AIM Schedule One Update - Dial Square Investments PLC (8247W)

TIDMDSI

RNS Number : 8247W

AIM

14 December 2023

 
         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: 
 
   Dial Square Investments plc ("Dial Square" or the "Company"), 
   to be renamed EnergyPathways plc following Admission 
 COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY 
  TRADING ADDRESS (INCLUDING POSTCODES) : 
 C/O RJF 10th Floor, 
  3 Hardman Street, 
  Manchester, 
  Greater Manchester, 
  England, M3 3HF 
 COUNTRY OF INCORPORATION: 
 
   England and Wales 
 COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED 
  BY AIM RULE 26: 
 
   www.dialsquareinvestments.com 
 
   www.energypathways.uk 
 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: 
 Dial Square Investments plc was incorporated in England and 
  Wales on 15 February 2021 as a public limited company with 
  limited liability under the Companies Act with registered number 
  13201653. 
  Dial Square's shares were admitted to trading as a Standard 
  Listing on the Main Market on 30 November 2022 for the purpose 
  of undertaking one or more acquisitions. On 10 March 2023 Dial 
  Square announced that it had entered into heads of terms to 
  acquire 100 percent of the issued and to be issued share capital 
  of EnergyPathways Limited ("EnergyPathways") by means of a 
  reverse takeover. On admission of the Company's Ordinary Shares 
  to trading on AIM, the Company intends to cancel its listing 
  on the Standard List. 
  EnergyPathways is an integrated energy transition company, 
  initially targeting development of UK gas assets, with the 
  aim of bringing these into production, in the near-term, to 
  provide low emission energy solutions to assist with the UK's 
  transition to net zero while also providing critical energy 
  security to the UK. 
  EnergyPathways holds, via its wholly-owned subsidiary, a 100 
  per cent. interest in block 110/4a in Seaward Licence P2490 
  that contains the Marram gas field ("Marram Field"), located 
  30km west of mainland UK, close to existing infrastructure 
  in the UK waters of the UK Irish Sea Basin. 
  The Marram Field, which was discovered in 1993, is estimated 
  to contain 35.3 Bcf of undeveloped gas 2P Reserves and lies 
  approximately 15km east of the existing offshore South Morecambe 
  Gas Platform and 20-25 km from gas trunklines to shore. 
  In the Marram Field, EnergyPathways has identified what it 
  considers to be a 'ready-to-go' gas development asset, in that 
  it has been fully appraised and has low sub surface technical 
  risk. It is also able to be brought into production quickly, 
  due to its simple tie-back development plan to existing infrastructure. 
  EnergyPathways is targeting first gas from the Marram Field 
  in 2025. 
  The Directors and the Proposed Directors believe that natural 
  gas is a bridging fuel with a key role to play in the UK's 
  energy transition to net zero and providing energy security. 
  It is their view that a successful development of the Marram 
  Field has the potential to make a favourable contribution towards 
  reducing UK emissions providing energy security. The volatility 
  experienced in the UK energy market during 2022 and into 2023, 
  resulting from years of under-investment in oil and gas projects 
  and exacerbated by the ongoing war in Ukraine, has highlighted 
  the necessity for development of domestic gas projects such 
  as the Marram Field. 
  The Directors and the Proposed Directors believe that the undeveloped 
  potential gas resources identified by EnergyPathways in the 
  UK Irish Sea- which may be up to 2 TCF - are ideally suited 
  for integration with the clean energy technologies and assets 
  in the region to develop reliable, cost competitive low emission 
  energy supply. The UK Irish Sea region contains major renewable 
  wind generation capacity, reservoirs suited to natural gas 
  and hydrogen energy storage and CCUS and existing energy infrastructure. 
  The UK's leading hydrogen hub development is also nearby. The 
  co-location of these energy assets offers the opportunity for 
  cost-effective integration. Gas power generation is set to 
  have a critical role in providing flexible energy supply as 
  intermittent renewable wind energy generation increases. In 
  this regard, available UK domestic gas, along with stored gas, 
  will be critical in providing back up capacity. Further ahead, 
  the development of a hydrogen economy in the UK will be driven 
  initially by using gas feedstock, gas reforming technologies 
  and CCUS. 
  The Enlarged Group's initial focus will be the development 
  of the Marram Field, however it also plans to generate shareholder 
  value by playing a wider role in providing the UK with energy 
  security and net zero energy solutions. In line with this, 
  it has submitted applications to the NSTA for the award of 
  additional licences with undeveloped gas resources in the UK 
  Irish Sea. EnergyPathways intends to support UK energy security 
  with new domestic gas production and in doing so, displace 
  high emission imported LNG, thereby reducing the UK's net carbon 
  footprint. The Directors and the Proposed Directors anticipate 
  that there may also be potential to integrate new production 
  with the nearby wind renewable capacity to provide flexible 
  power generation capacity for grid stability, CCUS and hydrogen 
  storage reservoirs and feedstock for hydrogen production. It 
  also intends to consider opportunities to participate in other 
  selected discovered gas fields and energy transition opportunities 
  in the region and across the UK more broadly where integration 
  opportunities exist. 
 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): 
 
   Number of ordinary shares on Admission:157,916,559 ordinary 
   shares of GBP0.01 each in the capital of the Company ("Ordinary 
   Shares"). 
 
   Issue Price per Ordinary Share: 4p 
 
   Each Ordinary Share carries one vote and the right to dividends. 
 
   There are no restrictions as to the transfer of the Ordinary 
   Shares. 
 
   No Ordinary Shares will be held as treasury shares on Admission. 
 CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) 
  AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION: 
 
   Total capital to be raised on Admission: GBP2,000,000 
 
   Anticipated market capitalisation on Admission: GBP6,316,662 
 PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION: 
 43% 
 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): 
 Current Directors of Dial Square: 
  Neil Cousins - Non-Executive Chairman 
  Lincoln Moore - Non-Executive Director 
 
  The Current Directors will resign from the board on Admission 
 
  Proposed Directors following Admission: 
  Mark David Crawford Steeves - Independent Non-executive Chairman 
  Benedict ("Ben") James Murray Clube - Chief Executive Officer 
  Benjamin ("Ben") James Hodges - Chief Financial Officer 
  Graeme Paul Marks - Asset Manager 
  Stephen Paul West - Non-executive Director 
  Horácio Luis De Brito Carvalho - Independent Non-executive 
  Director 
 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): 
   Name                     % of the issued share       % of the issued share 
                              capital before Admission    capital after Admission 
    NonFinite SA Sicav 
     Absolute Return Fund                            -   9.50% 
                            --------------------------  ------------------------- 
    Ben Clube(1)                                     -   6.26% 
                            --------------------------  ------------------------- 
    Zeta Petroleum                                   -   5.68% 
                            --------------------------  ------------------------- 
    Alan Mcleish                                22.37%   5.34% 
                            --------------------------  ------------------------- 
    Graeme Marks                                     -   4.21% 
                            --------------------------  ------------------------- 
    Optiva Securities 
     Limited                                     5.65%   4.00% 
                            --------------------------  ------------------------- 
    Peter Nicholls(2)                                -   3.52% 
                            --------------------------  ------------------------- 
    Sebastian Marr                               5.57%   3.39% 
                            --------------------------  ------------------------- 
    James Sheehan(3)                             5.33%   1.06% 
                            --------------------------  ------------------------- 
    Brett Lord                                   5.95%   1.00% 
                            --------------------------  ------------------------- 
    Star Racing Limited                          5.42%   0.91% 
                            --------------------------  ------------------------- 
    WMH Consulting                               3.79%   0.64% 
                            --------------------------  ------------------------- 

    Ashwan i Sudera                              3.79%   0.64% 
                            --------------------------  ------------------------- 
    Sport Media Ventures 
     Ltd                                         3.20%   0.54% 
                            --------------------------  ------------------------- 
 
 
   ( 1) Ben Clube holds his shares indirectly through Painkalac 
   Holdings Pty Lighthouse Trust ATF 
   (2) Peter Nicholls holds his hares indirectly through Davis 
   Kerford Pty Ltd and Mimosa Grand Pty Ltd 
   (3) Including 422,880 shares held by Scwiar Capital Ltd, a 
   company wholly owned by James Sheehan 
 
 
 NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 
  2, PARAGRAPH (H) OF THE AIM RULES: 
 
            N/A 
 (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: 
 
        (1) 31 December 
 
        (2) Dial Square Investments plc: Audited results to 28 February 
        2023 (and unaudited interim results to 31 August 2023) 
 
        EnergyPathways Limited: Audited results to 31 December 2022 
        (and unaudited interim results to 30 June 2023) 
 
        (3) 30 June 2024, 30 September 2024, 30 June 2025 
 EXPECTED ADMISSION DATE: 
 
   20 December 2023 
 NAME AND ADDRESS OF NOMINATED ADVISER: 
 
   Cairn Financial Advisers LLP 
   9(th) Floor, 107 Cheapside, 
   London, EC2V 6DN 
   United Kingdom 
 NAME AND ADDRESS OF BROKER: 
 JOINT BROKERS 
  Optiva Securities Limited 
 
  c/o Azets 
  Regis House 
  45 King William Street 
  London EC4R 9AN 
 
  Global Investment Strategy UK Limited 
  2nd Floor, Solar House 
  915 High Road 
  London N12 8QJ 
 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: 
 
   A copy of the Admission Document will contain full details 
   about the applicant and the admission of its securities, and 
   will be available from the Company's website at: www.dialsquareinvestments.com 
   and at www.energypathways.uk from Admission. 
 THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO 
  APPLY 
 
   QCA Corporate Governance Code 
 DATE OF NOTIFICATION: 
 
   14 December 2023 
 NEW/ UPDATE: 
 
   Update 
 

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December 14, 2023 04:00 ET (09:00 GMT)