The information contained within this announcement
is deemed by the Company to
constitute inside information stipulated under the
Market Abuse Regulation (EU) No. 596/2014 as it forms part
of UK domestic law by virtue of the European
Union (Withdrawal) Act 2018. Upon the publication of
this announcement via
the Regulatory Information Service,
this inside information is now considered to be in
the public domain.
Hydrogen Utopia International
PLC
(the
"Company" or
"HUI")
Proposed Transformational
Acquisition
Hydrogen Utopia International PLC, a
company specialising in turning non-recyclable mixed waste plastic
into hydrogen and other carbon-free fuels, new materials or
distributed renewable heat, is pleased to announce that heads of
terms have been signed for the acquisition of the entire issued
share capital of a substantial and profitable international
bio-energy company involved in the production and business of
biofuels and its bi-products ("Target"), with revenues in excess of
EUR 365m and profits before taxes in excess of EUR 40m according to
the latest unaudited consolidated accounts to 31 December 2022
("Proposed Acquisition").
It is the Board's current
understanding that the Target owns land in Europe with
substantially all permits and authorisations required for the
rollout of a waste plastic to hydrogen facility ("HUI Facility")
and it will be a condition of the Proposed Acquisition that the
land be made available to HUI on completion together with funds to
prove the concept of a HUI Facility at a commercial
scale.
The Target owns a number of
operational plants in different jurisdictions, providing an
opportunity to enlarge HUI's current international project
pipeline.
The Board believes the Proposed
Acquisition to be a strong strategic fit in line with HUI's
objectives and to offer a transformational value-creating
opportunity for HUI shareholders.
The price for the Target will be
approximately £500m subject to due diligence and an independent
valuation and will be satisfied in part by the issue of new
ordinary shares in HUI to the Target's shareholders in exchange for
the entire issued share capital of the Target. Subject to due
diligence, the value of the new HUI ordinary shares will be £0.09.
In addition, the parties will agree a
structure whereby existing HUI shareholders will each receive at
completion 3p cash for every share in HUI that they
hold.
In the event that the technology
used by HUI within three years of the date of the first hydrogen
facility site being "shovel ready" ("First Site Date") meets
criteria to be agreed between the parties ("Criteria Satisfaction
Date"), each HUI shareholder as at the date of the Criteria
Satisfaction Date, shall receive an additional 2 ordinary shares in
the re-admitted company for each share held on the Criteria
Satisfaction Date.
The parties have agreed to a mutual
termination fee of £200,000 should either party withdraw from the
Proposed Acquisition in the next 4 months without good reason
arising from the due diligence process.
The Proposed Transaction is subject
to satisfactory due diligence, fulfilment of certain conditions and
the execution of a legally binding share purchase agreement and
shareholder agreement. The Proposed
Acquisition is further subject to, amongst other things,
any third party, regulatory approvals for the
Proposed Transaction including in particular pursuant to the
Listing Rules and the Prospectus Rules. The
Proposed Acquisition will also be conditional on the approval of a
waiver of Rule 9 ("Rule 9 Waiver") of the City Code on Takeovers
& Mergers by the Panel on Takeovers & Mergers ("Panel") and
the independent shareholders of HUI, voting on a poll, in a general
meeting. To obtain approval from the Panel, HUI is required to
submit a draft shareholder circular to the Panel containing all
information required by the Panel in relation to the Rule 9
Waiver.
The Proposed Acquisition constitutes
a reverse takeover for the purposes of the Listing Rules with the
intention that HUI applies to retain its listing on the Standard
Segment of the London Stock Exchange on completion. HUI will seek
shareholder approval and re-admission of its ordinary shares and
admission of its new ordinary shares upon completion to the
standard listing segment of the Official List of the Financial
Conduct Authority and to trading on the main market for listed
securities of the London Stock Exchange. HUI will, in due course,
convene a general meeting to seek approval of the Proposed
Acquisition and publish a prospectus.
There can be no guarantee at this
stage that the Proposed Acquisition will complete nor as to the
final terms of the Proposed Acquisition.
The Company will make further
announcements in due course, as appropriate.
Aleksandra Binkowska, CEO of Hydrogen Utopia International
PLC, commented: "I have explored
numerous potential opportunities for the roll out of a waste
plastic to hydrogen facility over the last 3 years. I am
delighted to announce that my search has now been successful. HUI
is to become part of a larger, international bio-fuels specialist,
whose mission is aligned with HUI's. These heads of terms mark
the beginning of a journey to build the first plastic waste to
hydrogen facility in the world and will enable HUI to deliver
on its promise to shareholders."
For further information, please
contact:
Hydrogen Utopia International PLC
Aleksandra
Binkowska
+44 20 3811
8770
Alfred Henry Corporate Finance Limited (LSE Corporate
Adviser)
Nick Michaels/Maya Klein
Wassink
+44 20 3772
0021
Novum Securities Limited (Broker)
Jon Belliss/Colin
Rowbury
+44 20 7399 9400
About Hydrogen Utopia International PLC
HUI aims to become one of the
leading new European companies specialising in turning
non-recyclable mixed waste plastic into hydrogen and other carbon-free fuels,
new materials or distributed renewable heat.
A HUI facility uses non-recyclable
mixed waste plastic as feedstock and turns it into syngas from
which new products and energy can be produced. HUI anticipates that
its revenues will be derived from a variety of sources, dependent
upon location and configuration of the HUI facilities, including
the sale of syngas, hydrogen and other gases, electricity and heat
sales, and the payment to it of fees for a given quantity of
non-recyclable mixed waste plastic received at a HUI
facility.
HUI will target areas where there is
significant private sector interest or potential, financial backing
is accessible and or where substantial EU and/or government funded
sources of grants and loans are or may be available. The global
increase in fossil fuel-based energy prices reinforces the need for
alternative, price competitive energy sources, which
HUI's business model can provide.