TIDMPPG
RNS Number : 5565B
Plutus PowerGen PLC
11 June 2021
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Regulation 11 of the Market Abuse (Amendment) (EU Exit)
Regulations 2019/310 ("MAR"). With the publication of this
announcement via a Regulatory Information Service, this inside
information is now considered to be in the public domain.
11 June 2021
Plutus PowerGen plc
("Plutus" or the "Company")
Proposed Reverse Takeover of Ben's Creek Carbon LLC
and suspension of trading of the Company's shares on AIM
Plutus PowerGen plc (AIM: PPG), an AIM Rule 15 cash shell, is
pleased to announce that it has entered into a non-binding Heads of
Agreement ("HOA") with MBU Capital Group Limited ("MBU Capital") as
a result of which, subject to, amongst other matters, the execution
of a sale and purchase agreement (the "SPA"), Plutus would acquire
the membership interests of Ben's Creek Carbon LLC (the "Target" or
"Ben's Creek") (the "Proposed Transaction").
The Proposed Transaction will be classified as a reverse
takeover pursuant to the AIM Rules for Companies and the Company's
shares will be suspended from trading on AIM as of 07:30 a.m.
today.
Completion of the Proposed Transaction is subject to certain
matters including:
i) satisfactory completion of the necessary due diligence;
ii) the completion of the SPA;
iii) approval by Plutus' shareholders, at a general meeting to
be convened in due course ("General Meeting"), of the Proposed
Transaction;
iv) the raising of an appropriate amount of new equity funds (the "Placing");
v) the grant of a Rule 9 waiver by the UK Takeover Panel (the
"Rule 9 Waiver") in respect of the proposed issue of new shares to
MBU Capital; and
vi) admission of the enlarged group's shares to trading on AIM.
It is proposed that the consideration for the proposed
acquisition is to be satisfied entirely via the issue of new
ordinary shares in the Company (the "Consideration Shares") to MBU
Capital. It is anticipated that upon completion of the Proposed
Transaction, MBU Capital will be the majority shareholder of the
enlarged group. It is also intended that the Company will carry out
an appropriate share consolidation and subdivision and that Plutus
will change its name to Ben's Creek plc.
In order to convene the General Meeting, the Company is required
to publish an AIM Admission Document which will detail, inter alia,
the terms of the Proposed Transaction. As part of the AIM Admission
Document, a competent person's report will be prepared in respect
of assets of Target. It is currently expected that should the
Proposed Transaction proceed, the AIM Admission Document will be
published during Q3 2021.
At this stage, there can be no guarantee that the Proposed
Transaction will complete nor as to the final terms of the Proposed
Transaction.
Information on Ben's Creek
Ben's Creek is a 10,000 acre site located in the Central
Appalachian Basin, West Virginia, USA. The Ben's Creek mine has
historically produced metallurgical coal, of which it has
commercial quantity reserves. Ben's Creek has deep well mines which
are operationally ready and the Target has direct access to
domestic markets through the Norfolk Southern rail network and to
export markets through the Lambert's Point Export Terminal in
Norfolk, Virginia. Ben's Creek has a long history of supplying
Hi-Vol B+ metallurgical coal to US and international customers.
MBU Capital exchanged on the acquisition of Ben's Creek in
November 2020 and this acquisition was completed, following receipt
of regulatory approvals, in April 2021. MBU Capital acquired Ben's
Creek from a bank who deemed the asset to be non-core and as a
result the mine has been mothballed. Since taking over the
ownership of Ben's Creek, MBU Capital have taken steps, working
with the management team of Ben's Creek, to move the mine back into
production later in 2021.
Board composition
On completion of the Proposed Transaction, it is proposed that a
new Chief Executive Officer, new Chief Financial Officer and two
new independent non-executive directors (one of whom will assume
the role of Chairman) will join the board of the enlarged group.
The current directors of the Company, with the exception of James
Longley who will remain in the capacity as a non-executive
director, will resign from the board.
AIM Rule 15 Cash Shell status
As stated in the announcement of 10 December 2020, the Company
was classified as an AIM Rule 15 cash shell at that date and as
such was required to make an acquisition or acquisitions which
would constitute a reverse takeover under AIM Rule 14 ("Reverse
Takeover") or be re-admitted to trading on AIM as an investing
company under the AIM Rules, on or before the date falling six
months from 10 December 2020.
As neither a Reverse Takeover nor readmission to trading on AIM
as an investing company under the AIM Rules have been completed,
trading in the Company's ordinary shares on AIM will be suspended
from trading on AIM as of 07:30 a.m. today .
If no such transaction is completed within six months the
Company's shares will be cancelled from trading on AIM pursuant to
AIM Rule 41. There can be no assurance that the Company will be
able to complete the Proposed Transaction or any other reverse
takeover during the six month suspension period.
For more information please contact:
Plutus PowerGen PLC Tel: +44 (0) 20 8720 6562
Charles Tatnall, Executive Chairman
James Longley, Interim CEO and Finance
Director
Allenby Capital Limited ( Nominated Adviser Tel: +44 (0)20 3328 5656
and Joint Broker)
Nick Athanas
Nick Naylor
George Payne
Tel: +44 (0) 20 3700 2492
Pello Capital Limited (Joint Broker)
Mark Treharne
Turner Pope Investments (TPI) Limited Tel: +44 ( 0) 20 3657
(Joint Broker) 0050
Andy Thacker
St Brides Partners Limited (Financial Tel: +44 (0)20 7236 1177
PR)
Isabel de Salis
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END
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