AIM Schedule One - Atlantis Resources Limited (8704O)

TIDMARL

RNS Number : 8704O

AIM

22 May 2018

 
             ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION 
              IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM 
                                         RULES") 
 
 COMPANY NAME: 
 
   Atlantis Resources Limited (to be renamed SIMEC Atlantis Energy 
   Limited) (the "Company") 
 COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY 
  TRADING ADDRESS (INCLUDING POSTCODES) : 
 
   Registered Office: 
   80 Raffles Place 
   Level 36 
   Republic of Singapore 
   048624 
 
   Trading Address: 
   4(th) Floor 
   Edinburgh Quay 2 
   139 Fountainbridge 
   Edinburgh 
   EH3 9QG 
 COUNTRY OF INCORPORATION: 
 
   Republic of Singapore 
 COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED 
  BY AIM RULE 26: 
 
   www.atlantisresourcesltd.com 
 
   www.simecatlantis.com* 
 
   *from date of admission 
 COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, 
  IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING 
  POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE 
  TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED: 
             Atlantis Resources Limited has conditionally agreed to acquire 
              SIMEC Uskmouth Power Limited ("SUP") from SIMEC UK Energy Holdings 
              Limited ("SIMEC") (the "Acquisition"). 
              The proposed acquisition constitutes a reverse take-over under 
              Rule 14 of the AIM Rules for Companies and the Company is therefore 
              seeking re-admission of its securities to trading on AIM ("Re-admission"). 
              The Acquisition will become effective upon Re-admission, and 
              the Company will change its name to SIMEC Atlantis Energy Limited. 
              SUP is the owner of the 393MW Uskmouth power station in Newport, 
              South Wales (the "Power Station"). It is proposed that, following 
              the Acquisition, 220MW of capacity at the power station will 
              be converted by the Company to use a waste derived energy pellet 
              as the fuel source for power generation. 
              The value of the Power Station is supported by a value-enhancing 
              contractual structure. 
              SUP has agreed to enter into two power purchase agreements: 
              1. Route-to-market PPA 
              This power purchase agreement has been entered into with Marble 
              Power Limited, a GFG Alliance company, pursuant to which a 
              majority of the Power Station's power generation is proposed 
              to be sold following conversion of the Power Station. 
              2. Fixed Price PPA 
              This power purchase agreement has been entered into with a 
              newly incorporated joint venture company ("JV") pursuant to 
              which the Power Station is proposed to supply up to 15MW of 
              electricity to a fuel processing facility to be constructed 
              on a site adjacent to the Power Station. The JV has been incorporated 
              by a GFG Alliance company and N+P Group B.V. 
              In addition, SUP has entered into a fixed price fuel supply 
              agreement with the JV which will supply all of the Power Station's 
              fuel requirements after its conversion. The JV proposes to 
              construct three fuel processing facilities where the waste 
              derived pellets for burning in the power station will be produced. 
              The combination of Atlantis' tidal technology and portfolio, 
              together with SUP, will form a diversified renewable energy 
              group with a portfolio of tidal energy assets and opportunities, 
              including an approximate 77 per cent. stake in the MeyGen tidal 
              project. 
 DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS 
  AS TO TRANSFER OF THE SECURITIES (i.e. where known, number 
  and type of shares, nominal value and issue price to which 
  it seeks admission and the number and type to be held as treasury 
  shares): 
 366,198,946 ordinary shares of no par value at an issue price 
  of 35 pence per share. 
 
  No shares are held in treasury. 
 
  The shares are freely transferable and have no restrictions 
  placed upon them. 
 CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) 
  AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION: 
 
   Capital to be raised: GBP20 million 
 
   Anticipated market capitalisation: GBP128.2 million 
 PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION: 
 
   50.42 per cent. 
 DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH 
  THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE 
  OR WILL BE ADMITTED OR TRADED: 
 
   None 
 FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS 
  (underlining the first name by which each is known or including 
  any other name by which each is known): 
 
   John Mitchell Neill (Non-Executive Chairman) 
   Timothy James Cornelius (Chief Executive Officer) 
   Ian Anthony Macdonald (Non-Executive Director) 
   John Anthony Clifford Woodley (Non-Executive Director) 
   Andrew Luke Dagley (Chief Financial Officer) 
   Mark Edward Monckton Elborne (Non-Executive Director appointed 
   by SIMEC) 
   George Jay Hambro (Non-Executive Director appointed by SIMEC) 
 FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED 
  AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER 
  ADMISSION (underlining the first name by which each is known 
  or including any other name by which each is known): 
 
                                             Before admission   After admission 
    SIMEC UK Energy Holdings Limited                    0.00%            49.99% 
                                            -----------------  ---------------- 
    Morgan Stanley Renewables Development 
     I (Cayman) Limited                                26.20%             9.01% 
                                            -----------------  ---------------- 
    Henderson Global Investors 
     Limited                                           11.87%             5.64% 
                                            -----------------  ---------------- 
    Miton Asset Management Limited                      9.34%             5.01% 
                                            -----------------  ---------------- 
    APMS Investment Fund Limited                        0.00%             3.75% 
                                            -----------------  ---------------- 
    Herald Investment Management 
     Limited                                            4.56%             3.13% 
                                            -----------------  ---------------- 
    Siemens AG                                          7.87%             2.71% 
                                            -----------------  ---------------- 
    Armstrong World Industries 
     HK Limited                                         3.97%             1.36% 
                                            -----------------  ---------------- 
    Minnow Holdings Pty Limited                         3.42%             1.18% 
                                            -----------------  ---------------- 
 NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 
  2, PARAGRAPH (H) OF THE AIM RULES: 
 
   None 
 (i) ANTICIPATED ACCOUNTING REFERENCE DATE 
  (ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION 
  DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited 
  interim financial information) 
  (iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS 
  PURSUANT TO AIM RULES 18 AND 19: 
 
        (i) 31 December 
        (ii) Information for SUP prepared to 30 September 2017 
        (iii) 30 June 2018, 30 September 2018 (interim results to 30 
        June 2018 for the Company and full year results to 31 March 
        2018 for SUP), 30 June 2019 
 EXPECTED ADMISSION DATE: 
 
   15 June 2018 
 NAME AND ADDRESS OF NOMINATED ADVISER: 
 
   Cantor Fitzgerald Europe 
   One Churchill Place 
   London 
   E14 5RB 
 NAME AND ADDRESS OF BROKER: 
 
   Cantor Fitzgerald Europe 
   One Churchill Place 
   London 
   E14 5RB 
 
   Macquarie Capital (Europe) Limited 
   Ropemaker Place 
   28 Ropemaker Street 
   London 
   EC2Y 9HD 
 OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE 
  (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE 
  AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL 
  DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES: 
 
   The admission document will contain full details about SIMEC 
   Atlantis Energy Limited and the admission of its issued share 
   capital to trading on AIM and will be available from the Company's 
   website at www.atlantisresourcesltd.com and, following admission, 
   www.simecatlantis.com. 
 THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO 
  APPLY 
 The Quoted Companies Alliance Corporate Governance Code 
 DATE OF NOTIFICATION: 
 
   22 May 2018 
 NEW/ UPDATE: 
 
   NEW 
 

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May 22, 2018 05:30 ET (09:30 GMT)