9 July 2020
Oracle Power PLC
("Oracle" or the "Company")
£1.5m Subscription &
£45.0m Financing Facility
Oracle Power PLC (AIM:ORCP) is pleased to announce it has entered into a financing facility comprising a share subscription deed for new ordinary shares of 0.1 pence each in the Company ("Ordinary Shares") raising £1,500,000 before costs (the "Share Subscription") and a linked placing subscription facility for a commitment amount of up to £45,000,000 (together the "Financing Facility"), subject to various conditions, together with the issue of certain warrants over Ordinary Shares. The facility was arranged by Riverfort Global Capital Ltd ("Riverfort") with certain investors, being YA II PN, Ltd and Riverfort Global Opportunities PCC Limited (together the "Investors", each an "Investor").
· Total Financing Facility of up to £46,500,000:
o £1,500,000 (gross) through a share subscription deed (the "Subscription Deed"); and
o Up to £45,000,000 placing subscription facility (the "PSF"), subject to various conditions, available over 60 months to support future project expenditures
· Share Subscription of £1,500,000, which alongside funds received from recent exercises of warrants, will be used to strengthen the working capital position of Oracle
o Company funded for working capital costs until January 2022
· PSF increases Oracle's funding flexibility as current commercial activities at Thar Block VI continue and provides access to scalable capital to support project development
· The Directors believe that the availability of the PSF should put Oracle in strong negotiating positions with potential additional opportunities to develop power and natural resource projects
Naheed Memon, CEO of Oracle, commented:
"We believe that the execution of a funding facility with the Investors arranged by Riverfort on such a scale should prove to be a crucial element in unlocking the potential for Oracle's long term growth. We continue to strive to expedite progress at the Thar Block VI Project in Pakistan and are committed to achieving project milestones in as short a timeframe as practicable. In parallel with this, the Board remains aware of additional potential compelling opportunities, with the potential for a quick turnaround, to which we believe we can apply our experience and ability to develop lucrative power and natural resource projects.
"We welcome the new investment in the Company and consider it to reinforce the confidence in the quality of Oracle's existing interests and growth strategy and deliver high returns for all stakeholders."
Principal Elements of the Financing Facility
1) The Subscription Deed
Pursuant to the Subscription Deed, the Company will receive from the Investors a payment of £1,500,000 (less certain costs), which is expected to be received shortly.
The investment under the Subscription Deed will be made by the Investors by way of prepayment for new Ordinary Shares to be issued, at the Investors request, in single or multiple tranches, in the period of 18 months of the date of the investment, such period can be extended solely at the written election of the Investors. There will be no prepayment share issuances until one month from the execution of the Financing Facility.
The number of new Ordinary Shares to be issued as a result of the Subscription Deed will be determined by dividing the initial subscription amount, being £1,500,000 (the "Initial Subscription Amount") (or that part of the Initial Subscription Amount in relation to which the shares are being issued) by the lower of (i) 125% of the average of the 5 days VWAP prior to the advance of the Initial Subscription Amount (being 1.1324 pence) or (ii) 90% of the lowest daily VWAP in respect of Ordinary shares during the 10 trading days immediately preceding the date of written election.
2) The PSF
The Investors have agreed to subscribe for up to £45,000,000 (the "Commitment Amount") in respect of new Ordinary Shares in the Company. The PSF will be available to the Company for 60 months from the execution of the Financing Facility.
The number and timing of subscriptions under the Commitment Amount ("Subscription") are at the sole discretion of Oracle, provided that the Company shall not be entitled to request more than one Subscription every fifteen days. There is no minimum subscription amount, the Company is not obliged to request one or more Subscriptions and there are no penalties for not requesting a Subscription.
The Company is required to request any Subscription in writing specifying the cash amount (each a "Subscription Amount") which the Company wishes to receive in exchange for new Ordinary Shares. The Subscription Amount shall not (unless the Investors agree otherwise) exceed any of the following (each a "limitation"):
i. 1,000% of the average daily traded volume on AIM of the 15 trading day period preceding the request for the Subscription
ii. Such amount that results in the Investors holding, in aggregate, more than 19.9% of the issued share capital of the Company
iii. Such amount that would exceed regulatory restrictions required by the articles of association of the Company or by resolution at a general meeting of the Company
The Subscription Amount shall be reduced to the extent necessary to ensure that it does not exceed any of the limitations. The Company and the Investors may mutually agree to a Subscription in excess of the above limitations and agree a different length of pricing period.
In relation to each Subscription Amount, Oracle shall set a minimum acceptable price ("MAP") at which it is willing to issue new Ordinary Shares to the Investors, but which cannot be greater than 100% of the volume weighted average price ("VWAP") of the Company's Ordinary Shares on the trading day prior to the request.
The pricing of the Subscription Amount is to be calculated based on 90% of average of the daily closing bid prices (but not less than the MAP) of the Company's Ordinary Shares during the fifteen consecutive trading days ('Pricing Period') beginning on the first trading day after the date of the request of the Subscription Amount ('Subscription Price'). The Investors may extend the Pricing Period up to a total of thirty trading days and may subscribe for between 50% and 200% of the offered shares.
The Subscription Amount shall be automatically reduced if during a Pricing Period there are one of more days where the VWAP is less than the MAP, there is no VWAP on any such trading day or where 90 per cent. VWAP on any such trading day is less than the nominal value of the Ordinary Shares (any such day being a "Reduction Day"). In such circumstances the Subscription Amount shall be reduced (on a percentage basis) by an amount equal to 1 divided by the number of trading days in the relevant Pricing Period multiplied by the number of Reduction Days. An Investor may, at its sole election, subscribe for amount by which a Subscription Amount has been reduced.
The Investors will not be restricted from selling some or all of the Ordinary Shares they hold. However during any Pricing Period the Investors will not sell Ordinary Shares representing more than 1/15th of the Subscription Amount requested.
The Company will pay a commission equal to circa 0.22% (£100,000) of the Commitment Amount on the earlier of the date falling 12 months from the closing of the Financing Facility or on a change of control of the Company. At the election of the Investors, the commission can be set off against any Subscription Amount (subject to a cap of 15% of any single Subscription Amount).
The PSF and the ability of the Company to request further Subscriptions is subject to certain customary conditions including there being no material adverse change in relation to the Company. In addition, there are customary events of default for a financing agreement of this nature, as well as customary representations and warranties for a financing arrangement of this nature.
Restrictions agreed by the Company
For the duration of the Subscription Deed, the Company has agreed not to undertake certain actions without the Investors written approval (e.g. to change the nature of its business or to enter into convertible or variable equity financing arrangements with another lender).
Further, so long as there are amounts outstanding to the Investors under the Subscription Deed, the Company has given certain customary undertakings in respect of its share capital, including not to modify the rights attaching to Ordinary Shares or to reduce its share capital and to ensure that the Company retains sufficient share allotment authorities at all times.
Restrictions agreed by the Investors
Notwithstanding limitation ii. above, the Investors, both individually and together, are contractually precluded from holding an interest in Ordinary Shares carrying 20% or more of the voting rights of the Company. In the circumstances whereby the Investor(s) are prevented, by this restriction, from receiving new Ordinary Shares pursuant to a Subscription, the Company will have 15 trading days to deliver the balance of the shares, otherwise the Company will settle the relevant balance in cash.
The Investors and affiliates are contractually precluded from holding a net short-position in the Ordinary Shares or, in respect of the Investors, undertaking certain other prohibited activities in relation to the Ordinary Shares.
The Investors have been issued 250,000,000 warrants in aggregate ("Warrants") to subscribe for Ordinary Shares exercisable at a price of 2 pence each. The Warrants are exercisable within 36 months of the date of issue. On the 12-month anniversary of the issue of warrants, if the market price is less than 2 pence, the exercise price will be adjusted to 120% of the prevailing market price at the time.
Application will be made to the London Stock Exchange for future Ordinary Shares issued and allotted under the Financing Facility or on the exercise of Warrants to be admitted to trading on AIM. Such Ordinary Shares will only be issued to the extent that the Company has corporate authority to do so.
For further information please contact:
Oracle Power PLC
+44 (0) 203 580 4314
Strand Hanson Limited (Nominated Adviser)
Rory Murphy, James Harris, Jack Botros
+44 (0) 20 7409 3494
Brandon Hill Capital Limited (Joint Broker)
+44 (0) 203 463 5000
Shard Capital (Joint Broker)
St Brides Partners Limited (Financial PR)
+44 (0) 20 7186 9952
+44 (0) 20 7236 1177
The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014.