SIMEC Atlantis Energy Limited Acquisition of Green Highland Renewables Update (7408D)

TIDMSAE

RNS Number : 7408D

SIMEC Atlantis Energy Limited

28 June 2019

The information contained in this announcement is inside information under the Market Abuse Regulation (EU) No 596 / 2014. The person responsible for arranging the release of this announcement on behalf of SIMEC Atlantis Energy Limited is Tim Cornelius, Chief Executive Officer of SIMEC Atlantis Energy Limited.

28 June 2019

SIMEC ATLANTIS ENERGY LIMITED

("Atlantis" or the "Company" ")

Update on the proposed acquisition of Green Highland Renewables

Atlantis provides the following update to the announcement made on 18 June 2019 regarding its conditional sale and purchase agreement ("SPA") to acquire Green Highland Renewables ("GHR") from the SIMEC group.

As announced on 18 June, the Company is considering an alternative transaction structure in relation to GHR. Atlantis now has agreed to release the SIMEC group from its obligations under the SPA in consideration for receipt of a payment in cash of approximately GBP5 million, pursuant to a payment agreement, (the "Payment Agreement") which will be deployed towards the delivery of its flagship 220MW Uskmouth waste-to-energy conversion project. Furthermore, SIMEC has agreed pursuant to a loan agreement made between Atlantis and SIMEC, subject to the satisfaction of certain conditions precedent, to make a GBP2 million interest free loan available to Atlantis (the "Loan Agreement"). Further information on these agreements is provided below.

Highlights

-- SIMEC has agreed to pay Atlantis the sum of GBP5.03 million in cash in order to be released from its obligations under the SPA

-- SIMEC has also agreed to make a GBP2 million interest free committed debt facility available to Atlantis

-- These additional financial resources will be deployed towards the delivery of its flagship 220MW Uskmouth waste-to-energy conversion project.

Payment and Loan Agreements

In light of the 62,878,710 new Ordinary Shares in Atlantis issued to SIMEC in March 2019 pursuant to the sale and purchase agreement ("SPA"), Atlantis has agreed pursuant to the Payment Agreement entered into on 27 June 2019 to release the SIMEC group from its obligations under the SPA in consideration for the payment in cash of approximately GBP5 million. This sum is payable by SIMEC in instalments, as and when required by Atlantis, but with the full GBP5.03 million payment due by no later than 31 December 2020.

Furthermore, SIMEC has agreed pursuant to the Loan Agreement dated 27 June 2019 made between Atlantis and SIMEC subject to the satisfaction of certain conditions precedent to make a GBP2 million interest free loan available to Atlantis. The loan term ends on 31 May 2022 at which point SIMEC can elect to be repaid in cash or Atlantis Ordinary Shares at a price of 19p per Ordinary Share. SIMEC's right to be repaid in Atlantis Ordinary Shares by conversion of the loan shall be subject to the consent of the Board of Atlantis (not to be unreasonably withheld or delayed) if such conversion would cause SIMEC's shareholding in Atlantis to exceed 49.99 per cent. of its issued share capital. The loan is subject to the satisfaction of certain conditions precedent including Atlantis having made progress on the Uskmouth conversion project and other customary conditions and draw stops for a loan of this nature.

The Payment Agreement and the Loan Agreement are both classified as related party transactions under the AIM Rules for Companies since they involve transactions with a related party of the Company, SIMEC, which is a substantial shareholder of the Company (being the Company's largest shareholder which, as at the date of this announcement, owns approximately 49.99 per cent. of the Company's issued share capital. The independent directors of Atlantis (comprising John Neill, Tim Cornelius, Andrew Dagley, John Woodley and Ian Wakelin), having consulted the Company's nominated adviser, Cantor Fitzgerald Europe, consider that the terms of each of the Payment Agreement and the Loan Agreement are fair and reasonable insofar as shareholders are concerned.

The collaboration between Atlantis and its strategic partner, SIMEC, is governed by the terms of the relationship agreement entered into between SIMEC and Atlantis in 2018.

Tim Cornelius, CEO of Atlantis, commented:

"Although not the original intention, this is an excellent outcome for Atlantis. We will end up with more near-term cash to deploy on key development projects which are intended to deliver the largest possible returns for investors.

The cash injections SIMEC is making validates its commitment to building a world leading project development company with the Atlantis management team and we are very appreciative of its continued financial, commercial and supply chain support. We are now in an even stronger financial position and look forward to building a portfolio of scale, starting with the flagship Uskmouth conversion project, one of the largest waste-to-energy projects in Europe."

Jay Hambro, CEO of SIMEC Energy and Non-Executive Director of SIMEC Atlantis, commented:

"SIMEC firmly supports SIMEC Atlantis and believes these arrangements are a win-win for all parties involved. We are delighted to provide further funding to progress the ground-breaking Uskmouth conversion project which should create material value for all shareholders. We firmly believe that this project will become a blueprint for the responsible conversion of coal fired power stations around the world."

Enquiries:

 
 SIMEC Atlantis Energy Limited                 via FTI Consulting 
 Tim Cornelius, Chief Executive Officer 
  Andrew Dagley, Chief Financial Officer 
 
 Cantor Fitzgerald Europe (Nominated 
  Adviser and Joint Broker)                   [phone] 
 Rick Thompson 
  Richard Salmond 
  David Porter 
 
 J.P. Morgan Cazenove (Joint Broker) 
  James Deal 
  Michael Wentworth Stanley                  [phone] 
 
   FTI Consulting                             [phone] 
 Ben Brewerton 
  Alex Beagley 
 

Notes to Editors

SIMEC Atlantis Energy

SIMEC Atlantis Energy is the global developer, owner and operator of sustainable energy projects with a diverse portfolio of more than 1,000 megawatts in various stages of development. This includes a 77% stake in the world's largest tidal stream power project, MeyGen, and the conversion of the 220MW Uskmouth Power Station.

In 2017, we entered into a strategic partnership with SIMEC, a member of the GFG Alliance, to convert the Uskmouth Power Plant to use an end-of-waste energy pellet as fuel. The plant is expected to enter commercial operations in 2020 and will sell its power to GFG Alliance companies under two 20-year power purchase agreements. A successful conversion will tackle the pressing issue of non-recyclable waste in the UK and will form the blue-print for other large-scale conversion projects across the globe.

We intend this to be the first of a number of acquisitions aiming to transform SIMEC Atlantis into a diversified energy company of scale, owning development and generating assets across the sustainable energy spectrum in Europe, Asia and Australia, complementing our existing UK pipeline.

www.simecatlantis.com

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June 28, 2019 02:01 ET (06:01 GMT)