AIM Schedule One - RedT energy plc (6754G)

TIDMRED

RNS Number : 6754G

AIM

18 March 2020

 
    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: 
 redT energy plc (to be renamed Invinity Energy Systems plc) 
 COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY 
  TRADING ADDRESS (INCLUDING POSTCODES): 
 Registered Office: 
  3rd Floor, Standard Bank House 
  47-49 La Motte Street 
  St Helier 
  Jersey 
  JE2 4SZ 
 
  Trading Address: 
  Suite 4.12 Clerkenwell Workshops 
  27-31 Clerkenwell Close 
  London 
  EC1R 0AT 
 COUNTRY OF INCORPORATION: 
 Jersey 
 COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED 
  BY AIM RULE 26: 
 www.redtenergy.com 
 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: 
 redT energy plc are experts in the provision of energy storage 
  solutions, based on proprietary vanadium redox flow battery 
  ("VRFB") technology, which unlocks reliable, low-cost, low-carbon 
  renewable generation for businesses, industry and electricity 
  networks globally. 
 
  To meet the opportunity represented by the global growth in 
  requirements for energy storage, and to achieve the necessary 
  scale and size, on 25 July 2019, the Company announced it had 
  agreed to outline terms for a proposed merger (the "Merger") 
  with Avalon Battery Corporation ("Avalon"), another key contender 
  in the VRFB industry. The Merger will constitute a reverse 
  takeover of redT by Avalon under the AIM Rules for Companies. 
  The Company has announced that the Acquisition Agreement relating 
  to the Merger has now been signed, with Completion conditional 
  upon inter alia shareholder approval. 
 
  The holding company of the enlarged group is incorporated in 
  Jersey. It has largely wholly owned subsidiaries in the UK, 
  Ireland, Australia, South Africa, Mauritius, the US and Canada 
  in order to pursue business in these countries and their surrounding 
  regions. 
 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): 
 Up to 76,889,791 Ordinary Shares of EUR0.50 each in the capital 
  of the Company arising on completion of the Share Consolidation 
  (the proposed consolidation of the Existing Ordinary Shares 
  immediately prior to Admission such that each 50 Existing Ordinary 
  Shares will be consolidated into one Consolidated Ordinary 
  Share of EUR0.50 each in the 
  capital of the Company) at an issue price of 82.5p (following 
  the Share Consolidation). 
 
  The Ordinary Shares are freely transferable and have no restrictions 
  placed upon them. 
 
  No Ordinary Shares are held in treasury. 
 CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) 
  AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION: 
 Capital to be raised on Admission: up to GBP14.2 million 
 
  Anticipated market capitalisation: up to GBP63.4 million 
 PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION: 
 Approximately 54.3 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): 
 Directors: 
  Neil Christopher O'Brien (Non-executive Chairman) 
  Fraser Andrew Norton Welham (Chief Financial Officer) 
  Michael James Wills Farrow (Non-executive Director) 
  Jonathan Anthony Frank Marren (Non-executive Director) 
 
  Proposed Directors: 
  Lawrence (Larry) Arthur Zulch (Chief Executive Officer) 
  Matthew (Matt) Albert MacLennan Harper (Chief Commercial Officer) 
 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                        Before Admission   After Admission 
 
   Schroders plc                         13.30%            10.59% 
                              -----------------  ---------------- 
   GSR Ventures IV, L.P.                  0.00%            10.18% 
                              -----------------  ---------------- 
   Brantingham & Carroll 
    International, Ltd.                   0.00%             8.74% 
                              -----------------  ---------------- 
   Johnson Chiang                         0.00%             7.91% 
                              -----------------  ---------------- 
   Bushveld Vametco Limited               0.00%             7.34% 
                              -----------------  ---------------- 
   Hong Kong Hao Yuan 
    Sheng Trading Company 
    Limited (known as 
    Baojia)                               0.00%             4.41% 
                              -----------------  ---------------- 
 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) Interim Unaudited Historical Financial Information for 
  Avalon prepared to 30 June 2019 
  (iii) 30 June 2020 (2019 annual accounts), 30 September 2020 
  (2020 half-yearly report) and 30 June 2021 (2020 annual accounts) 
 EXPECTED ADMISSION DATE: 
 2 April 2020 
 NAME AND ADDRESS OF NOMINATED ADVISER: 
 Investec Bank plc 
  30 Gresham Street 
  London 
  EC2V 7QP 
 NAME AND ADDRESS OF BROKER: 
 Investec Bank plc 
  30 Gresham Street 
  London 
  EC2V 7QP 
 
  VSA Capital Limited 
  New Liverpool House 
  15-17 Eldon Street 
  London 
  EC2M 7LD 
 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 contains full details about redT energy 
  plc (to be renamed Invinity Energy Systems plc) and the admission 
  of its issued share capital to trading on AIM and is available 
  from the Company's website at www.redtenergy.com 
 THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO 
  APPLY 
 QCA Corporate Governance Code 
 DATE OF NOTIFICATION: 
 18 March 2020 
 NEW/ UPDATE: 
 New 
 

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March 18, 2020 12:00 ET (16:00 GMT)