Oracle Power PLC Equity Placing (7063W)

TIDMORCP

RNS Number : 7063W

Oracle Power PLC

03 August 2018

3 August 2018

Oracle Power PLC

("Oracle" or "the Company")

Equity Placing of GBP450,000 at 1.0p per Ordinary Share

Oracle Power PLC (AIM:ORCP), the UK energy developer of a combined lignite coal mine and mine mouth power plant located in the south-eastern Sindh Province of Pakistan (Thar Block VI), announces that it has raised GBP450,000 before costs by way of a placing of 45,000,000 new Ordinary Shares at the current market price of 1.0p per Ordinary Share (the "Placing"). The Placing is expected to provide sufficient working capital to allow work with the two major Chinese State-Owned Enterprises, Sichuan Provincial Investment Group and PowerChina International Group Limited ("the Chinese Consortium") to enable them to conclude their due diligence leading into the second phase as foreseen in the Memorandum of Understanding ("MOU") entered into on 21 November 2017.

In March 2018 the Chinese Consortium formally agreed to proceed subject to the successful conclusion of due diligence and obtaining all necessary approvals and licences required by the Chinese and Pakistan Governments. Upon successful completion of the due diligence, the Consortium will proceed to the second phase of the project, in particular the drawing up of definitive agreements, following which the Parties will then jointly invest, in proportion to intended shareholdings, to take the project to financial close. Given the Project's inclusion in the Priority List of the China Pakistan Economic Corridor ("CPEC"), governmental approvals (both from China and Pakistan) are expected to be forthcoming.

The key highlights of the MOU as previously disclosed include:

   -      Gross project cost estimated at US$1.6 billion; 
   -      Proposed debt to equity ratio of 75 : 25 
   -      Oracle to hold a minimum 12.1% equity in both the mine and power projects 

- Oracle's historic development costs to be recognised as part of the Company's equity holding and contribution in the project

   -      The Chinese Consortium exclusively responsible for sourcing and providing all project debt 

Further to the placings in December 2017 and March 2018 which followed signing of the MOU, this placing of shares for net proceeds of GBP427,500 provide the Company with funds to meet its short term working capital requirements until approximately December 2018. While the Company had originally anticipated that the first phase would be completed in the first half of 2018, this is now anticipated to be concluded in the third quarter of 2018 with definitive agreements expected to be entered into before the year end and second phase work continuing into 2019. The Company continues to assess a variety of funding options to enable it to progress discussions leading into the second phase of the MOU and together with financial close of the project.

As part of the Placing, Brandon Hill Capital Limited ("Brandon Hill") and its parent company, Optima Worldwide Group PLC, ("OWG"), Neal Griffith, a director and shareholder of OWG and a director of Brandon Hill, and Oliver Stansfield, a director of Brandon Hill, have each agreed to subscribe for Ordinary Shares in this placing pro rata to their existing holdings (in aggregate, 10,057,500 Shares.

Consequently, following the issue of the new Ordinary Shares pursuant to the Placing, Brandon Hill, together with its parent company, OWG, and their directors, will hold 255,279,990 Ordinary Shares representing 22.36% per cent of the enlarged issued share capital of the Company.

Related party transaction

Brandon Hill, in aggregate with its parent company, OWG, is a substantial shareholder of the Company. Accordingly, the participation of Brandon Hill, OWG, Neal Griffith and Oliver Stanfield in the Placing constitute related party transactions pursuant to Rule 13 of the AIM Rules for Companies. The directors of the Company consider, having consulted with the Company's nominated adviser, Grant Thornton UK LLP, that the terms of their participation in the Placing are fair and reasonable insofar as its shareholders are concerned.

Shahrukh Khan, CEO of Oracle, said:

"We are pleased to confirm this equity placing, which will strengthen the Company's balance sheet and provide working capital taking the Company forward with its Chinese partners.

The Block VI development in Thar is of material significance not only to Oracle but also to Pakistan in general, evidenced by its inclusion in the Priority List of CPEC. The initial phase of development carries a capital cost of US$1.6 billion and is for a gross 4 million tonnes per annum mine, feeding a 700MW power plant.

Given the size of this undertaking, due diligence has naturally taken some time and we are grateful for the patience of our shareholders. We remain heartened by the ongoing dialogue and relationship with the Chinese Consortium and we are confident that we will be able to draw the project to a successful conclusion."

Settlement and dealings

Application will be made for the 45,000,000 Ordinary Shares, issued pursuant to the Placing, which will rank pari passu with the Company's existing issued Ordinary Shares, to be admitted to trading on AIM. Dealings on AIM are expected to commence at 8:00am on or around 9 August 2018 ("Admission").

Following Admission, for the purposes of the Financial Conduct Authority's Disclosure Guidance and Transparency Rules ("DTRs"), Oracle will have 1,141,821,582 Ordinary Shares in issue with voting rights attached (one vote per Ordinary Share). The Company does not hold any shares in treasury. This figure of 1,141,821,582 Ordinary shares may be used by the Company's shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the Financial Conduct Authority's Disclosure and transparency Rules.

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.

For further information please contact:

 
     Oracle Power PLC                                [phone] 
      Shahrukh Khan                                   4314 
     Brandon Hill Capital Limited                    [phone] 
      Oliver Stansfield                               5000 
     Peterhouse Corporate Finance                    [phone] 
      Charles Goodfellow                              9791 
     Grant Thornton UK LLP                           [phone] 
      Salmaan Khawaja, Richard Tonthat                5100 
     Blytheweigh                                     [phone] 
      Tim Blythe, Camilla Horsfall, Megan Ray         3204 
     Fortbridge Consulting 
      Matt Beale, Bill Kemmery                       [phone] 
 

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August 03, 2018 02:00 ET (06:00 GMT)