Green & Smart Holdings plc Private placement raises up to £552,759 (4023I)

TIDMGSH

RNS Number : 4023I

Green & Smart Holdings plc

19 June 2017

The information contained within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014. Upon the publication of this announcement, this inside information is now considered to be in the public domain.

19 June 2017

Green & Smart Holdings plc

("Green & Smart" or "G&S" or "the Company")

Green and Smart raise up to GBP552,759 through private placement

Green & Smart Holdings plc (AIM: GSH), a renewable energy company generating power from biogas captured through the treatment of palm oil mill effluent (POME) in Malaysia, is pleased to announce that it has successfully raised up to GBP552,759 by way of a private placement of 6,141,772 shares of no par value in the Company ("Shares") at a price of 9 pence per Share (the "Issue Price") and 5,848,664 five year warrants (exercisable at a price of 9.25 pence per share) to subscribe in aggregate up to 5,848,664 Shares (the "Private Placement").

The net proceeds of the Private Placement will be used to bid for new quotas, progress with grid connection of the fully-owned Malpom plant and for working capital purposes.

The Issue Price represents a discount of 6.5 per cent. to the mid-market closing price of 9.625 pence on 16 June 2017. The Private Placement is not being underwritten and is conditional only upon admission of the Shares to trading on AIM. The Private Placement is being conducted pursuant to the existing authorities granted to the Directors of the Company at its annual general meeting on 27 April 2017 and therefore no further shareholder approval is required. The 6,141,772 Shares placed represent approximately 2.1 per cent. of the Company's issued share capital as enlarged by the Shares (the "Enlarged Share Capital").

Application has been made to the London Stock Exchange for 3,641,107 Shares to be admitted to trading on AIM ("Admission") and it is expected that such Admission will occur at 8.00 a.m. on 20 June 2017. The Shares will be issued credited as fully paid and will rank in full for all dividends or other distributions declared, made or paid after the admission of the Shares and will otherwise be identical to and rank on Admission pari passu in all respects with the existing shares of no par value. The Private Placement involves a limited number of selected investors and, accordingly, no prospectus will be issued by the Company within the meaning of the Companies (Jersey) Law 1991 as amended, and the consent of the Jersey Financial Services Commission will not be sought or obtained in connection with the Private Placement. The Shares are not being made available to the public and are not being offered or sold into any jurisdiction where it would be unlawful to do so.

Immediately following Admission, the Company will have 291,069,141 shares of no par value in issue, none of which will be held in treasury.

Issue of Warrants

In accordance with the terms of the Private Placement, the Company will issue Warrants to subscribe for up to 5,848,664 shares of no par value, exercisable at a price of 9.25 pence per share in accordance with the terms of warrant instruments under which Warrants will become exercisable immediately upon issue until June 2022. Following the issue of the Warrants, there will be warrants to subscribe up to a total of 7,231,997 shares of no par value in the Company.

The issue of the Shares and Warrants placed pursuant to the Private Placement, which remain unissued following Admission, will occur separately and will be notified by the Company in the coming days.

Saravanan Rasaratnam, Group Managing Director of Green & Smart, commented:

"We are pleased to announce this successful fundraising. Our ability to continue to be a market leader is very much dependent on the availability of adequate funding and financing and this fundraising will enable us to bid for new quotas as well as progress with our current pipeline of projects. On behalf of the board I warmly welcome the new shareholders of Green & Smart."

Enquiries

 
 Green & Smart Holdings plc 
 Saravanan Rasaratnam, Managing 
  Director                              [phone] 
 
 Cantor Fitzgerald Europe (Nominated 
  Adviser and Broker) 
 Andrew Craig, Richard Salmond          [phone] 
 
 Luther Pendragon Ltd 
 Harry Chathli, Claire Norbury, 
  Alexis Gore                           [phone] 
 

Forward-looking statements

This announcement contains statements about Green & Smart Holdings plc that are or may be deemed to be "forward-looking statements".

All statements, other than statements of historical facts, included in this announcement may be forward-looking statements. Without limitation, any statements preceded or followed by, or that include, the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "should", "anticipates", "estimates", "projects", "would", "could", "continue" or words or terms of similar substance or the negative thereof, are forward-looking statements. Forward-looking statements include, without limitation, statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects and (ii) business and management strategies and the expansion and growth of the operations of Green & Smart Holdings plc.

These forward-looking statements are not guarantees of future performance. These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of any such person, or industry results, to be materially different from any results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements are based on numerous assumptions regarding the present and future business strategies of such persons and the environment in which each will operate in the future. Investors should not place undue reliance on such forward-looking statements and, save as is required by law or regulation (including to meet the requirements of the AIM Rules, the Prospectus Rules and/or the FSMA), Green & Smart Holdings plc does not undertake any obligation to update publicly or revise any forward-looking statements (including to reflect any change in expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based). All subsequent oral or written forward-looking statements attributed to Green & Smart Holdings plc or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. All forward-looking statements contained in this announcement are based on information available to the Directors of Green & Smart Holdings plc at the date of this announcement, unless some other time is specified in relation to them, and the posting or receipt of this announcement shall not give rise to any implication that there has been no change in the facts set forth herein since such date.

This information is provided by RNS

The company news service from the London Stock Exchange

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June 19, 2017 02:00 ET (06:00 GMT)