AIM Schedule One - Atlantis Resources Limited (8704O)
22 Mai 2018 - 12:44PM
UK Regulatory
TIDMARL
RNS Number : 8704O
AIM
22 May 2018
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:
Atlantis Resources Limited (to be renamed SIMEC Atlantis Energy
Limited) (the "Company")
COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY
TRADING ADDRESS (INCLUDING POSTCODES) :
Registered Office:
80 Raffles Place
Level 36
Republic of Singapore
048624
Trading Address:
4(th) Floor
Edinburgh Quay 2
139 Fountainbridge
Edinburgh
EH3 9QG
COUNTRY OF INCORPORATION:
Republic of Singapore
COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED
BY AIM RULE 26:
www.atlantisresourcesltd.com
www.simecatlantis.com*
*from date of admission
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:
Atlantis Resources Limited has conditionally agreed to acquire
SIMEC Uskmouth Power Limited ("SUP") from SIMEC UK Energy Holdings
Limited ("SIMEC") (the "Acquisition").
The proposed acquisition constitutes a reverse take-over under
Rule 14 of the AIM Rules for Companies and the Company is therefore
seeking re-admission of its securities to trading on AIM ("Re-admission").
The Acquisition will become effective upon Re-admission, and
the Company will change its name to SIMEC Atlantis Energy Limited.
SUP is the owner of the 393MW Uskmouth power station in Newport,
South Wales (the "Power Station"). It is proposed that, following
the Acquisition, 220MW of capacity at the power station will
be converted by the Company to use a waste derived energy pellet
as the fuel source for power generation.
The value of the Power Station is supported by a value-enhancing
contractual structure.
SUP has agreed to enter into two power purchase agreements:
1. Route-to-market PPA
This power purchase agreement has been entered into with Marble
Power Limited, a GFG Alliance company, pursuant to which a
majority of the Power Station's power generation is proposed
to be sold following conversion of the Power Station.
2. Fixed Price PPA
This power purchase agreement has been entered into with a
newly incorporated joint venture company ("JV") pursuant to
which the Power Station is proposed to supply up to 15MW of
electricity to a fuel processing facility to be constructed
on a site adjacent to the Power Station. The JV has been incorporated
by a GFG Alliance company and N+P Group B.V.
In addition, SUP has entered into a fixed price fuel supply
agreement with the JV which will supply all of the Power Station's
fuel requirements after its conversion. The JV proposes to
construct three fuel processing facilities where the waste
derived pellets for burning in the power station will be produced.
The combination of Atlantis' tidal technology and portfolio,
together with SUP, will form a diversified renewable energy
group with a portfolio of tidal energy assets and opportunities,
including an approximate 77 per cent. stake in the MeyGen tidal
project.
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):
366,198,946 ordinary shares of no par value at an issue price
of 35 pence per share.
No shares are held in treasury.
The shares are freely transferable and have no restrictions
placed upon them.
CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING)
AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:
Capital to be raised: GBP20 million
Anticipated market capitalisation: GBP128.2 million
PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:
50.42 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):
John Mitchell Neill (Non-Executive Chairman)
Timothy James Cornelius (Chief Executive Officer)
Ian Anthony Macdonald (Non-Executive Director)
John Anthony Clifford Woodley (Non-Executive Director)
Andrew Luke Dagley (Chief Financial Officer)
Mark Edward Monckton Elborne (Non-Executive Director appointed
by SIMEC)
George Jay Hambro (Non-Executive Director appointed by SIMEC)
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):
Before admission After admission
SIMEC UK Energy Holdings Limited 0.00% 49.99%
----------------- ----------------
Morgan Stanley Renewables Development
I (Cayman) Limited 26.20% 9.01%
----------------- ----------------
Henderson Global Investors
Limited 11.87% 5.64%
----------------- ----------------
Miton Asset Management Limited 9.34% 5.01%
----------------- ----------------
APMS Investment Fund Limited 0.00% 3.75%
----------------- ----------------
Herald Investment Management
Limited 4.56% 3.13%
----------------- ----------------
Siemens AG 7.87% 2.71%
----------------- ----------------
Armstrong World Industries
HK Limited 3.97% 1.36%
----------------- ----------------
Minnow Holdings Pty Limited 3.42% 1.18%
----------------- ----------------
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) Information for SUP prepared to 30 September 2017
(iii) 30 June 2018, 30 September 2018 (interim results to 30
June 2018 for the Company and full year results to 31 March
2018 for SUP), 30 June 2019
EXPECTED ADMISSION DATE:
15 June 2018
NAME AND ADDRESS OF NOMINATED ADVISER:
Cantor Fitzgerald Europe
One Churchill Place
London
E14 5RB
NAME AND ADDRESS OF BROKER:
Cantor Fitzgerald Europe
One Churchill Place
London
E14 5RB
Macquarie Capital (Europe) Limited
Ropemaker Place
28 Ropemaker Street
London
EC2Y 9HD
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 will contain full details about SIMEC
Atlantis Energy Limited and the admission of its issued share
capital to trading on AIM and will be available from the Company's
website at www.atlantisresourcesltd.com and, following admission,
www.simecatlantis.com.
THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO
APPLY
The Quoted Companies Alliance Corporate Governance Code
DATE OF NOTIFICATION:
22 May 2018
NEW/ UPDATE:
NEW
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END
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