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EQT Eqtec Plc

2.40
-0.05 (-2.04%)
Last Updated: 11:28:36
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Eqtec Plc LSE:EQT London Ordinary Share IE000955MAJ1 ORD EUR0.01 (CDI)
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  -0.05 -2.04% 2.40 2.30 2.50 2.45 2.40 2.45 336,560 11:28:36
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
Electric Services 7.97M -10.53M -0.0712 -0.34 3.55M

EQTEC PLC Notice of EGM (5246U)

24/11/2023 7:00am

UK Regulatory (RNS & others)


Eqtec (LSE:EQT)
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TIDMEQT

RNS Number : 5246U

EQTEC PLC

24 November 2023

24 November 2023

EQTEC plc

("EQTEC", the "Company" or the "Group")

Notice of Extraordinary General Meeting (the "EGM")

Proposed Capital Reorganisation and Share Consolidation

EQTEC plc (AIM: EQT), a global technology innovator powering distributed, decarbonised, new energy infrastructure through its waste-to-value solutions for hydrogen, biofuels, and energy generation, announces that, further to its announcement on 20 November 2023 (the "Announcement"), a circular (the "Circular") is being sent to shareholders today.

The Circular contains a notice of EGM to approve the capital reorganisation proposed by the Company in the Announcement (the "Capital Reorganisation"). The EGM will be held at the offices of Philip Lee LLP, Connaught House, One Burlington Road, Dublin 4, D04 C5Y6, Ireland at 12.00 noon on Monday, 18 December 2023.

A copy of the Circular and a notice of the EGM (the "Notice") will be available on the Company's website: www.eqtec.com later today.

Extracts from the Circular and defined terms are set out below.

ENQUIRIES

 
 EQTEC plc 
  David Palumbo / Jeffrey Vander Linden        +44 20 3883 7009 
 Strand Hanson - Nomad & Financial Adviser 
  James Harris / Richard Johnson               +44 20 7409 3494 
                                              ----------------- 
 Global Investment Strategy UK Ltd - Broker 
  Samantha Esqulant                            +44 20 7048 9045 
                                              ----------------- 
 Fortified Securities - Broker 
  Guy Wheatley                                 +44 20 3411 7773 
                                              ----------------- 
 Panmure Gordon - Broker 
  John Prior / Hugh Rich                       +44 20 7886 2500 
                                              ----------------- 
 

Introduction

The purpose of this document is to provide details regarding the Capital Reorganisation and explain why the Board believes this is in the best interests of EQTEC plc and its shareholders.

The Capital Reorganisation is conditional on, among other things, the passing of the Resolutions by Shareholders at the Extraordinary General Meeting, which is scheduled to take place at 12:00 noon on 18 December 2023. The formal Notice of Extraordinary General Meeting is set out at the end of this document (together with a set of explanatory notes) and a form of proxy is also enclosed for you to complete, sign and return.

The Board considers that the Capital Reorganisation is in the best interests of the Shareholders taken as a whole and unanimously recommends that Shareholders vote in favour of the Resolutions to be proposed at the Extraordinary General Meeting. Failure to approve the proposed Resolutions may constitute an event of default under certain facilities included in the refinancing announced on 20 November 2023 following which (as with the case of other standard events of default) the lenders of such facilities may declare all outstanding amounts immediately due and payable.

Background and reasons for the Capital Reorganisation

The Company has previously announced its business strategy of moving out of project development and into pure-play technology licensing and innovation. The Company's strategy emphasises: (1) continuously developing and leveraging its IP-rich engineering and innovation capabilities; (2) de-risking its portfolio by occupying a narrow segment of the value chain, collaborating with the world's best value chain partners; and (3) driving higher margins through licensing its IP for use by owner-operators, deploying its engineering and design capabilities to get its IP deployed into more places, for the best-suited business models.

In its recent 2023 Interim Results the Board announced it is conducting a review of available options for required investment, with a particular focus on long-term, strategic investors of sufficient scale and resources to support the Company's growth and execution of its strategic vision. To facilitate engagement with prospective investors, the Company has, together with its advisors, including a major investment bank announced by the Company in February 2023, established a 10-year business plan built around its declared strategy.

On 20 November 2023 the Company announced a proposed financial restructuring, in collaboration with its existing funders and certain key shareholders, to enable the Company to transition to revenue-led growth and regain momentum with execution of its business strategy. Certain aspects of the refinancing are subject to Shareholders passing resolutions to provide the Company with authority to issue new Ordinary Shares and the implementation of a share capital reorganisation. As a condition subsequent to part of the refinancing announced on 20 November 2023, the Company must hold the EGM by 3 January 2024 to seek approval from its Shareholders to implement a share capital reorganisation to reduce the nominal value of its Ordinary Shares and to refresh the Company's authority to allot shares.

Shareholder approval is therefore being sought for a reorganisation of the Company's share capital, comprising the subdivision, consolidation and a part redesignation of the existing Ordinary Shares. Each Shareholder's proportionate interest in the issued Ordinary Shares of the Company (save for rounding to avoid fractional entitlements) will remain unchanged as a result of the Capital Reorganisation.

The Capital Reorganisation is proposed in order to achieve a higher market price for the Consolidated Ordinary Shares to a more appropriate range for the Company. The Board believes that the Capital Reorganisation will improve the marketability of the Ordinary Shares by way of a higher share price and hopes to reduce volatility in the Company's share price by narrowing the spread of its bid and offer price. In addition, if the Capital Reorganisation was not implemented, the Company is prohibited from allotting shares at a discount to their nominal value, and this is addressed by the Capital Reorganisation.

The authorised share capital of the Company is EUR213,200,000 divided into 25,761,091,094 Ordinary Shares of EUR0.001 each, 10,000,000,000 Deferred Convertible A Ordinary Shares of EUR0.01 each, 75,140,494 Deferred B Ordinary Shares of EUR0.099 each and 200,000,000 Deferred Ordinary Shares of EUR0.40 each.

As at the date of this document, the Company has 14,783,204,492 Ordinary Shares in issue, with a closing mid-market price of 0.0425p per Ordinary Share (as at 20 November 2023, being the latest practicable Business Day prior to the date of this document).

The Capital Reorganisation will involve the following three inter-conditional steps: (1) the subdivision of existing Ordinary Shares; (2) the consolidation of the resulting Ordinary Shares; and (3) the redesignation of certain of the remaining Ordinary Shares.

(1) Ordinary Share Subdivision

The current nominal value of each of the existing Ordinary Shares is EUR0.001. Pursuant to the proposed subdivision, each existing Ordinary Share would be subdivided into 10 Ordinary Shares of EUR0.0001, from the time at which the Resolution in respect of the subdivision becomes effective (which will be immediately prior to the Ordinary Share Consolidation and Redesignation).

(2) Ordinary Share Consolidation

Immediately after the subdivision of the Ordinary Shares every 1,000 (one thousand) subdivided Ordinary Shares of EUR0.0001 each will be consolidated into 10 (ten) Ordinary Shares of EUR0.01 each

(3) Redesignation

Immediately after the Ordinary Share Consolidation 9 (nine) out of every 10 Ordinary Shares of EUR0.01 each will be redesignated into 9 (nine) deferred C ordinary shares of EUR0.01 each ("2023 Deferred Shares").

Shareholders should note that, except for the increase in nominal value of each Ordinary Share, the voting and dividend rights attaching to the New Ordinary Shares arising on the Capital Reorganisation will be identical in all respects to those attaching to the existing Ordinary Shares at the date of this document. The 2023 Deferred Shares will have no economic value and will carry the rights as set out in the Amended Articles and as summarised below.

If the Capital Reorganisation is approved, the New Ordinary Shares will be admitted to trading on AIM on 19 December 2023.

No new share certificates representing the New Ordinary Shares will be sent to Shareholders who hold Existing Ordinary Shares in certificated form. Accordingly, share certificates for the Existing Ordinary Shares will remain valid, and will only be replaced by share certificates for New Ordinary Shares when the old share certificates are surrendered for cancellation following the transfer, transmission or other disposal of New Ordinary Shares.

Shareholders who hold their Existing Ordinary Shares in uncertificated form through CREST should expect to see the security description updated, in order to reflect their holding in New Ordinary Shares.

Following the Share Consolidation, the Company's new SEDOL code will be BLF9HQ3 and its new ISIN code will be IE000955MAJ1.

The 2023 Deferred Shares created will be effectively valueless as they will not carry any rights to vote or dividend rights. In addition, holders of 2023 Deferred Shares will not be entitled to a payment on a return of capital or on a winding up of the Company. The 2023 Deferred Shares will not be traded on AIM or listed and will not be transferable other than as specified in the Amended Articles.

No share certificates will be issued in respect of the 2023 Deferred Shares, nor will CREST accounts of Shareholders be credited in respect of any entitlement to 2023 Deferred Shares.

In connection with the Capital Reorganisation, the Company is also required to amend the Existing Articles to reflect the amended authorised share capital of the Company and include the specific rights and restrictions attaching to the 2023 Deferred Shares, as set out above.

Application will be made in accordance with the AIM Rules for the New Ordinary Shares arising from the Capital Reorganisation to be admitted to trading on AIM, subject to Shareholders passing Resolutions at the EGM. It is expected that if such Resolutions are passed, Admission in respect of such New Ordinary Shares will become effective and that dealings in those New Ordinary Shares will commence on 19 December 2023.

No Shareholder will be entitled to a fraction of a new Ordinary Share or 2023 Deferred Share. Instead, their entitlement will be rounded down to the nearest whole number of New Ordinary Shares and Deferred Shares. Remaining fractional entitlements to New Ordinary Shares and Deferred Shares will be aggregated and sold on behalf, and for the benefit of, the Company. As a result of the Ordinary Share Consolidation existing shareholdings will effectively be divided by 100. If a Shareholder holds fewer than 100 Existing Ordinary Shares at the Record Date, then the rounding down process will result in that Shareholder being entitled to zero New Ordinary Shares and as a result of the Capital Reorganisation they will cease to hold any Ordinary Shares.

Extraordinary General Meeting

Set out at the end of this document is a notice convening the Extraordinary General Meeting to be held on 18 December 2023 at 12.00 a.m. in the offices of Philip Lee LLP, Connaught House, One Burlington Road, Dublin 4, D04 C5Y6 , Ireland at which the Resolutions will be proposed.

Shareholders wishing to vote but who are unable to attend the Extraordinary General Meeting in person, are urged to appoint the Chairman of the meeting as their proxy, in accordance with the relevant instructions on the form of proxy, and to submit their form of proxy so as to be received as soon as possible and by no later than 12:00 a.m. on 16 December 2023. This will ensure that your vote will be counted even if you are unable to attend in person.

Resolutions

A summary of the resolutions to be proposed at the Extraordinary General Meeting is set out below. Please note that this is not the full text of the Resolutions and you should read this section in conjunction with the Resolutions contained in the formal notice at the end of this document (together with the explanatory notes set out at the end of such notice).

The following resolutions, which are all inter dependent, will be proposed at the Extraordinary General Meeting:-

Resolution 1 , which will be proposed as an ordinary resolution seeks shareholder authority to approve the Sub-division.

Resolution 2 , which will be proposed as an ordinary resolution, seeks shareholder authority to approve the Ordinary Share Consolidation.

Resolution 3 , which will be proposed as a special resolution, seeks shareholder authority to approve the Redesignation.

Resolution 4 , which will be proposed as a special resolution, in order to give effect to the foregoing, seeks shareholder authority to adopt as the memorandum and articles of association of the Company the draft memorandum and articles of association produced to the meeting and initialled by the Chairman of the meeting for the purposes of identification.

Resolution 5 , which will be proposed as an ordinary resolution, to authorise the Directors to issue Ordinary Shares up to an aggregate nominal value equal to EUR4,500,000. This authority shall expire at the close of business on the date of the next AGM of the Company unless previously renewed, varied or revoked by the Company.

As a special resolution, Resolution 3 and 4 require votes in favour representing 75 per cent. or more of the votes cast (in person or by proxy) at the Extraordinary General Meeting in order to be passed.

Action to be taken by Shareholders

A form of proxy for use at the Extraordinary General Meeting is enclosed. Whether or not you intend to be present at the Extraordinary General Meeting, you are requested to complete, sign and return the form of proxy in accordance with the instructions thereon.

For Shareholders whose name appears on the register of members of the Company (being those who hold their shares in certificated form), your proxy may be submitted by post, and returning it to the Company's Registrar Link Registrars Limited at P.O. Box 7117, Dublin 2, Ireland (if delivered by post) or at Link Registrars Limited, Suite 149, The Capel Building, Mary's Abbey, Dublin 7, D07 DP79, Ireland (if delivered by hand) so as to arrive no later than 12.00 noon on 16 December 2023. The return of the form of proxy will not prevent you from attending the Extraordinary General Meeting and voting in person should you wish to do so.

Persons who hold their interests in ordinary shares as Belgian law rights through the Euroclear system or as CDIs should consult with their custodian, stockbroker or other intermediary at the earliest opportunity for further information on the processes and timelines for submitting proxy votes for the EGM through the respective systems. For voting services offered by custodians holding Irish corporate securities directly with Euroclear Bank SA/NV ("Euroclear Bank"), please contact your custodian.

To be effective, all proxy voting instructions (whether submitted directly or through the EB System or CREST) together with any power of attorney or other authority under which it is executed, or a notarially certified copy thereof, must be received by the Company's Registrars, no later than 12.00 noon. on 16 December 2023. However, persons holding through the EB System or CREST will also need to comply with any additional voting deadlines imposed by the respective service offerings. All relevant persons are recommended to consult with their stockbroker or other intermediary at the earliest opportunity.

Board Recommendations

The Directors consider that all the proposals to be considered at the Extraordinary General Meeting are in the best interests of the Company and its shareholders as a whole and are most likely to promote the success of the Company. Failure to approve the proposed Resolutions may constitute an event of default under certain facilities included in the refinancing announced on 20 November 2023 following which (as with the case of other standard events of default) the lenders of such facilities may declare all outstanding amounts immediately due and payable. Accordingly, the Directors unanimously recommend that you vote in favour of the Resolutions to be proposed at the Extraordinary General Meeting as they intend to do in respect of their own beneficial holdings currently amounting to approximately 3.05 per cent. of the issued share capital of the Company.

The results of the voting on all Resolutions will be announced via a Regulatory Information Service and published on our website as soon as practicable following the conclusion of the Extraordinary General Meeting.

DEFINITIONS

In this document and in the Form of Proxy the following expressions have the following meanings.

 
  "AIM"                           the AIM market of the London Stock 
                                   Exchange; 
 "AIM Rules"                      the rules for AIM companies and 
                                   their nominated advisers issued 
                                   by the London Stock Exchange governing 
                                   the admission to and the operation 
                                   of AIM; 
 "Articles of Association"        the articles of association of the 
  or "Articles"                    Company as amended from time to 
                                   time and filed with the Registrar 
                                   of Companies; 
 "Amended Articles"               the articles of association of the 
                                   Company as amended following the 
                                   passing of Resolutions 1 and 2 at 
                                   the EGM to approve the Capital Reorganisation; 
 "Business Day"                   a day (other than Saturdays, Sundays, 
                                   public holidays or bank holidays) 
  "Capital Reorganisation"         on which banks are generally open 
                                   for normal business in Ireland; 
                                   the reorganisation of the Company's 
                                   share capital in the matter proposed 
                                   in section 2 of the Chairman's Letter 
                                   and effected by Resolutions 1-3; 
 "Circular" or "Document"         this document dated 24 November 
                                   2023 containing information about 
                                   the Capital Reorganisation, the 
                                   Resolutions and the Notice of Extraordinary 
                                   General Meeting 
 "Company" or "EQTEC"             EQTEC plc; 
 "Companies Act"                  the Companies Act 2014 of Ireland 
                                   as amended; 
 "2008 Deferred Shares"           the Deferred Convertible A Ordinary 
                                   Shares of EUR0.01 each in the Company 
                                   having the rights set out in the 
                                   Existing Articles; 
 "2013 Deferred Shares"           the Deferred Ordinary Shares of 
                                   EUR0.40 each in the Company having 
                                   the rights set out in the Existing 
                                   Articles; 
 "2017 Deferred Shares"           the Deferred B Ordinary Shares of 
                                   EUR0.099 each in the Company having 
                                   the rights set out in the Existing 
                                   Articles; 
 "2023 Deferred Shares"           the Deferred C Ordinary Shares of 
                                   EUR0.10 each in the Company arising 
                                   from the Capital Reorganisation 
                                   and having the rights set out in 
                                   the Amended Articles; 
 "Existing Articles"              the articles of association of the 
                                   Company as at the date of this document; 
 "Existing Ordinary Shares"       the 14,783,204,492ordinary shares 
                                   of EUR0.001 each in the capital 
                                   of the Company in issue as at the 
                                   date of this document (being the 
                                   entire issued ordinary share capital 
                                   of the Company); 
 "Extraordinary General           the extraordinary general meeting 
  Meeting" or "EGM"                of the Company convened for 18 December 
                                   2023 to approve the Resolutions; 
 "EUI"                            Euroclear UK & International Limited, 
                                   the operator of the CREST System; 
  "Form of Proxy"                  means the form of proxy for use 
                                   at the General Meeting which accompanies 
                                   this document; 
 "GBP"                            the lawful currency of the United 
                                   Kingdom; 
 "Group" or "EQTEC Group"         the Company and its subsidiary undertakings; 
 "Ireland"                        Ireland, excluding for the avoidance 
                                   of doubt, Northern Ireland; 
 "Link" or "Registrars"           Link Registrars Limited, the Company's 
                                   registrars, who have their registered 
                                   office at Suite 149, The Capel Building, 
                                   Mary's Abbey, Dublin 7, D07 DP79, 
                                   Ireland; 
 "London Stock Exchange"          London Stock Exchange plc; 
 "New Ordinary Shares"            the new ordinary shares of nominal 
                                   value EUR0.01 each in the capital 
                                   of the Company to be created pursuant 
                                   to the Capital Reorganisation; 
 "Ordinary Share Consolidation"   following the Subdivision, the consolidation 
                                   of the Ordinary Shares of EUR0.0001 
                                   each, into Ordinary Shares of EUR0.01 
                                   each, as described in section 2 
                                   of the Chairman's Letter and effected 
                                   by Resolution 2. 
 "Ordinary Shares"                the ordinary shares of EUR0.001 
                                   each in the capital of the Company 
                                   or, as the context requires, ordinary 
                                   shares of EUR0.0001 each in the 
                                   capital of the Company or, as the 
                                   context requires, ordinary shares 
                                   of EUR0.01 each in the Capital of 
                                   the Company where Ordinary Shares 
                                   are in issue or to be issued, post 
                                   the Capital Reorganisation. 
 "Record Date"                    6.00 p.m. on 18 December 2023 or 
                                   such other date as the Directors 
                                   may determine, being the date by 
                                   reference to which the Ordinary 
                                   Share Consolidation is calculated; 
 "Redesignation"                  following the Subdivision and the 
                                   Ordinary Share Consolidation the 
                                   redesignation of 9 (nine) out of 
                                   every 10 Ordinary Shares of EUR0.01 
                                   each into 9 (nine) 2023 Deferred 
                                   Shares, as described in section 
                                   2 of the Chairman's Letter and effected 
                                   by Resolution 3; 
 "Resolutions"                    the shareholder resolutions to be 
                                   voted upon by Shareholders at the 
                                   EGM; 
 "Restricted Jurisdiction"        the United States, Australia, Canada, 
                                   Japan, New Zealand and the Republic 
                                   of South Africa and any other jurisdiction 
                                   in which it would be unlawful to 
                                   distribute the document and would 
                                   be required to be approved by a 
                                   regulatory body; 
 "Sub-division"                   means the subdivision of the Ordinary 
                                   Shares as described in Section 2 
                                   of the Chairman's Letter and effected 
                                   by Resolution 1; 
 "Shareholders"                   holders of shares (of any class) 
                                   in the capital of the Company; 
 "UK" or "United Kingdom"         the United Kingdom of Great Britain 
                                   and Northern Ireland; and 
 "UK Listing Authority"           the Financial Conduct Authority 
  or "UKLA"                        acting in its capacity as the competent 
                                   authority for the purposes of Part 
                                   VI of the Financial Services and 
                                   Markets Act 2000. 
 

SHARE CONSOLIDATION STATISTICS

 
 Number of Existing Ordinary Shares                   14,783,204,492 
 Number of New Ordinary Shares to be in issue 
  immediately following completion of the Capital 
  Reorganisation                                         147,832,044 
 Number of 2023 Deferred Shares to be in issue 
  immediately following completion of the Capital 
  Reorganisation                                       1,330,488,404 
 New ISIN Code following the Share Consolidation        IE000955MAJ1 
 New SEDOL Code following the Share Consolidation            BLF9HQ3 
 TIDM                                                            EQT 
 

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

 
 Date of this Document and Form of                                                      24 November 2023 
  Proxy 
 Latest time and date for receipt                                              12.00 a.m. on 16 December 
  of Forms of Proxy                                                                                 2023 
 Extraordinary General Meeting                                                 12.00 a.m. on 18 December 
                                                                                                    2023 
 Announcement of the Results of the                                                     18 December 2023 
  Extraordinary General Meeting 
 Record date for Ordinary Share Consolidation                                6.00p.m. on 18 December2023 
 Admission effective and dealings                                                start of business on 19 
  commence in the New Ordinary Shares                                                      December 2023 
  and Credit of Euroclear Bank Participant 
  Accounts and CREST Member accounts 
  (where applicable) 
 

Note

(1) Unless otherwise stated, all references in this document are to Dublin time. The dates given are based on the Directors expectations and may be subject to change. Any change to the timetable will be notified to the London Stock Exchange and to the market via a regulatory announcement.

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.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.

END

NOGNKNBNOBDDBDB

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November 24, 2023 02:00 ET (07:00 GMT)

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