK or the Republic of Ireland; 
 "Cameron Barney"                         Cameron Barney LLP, financial 
                                           adviser to eLight; 
 "Cairn"                                  Cairn Financial Advisers LLP, 
                                           the Company's nominated adviser; 
 "CB Shares"                              1,333,333 New Ordinary Shares 
                                           to be issued at the Issue Price, 
                                           credited as fully paid, in lieu 
                                           of fees to Cameron Barney; 
 "Change of Name"                         the change of name of the Company 
                                           proposed in Resolution 15 of 
                                           the Notice of General Meeting, 
                                           further details of which are 
                                           set out in paragraph 8 above; 
 "City Code"                              the City Code on Takeovers and 
                                           Mergers; 
  "Company"                               Alexander Mining plc, a company 
                                           incorporated and registered 
                                           in England and Wales with registered 
                                           number 5357433; 
 "Concert Party"                          eLight Shareholders, other than 
                                           William Murray and Kieran Cussen, 
                                           who are all considered to be 
                                           acting in concert with each 
                                           other under the Takeover Code; 
 "Consideration Shares"                   87,651,000 New Ordinary Shares 
                                           to be issued to the eLight Shareholders, 
                                           pursuant to the terms of the 
                                           Acquisition Agreement; 
 "Consolidated Ordinary Shares"           the ordinary shares of 75 pence 
                                           each in the Company following 
                                           the Share Consolidation; 
 "CREST"                                  the computerised settlement 
                                           system to facilitate the transfer 
                                           of title of shares in uncertificated 
                                           form operated by Euroclear; 
 "CREST Regulations"                      the Uncertificated Securities 
                                           Regulations 2001 (SI 2001 No. 
                                           3755), as amended; 
 "Current Share Plans"                    the 'Alexander Gold Group Executive 
                                           Share Option Plan' adopted on 
                                           22 December 2010 and the 'Alexander 
                                           Share Option Plan' adopted on 
                                           28 July 2016; 
 "Dealing Day"                            any day on which the London 
                                           Stock Exchange is open for the 
                                           transaction of business; 
 "Deferred Shares"                        deferred shares of 0.001 pence 
                                           each in the capital of the Company; 
 "Directors"                              the Existing Directors and Proposed 
                                           Directors; 
 "Disclosure Guidance and Transparency 
  Rules"                                    UKLA under Part VI of FSMA, 
                                            as amended, and contained in 
                                            the UKLA publication of the 
                                            same name; 
 "Disposal"                               the disposal of the Company's 
                                           mineral processing technology 
                                           activities comprising the MetaLeach 
                                           Assets; 
 "Disposal Agreement"                     the agreement between (1) the 
                                           Company and (2) Qora Capital 
                                           Limited which effect the Disposal; 
 "Admission Document"                     the document comprising an AIM 
                                           admission document for the purposes 
                                           of Rule 3 of AIM Rules and a 
                                           notice of general meeting to 
                                           be sent to shareholders of the 
                                           Company and dated 20 December 
                                           2019; 
 "EEA"                                    the European Economic Area; 
 "eLight"                                 eLight Group Holdings Limited, 
                                           a company incorporated and registered 
                                           in Ireland with registered number 
                                           628020; 
 "eLight App"                             the mobile front end application 
                                           to the Automated Audit, Specification 
                                           and Quotation Engine that will 
                                           be developed to enable its use 
                                           by third party contractors rather 
                                           than just eLight's expert technical 
                                           staff; 
 "eLight Group"                           eLight and its subsidiaries, 
                                           comprising eLight Ireland and 
                                           eLight UK; 
 "eLight Ireland"                         E-Light Ireland Limited, a company 
                                           incorporated and registered 
                                           in Ireland with registered number 
                                           628149; 
 "eLight Shares"                               the entire issued share capital 
                                                of eLight comprising the: 
                                                (a) 1,120,000 A ordinary shares; 
                                                (b) 823,000 B ordinary shares; 
                                                and 
                                                (c) 80,000 C ordinary shares, 
                                                in each case, of EUR0.01 each 
                                                in the capital of eLight; 
 "eLight Shareholders"                    holders of the eLight Shares; 
 "eLight UK"                              eLight U.K Limited, a company 
                                           incorporated and registered 
                                           in England and Wales with registered 
                                           number 11211759; 
 "eLight Warrantors"                      Ian McKenna, Harvey Sinclair, 
                                           David Nicholl and Richard Williams; 
 "Energy Works"                           Energy Works Investments PLC 
                                           and Energy Works Advisory Limited; 
 "Enlarged Group"                         the Company and its subsidiaries 
                                           following completion of the 
                                           Acquisition and the Disposal; 
 "Enlarged Ordinary Share Capital"        the number of New Ordinary Shares 
                                           of the Company upon Admission, 
                                           comprising the Existing Ordinary 
                                           Share Capital (as consolidated 
                                           pursuant to the Share Consolidation), 
                                           and the New Shares; 
 "EU"                                     the European Union; 
 "EUR" or "EUR"                           Euro, the lawful currency of 
                                           19 member states of the EU; 
 "Euroclear"                              Euroclear UK & Ireland Limited; 
 "Executive Directors"                    from Admission, Harvey Ian Sinclair 
                                           and Richard Mark Williams; 
 "Existing Directors"                     Alan Clegg, Martin Rosser, James 
                                           Bunyan and Nigel Burton; 
 "Existing Ordinary Shares"               the 4,382,480,149 ordinary shares 
                                           of 0.001 pence each in the Company 
                                           in issue as at the date of this 
                                           announcement; 
 "Existing Ordinary Share Capital"        the aggregate number of Existing 
                                           Ordinary Shares in issue at 
                                           the date of this announcement, 
                                           comprising 4,382,480,149 Existing 
                                           Ordinary Shares prior to the 
                                           Share Consolidation and the 
                                           issue of the Registrar Shares 
                                           and the Share Sub-division; 
 "Existing Options and Warrants"          the existing options and warrants 
                                           previously issued to the Existing 
                                           Directors, Turner Pope and former 
                                           directors and employees of the 
                                           Company; 
 "FCA"                                    the United Kingdom Financial 
                                           Conduct Authority; 
 "Form of Proxy"                          the form of proxy for use by 
                                           holders of Existing Ordinary 
                                           Shares in connection with the 
                                           General Meeting; 
 "FSMA"                                   the Financial Services and Markets 
                                           Act 2000 of the United Kingdom, 
                                           as amended; 
 "GBP", "GBP", "sterling" and "pence"     pounds sterling, the lawful 
                                           currency of the United Kingdom; 
 "General Meeting"                        the general meeting of the Company 
                                           called in accordance with the 
                                           Company's Articles and convened 
                                           for 11 a.m. on 8 January 2020 
                                           or any adjournment thereof; 
 "Group"                                  the Company and its subsidiaries 
                                           from time to time; 
 "HMRC"                                   Her Majesty's Revenue & Customs; 
 "IFRS"                                   International Financial Reporting 
                                           Standards as adopted by the 
                                           European Union; 
 "Independent Directors"                  Dr Nigel Burton and James Bunyan; 
 "Independent Shareholders"               the holders of Existing Ordinary 
                                           Shares other than any person 
                                           who is a member of the Concert 
                                           Party or participating in the 
                                           Placing; 
 "IPR"                                    intellectual property rights; 
 "ISIN"                                   international security identification 
                                           number; 
 "Issue Price"                            7.5 pence, being the price at 
                                           which the New Shares are to 
                                           be issued; 
 "Lock-in Agreements"                     the lock-in agreements entered 
                                           into by the Locked-in Persons, 
                                           described in paragraph 14; 
 "Locked-in Persons"                      Harvey Sinclair, David Nicholl, 
                                           Nigel Burton, Ian McKenna, Stella 
                                           Murphy, Nicole Street and Wayne 
                                           Harris; 
 "London Stock Exchange"                  London Stock Exchange plc; 
 "Management Incentive Plan" or           awards linked to the growth 
  "MIP"                                    in value of the Company, which 
                                           may be granted in the form of 
                                           Share Options and/or Growth 
                                           Share Awards; 
 "MIP Awards"                             the awards to be issued by the 
                                           Company under the New Share 
                                           Plans; 
 "Market Abuse Regulations"               the Market Abuse Regulation 
                                           (Regulation 596/2014); 
 "MetaLeach"                              MetaLeach Limited, a company 
                                           incorporated in the British 
                                           Virgin Islands; 
 "MetaLeach Assets"                       all assets owned by the Company 
                                           relating to MetaLeach including, 
                                           without limitation, the entire 
                                           issued share capital of MetaLeach, 
                                           all commercial contacts, all 
                                           licence and royalty agreements 
                                           and all intellectual property 
                                           used by MetaLeach in its business, 
                                           in each case, to be disposed 
                                           of by the Company pursuant to 
                                           the terms of the Disposal Agreement; 
 "MPL"                                    eLight Projects Limited, a company 
                                           incorporated and registered 
                                           in Ireland with registered number 
                                           578542; 
 "MPL Subcontract Agreement"              the agreement through which 
                                           eLight Ireland is engaged to 
                                           provide LaaS services to MPL; 
 "New Articles"                           the new articles of association 
                                           to be adopted by the Company; 
 "New Ordinary Shares"                    ordinary shares of 0.3 pence 
                                           each in the capital of the Company 
                                           following the Share Consolidation 
                                           and the Share Sub-division; 
 
   "New Shares"                             the Consideration Shares, the 
                                            Placing Shares, the CB Shares 
                                            and the TP Shares; 
 "New Share Plans"                        the new share incentive plans 
                                           to be adopted by the Company 
                                           following Admission; 
 "Nomination Committee"                   the nomination committee of 
                                           the Board or a duly appointed 
                                           sub-committee of it authorised 
                                           to act on its behalf; 
 "Notice of General Meeting"              the notice of the General Meeting; 
 "Panel"                                  the UK Panel on Takeovers and 
                                           Mergers; 
 "Placees"                                investors to whom Placing Shares 
                                           are issued pursuant to the Placing; 
 "Placing"                                the conditional placing by the 
                                           Broker on behalf of the Company 
                                           of the Placing Shares at the 
                                           Issue Price pursuant to the 
                                           Placing Agreement; 
 "Placing Agreement"                      the conditional agreement dated 
                                           19 December 2019 between the 
                                           Company, the Broker, Cairn and 
                                           the Directors relating to the 
                                           Placing; 
 "Placing Shares"                         26,666,667 New Ordinary Shares 
                                           to be issued to the Placees 
                                           pursuant to the Placing; 
 "Proposals"                              Together, the Acquisition, the 
                                           Placing, the Disposal, the Share 
                                           Consolidation, the Change of 
                                           Name, the Whitewash Resolution, 
                                           the adoption of the New Articles, 
                                           the allotment of the CB Shares 
                                           and the TP Shares and Admission; 
 "Proposed Directors"                     David Nicholl, Harvey Sinclair, 
                                           Richard Williams, Andrew Lawley 
                                           and Nigel Burton; 
 "QCA Guidelines"                         the corporate governance code 
                                           for Small and Mid-Size Quoted 
                                           Companies published by the Quoted 
                                           Companies Alliance from time 
                                           to time; 
 "Record Date"                            the record date for the Share 
                                           Consolidation and the Share 
                                           Sub-division, being 6.00 p.m. 
                                           on 7 January 2020; 
 "Register"                               the register of members of the 
                                           Company; 
 "Remuneration Committee"                 the remuneration committee of 
                                           the Board or a duly appointed 
                                           sub-committee of it authorised 
                                           to act on its behalf; 
 "Registrar"                              Link Asset Services, registrar 
                                           to the Company; 
 "Registrar Shares"                       the 69,851 Existing Ordinary 
                                           Shares to be issued for the 
                                           purposes of the Share Consolidation; 
 "Resolutions"                            the Resolutions to be proposed 
                                           at the General Meeting; 
 "Securities Act"                         the United States Securities 
                                           Act of 1993, as amended; 
 "Share Consolidation"                    the proposed consolidation of 
                                           every 75,000 Existing Ordinary 
                                           Shares into 1 Consolidated Ordinary 
                                           Share; 
 "Share Sub-division"                     the proposed sub-division of 
                                           each Consolidated Ordinary Share 
                                           into 250 New Ordinary Shares; 
 "Shareholders"                           the holders of Existing Ordinary 
                                           Shares or New Ordinary Shares, 
                                           each individually being a "Shareholder"; 
 "Significant Shareholder"                any person holding 3 per cent. 
                                           or more of the Company's issued 
                                           share capital from time to time; 
 "Solutions" or "eLight Solutions"        E-Light Solutions DAC, a company 
                                           incorporated and registered 
                                           in Ireland with registered number 
                                           475816. Solutions is not part 
                                           of the eLight Group; 
 "Takeover Code"                          the City Code on Takeovers and 
                                           Mergers; 
 "TIDM"                                   tradable instrument display 
                                           mnemonic; 
 "Turner Pope" or "Broker"                Turner Pope Investments (TPI) 
                                           Ltd, the Company's broker; 
 "TP Shares"                              666,667 New Ordinary Shares 
                                           to be issued at the Issue Price, 
                                           credited as fully paid, in lieu 
                                           of fees to Turner Pope; 
 "UK" or "United Kingdom"                 the United Kingdom of Great 
                                           Britain and Northern Ireland; 
 "UKLA"                                   the United Kingdom Listing Authority, 
                                           being the FCA acting in its 
                                           capacity as the competent authority 
                                           for the purposes of Part VI 
                                           of FSMA; 
 "Uncertificated" or "in Uncertificated   a share or other security recorded 
  Form"                                    on the relevant register of 
                                           the relevant company concerned 
                                           as being held in uncertificated 
                                           form in CREST and title to which, 
                                           by virtue of the CREST Regulations, 
                                           may be transferred by means 
                                           of CREST; 
 "USD" or "$"                             US dollars, the lawful currency 
                                           of the United States; 
 "Value Creation Awards"                  awards entitling participants 
                                           to a share in the growth in 
                                           value of the Company above a 
                                           threshold; 
 "VAT"                                    Value Added Tax; 
 "Waiver"                                 the waiver which has been granted 
                                           by the Panel, conditional upon 
                                           the approval by Independent 
                                           Shareholders of the Whitewash 
                                           Resolution on a poll, of the 
                                           obligations to make a mandatory 
                                           offer for the entire issued 
                                           share capital of the Company 
                                           not already held by the Concert 
                                           Party which might otherwise 
                                           be imposed on the Concert Party 
                                           under Rule 9 of the Takeover 
                                           Code, as a result of, inter 
                                           alia, the issue of the Consideration 
                                           Shares to members of the Concert 
                                           Party pursuant to the Proposals; 
                                           and 
 "Whitewash Resolution"                   Resolution 1 in the Notice of 
                                           General Meeting being an ordinary 
                                           resolution voted on of Independent 
                                           Shareholders (on a poll) to 
                                           approve the Waiver. 
 

GLOSSARY OF TECHNICAL TERMS

The following table provides an explanation of certain technical terms and abbreviations used in this announcement. The terms and their assigned meanings may not correspond to standard industry meanings or usage of these terms.

 
 "BMS"     Building Management Systems; 
 "BSI"     British Standards Institute; 
 "Capex"   Capital Expenditure; 
 "CHP"     Combined Heat and Power; 
 "CRM"     Customer relationship management 
            system; 
 "CSR"     Corporate Social Responsibility; 
 "EE"      Energy Efficiency; 
 "EEaaS"   Energy Efficiency as a Service; 
  "EPC"    Energy Performance Certificate; 
 "HSE"     Health and Safety Executive; 
 "IoT"     Internet of Things; 
 "LaaS"    Lighting-as-a-Service; 
 "MEES"    Minimum Energy Efficiency Standards; 
 "OEMs"    Original Equipment Manufacturers 
 

(1) Source: Roland Berger, Energy Efficiency Services: A key market in the European industrial landscape (2019)

(2) Source: Navigant Research, Lighting as a Service (2017)

(3) Source: Roland Berger, Energy Efficiency Services: A key market in the European industrial landscape (2019)

(4) Source: Building and Environment Journal - Estimation of lighting energy savings from daylighting

(5) Source: Roland Berger, Energy Efficiency Services: A key market in the European industrial landscape (2019)

(6) Source: Navigant Research, Lighting as a Service (2017)

(7) Source: Roland Berger, Energy Efficiency Services: A key market in the European industrial landscape (2019)

(8) Source: European Commission, An EU Strategy on Heating and Cooling (2016)

(9) Source: European Commission, Financing energy efficiency

(10) Source: Rocky Mountain Institute, Lumens as a Service (2017)

(11) Source: http://www.businesselectricityprices.org.uk/europe/

(12) Source: https://www.inenco.com/insight/blog/non-commodity-cost-changes-business-impact/

(13) Article from www.cibse.org, 'CTT2 CIBSE Top Tips 2: Lighting in Buildings' (2019)

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

END

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