Placing and Trading Update

RNS Number : 7110V

Atlantis Resources Limited

20 April 2016

 

THIS ANNOUNCEMENT, AND THE INFORMATION CONTAINED HEREIN, IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.

20 April 2016

Atlantis Resources Limited

Placing and Trading Update

Atlantis Resources Limited (AIM: ARL, "Atlantis", or the "Company"), a recognised global leader in the tidal power sector, has raised approximately £6.5 million before expenses through the conditional placing ("Placing") of 11,888,460 new ordinary shares (the "Placing Shares") at a placing price of 55 pence per share.

Highlights

·   Placing of approximately £6.5 million before expenses at 55 pence per share.

·   Proceeds will be used to fund project development activities across the Atlantis project portfolio and working capital.

Trading Update

The Company will announce its annual results for the year to 31 December 2015 on or before 31 May 2016. 

Tim Cornelius, CEO of Atlantis, commented:

"Through this successful placing both existing and new shareholders have demonstrated their support for Atlantis, our recent achievements and our ambitions for the future - both in the immediate and longer term.  We look forward to working with our partners to further the development of the tidal stream industry in the UK and beyond."

Enquiries:

Atlantis Resources Tim Cornelius, Chief Executive Officer Simon Counsell, Chief Financial Officer	via FTI Consulting
Peel Hunt LLP (Nominated Adviser and Broker) Daniel Harris Jock Maxwell Macdonald Euan Brown	[phone]
Macquarie Capital Europe Limited (Joint Bookrunner) Nick Stamp Fergus Marcroft	[phone]
FTI Consulting Ben Brewerton Alex Beagley Stephanie Blott James Styles	[phone]

Introduction

The Company has raised approximately £6.5 million (before expenses) by way of a conditional placing of 11,888,460 new ordinary shares of no par value at a price of 55 pence per share (the "Placing Price").

The Placing Price represents a discount of approximately 20.3 per cent. to the closing mid-market share price of 69.0 pence per ordinary share on 19 April 2016 (the latest practicable date prior to the date of this announcement), and a premium of approximately 4.5 per cent. to the Company's average volume weighted share price of 52.5 pence for the 30 trading days ended 19 April 2016 (being the last business day prior to the date of this announcement). The Placing Shares will represent approximately 11.3 per cent. of the issued share capital of the Company prior to the issue of the Placing Shares.

Background to and reasons for the Placing

In the last 12 months Atlantis has continued to build momentum, completing the acquisition of Marine Current Turbines Limited from Siemens AG in July 2015 and reaching agreement, subject to satisfaction of conditions precedent, for DEME Concessions NV and ScottishPower Renewables (UK) Limited ("SPR") to join Atlantis as shareholders in Tidal Power Scotland Limited, the Company's subsidiary.  The Company's Scottish portfolio now includes, subject to completion of the SPR transaction, five project sites with an aggregate potential capacity of almost 640MW and awarded grant funding of over £40 million from the UK and Europe.  Atlantis is now focused on achieving financial close for its most developed projects, aided by its recent partnership agreement with Equitix Limited.

Phase 1A of the 398MW MeyGen project is expected to produce first power in H2 2016, paving the way for the build out of further capacity.  Phase 1B will add a further 6MW of capacity, followed by 74MW of capacity in Phase 1C bringing the aggregate installed capacity at the site to 86MW.  Grid connection agreements and consents are already in place for this build out, and Phase 1B has €17 million of grant funding attached.  The proceeds of the Placing are intended to be used to assist in bringing Phase 1B to financial close and to accelerate development of Phase 1C to achieve financial close in 2017. 

The proceeds are also intended to be applied to assist in achieving financial close for the Sound of Islay project on the west coast of Scotland.  This 10MW project has a grid agreement and consents in place, and €21 million of grant funding awarded through the European NER300 programme.

Proceeds will also be used to meet the general working capital requirements of the Atlantis group.

Details of the Placing

The Company has, conditional on admission of the Placing Shares ("Admission"), raised approximately £6.5 million before expenses by means of the Placing.

Peel Hunt LLP ("Peel Hunt") and Macquarie Capital (Europe) Limited ("Macquarie"), as agents for the Company, have conditionally placed 11,888,460 new ordinary shares with investors at a price of 55 pence per Placing Share on the terms set out in a placing agreement entered into between the Company, Peel Hunt and Macquarie (the "Placing Agreement").  The Placing is conditional, inter alia, upon the Placing Agreement becoming unconditional in all respects and Admission occurring on or before 25 April 2016 or such later date as is agreed in writing between the Company, Peel Hunt and Macquarie, but in any event not later than 8.00 a.m. on 6 May 2016.

The Placing Shares will, following Admission, rank pari passu with the existing issued ordinary shares and will have the right to receive all dividends and other distributions declared, made or paid in respect of the issued ordinary share capital of the Company following Admission.

Application has been made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM. The Placing Shares are expected to be admitted to AIM and commence trading at 8.00 a.m. on 25 April 2016.

Trading Update

Atlantis is in the process of finalising its financial statements for the year ended 31 December 2015 and will be releasing its annual report on or before 31 May 2016.

Whilst the financial statements have not yet been signed off by the Company's auditors, the draft financial statements show a profit for the year to 31 December 2015 of S$5.1m (£2.7m).  The profit is driven by an accounting gain on the acquisition of Marine Current Turbines Limited from Siemens AG in July 2015.

The consolidated cash position of the group at 31 December 2015 was S$25.9m (£13.6m) of which S$16.5m (£8.7m) was held by MeyGen, and S$3.1m (£1.6m) was restricted cash.

Atlantis has a number of opportunities to generate additional working capital in the event that it is required including, in particular, through syndication of equity in its project portfolio, and is highly confident that its requirements will be met from these sources.  However, in the unlikely event that none, or a limited number, of these opportunities is realised it is possible that the Company may be required to seek alternative funding which may include in due course a further equity fundraising on AIM.  Alternatively, it may need to reduce investment in elements of its business which may affect the investment case.

About Atlantis (www.atlantisresourcesltd.com)

Atlantis Resources Limited is a vertically integrated turbine supplier and project developer in the tidal power industry. The Atlantis group holds equity positions in a diverse portfolio of tidal stream development projects, which includes a stake of 85% in MeyGen Limited, the company developing the MeyGen project in Scotland. The MeyGen project is the largest consented tidal stream power project in Europe, and is scheduled to commence generation in H2 2016.

Alongside its project development interests, Atlantis owns a portfolio of patents and patent applications relating to tidal power generation and sells tidal generation equipment and engineering services to third party developers as well as its own projects.  The Atlantis group, which is revenue generating, also conducts industrial research and development and provides specialist consulting services globally.

IMPORTANT NOTICE

The information contained in this announcement is restricted and unless an available exemption applies is not for release, publication or distribution, directly or indirectly, in whole or in part, in, into or from the United States (including its territories and possessions, any state of the United States and the District of Columbia, collectively the "United States") Australia, Canada, Japan or South Africa or any jurisdiction in which the same would be unlawful. This announcement is for information purposes only, does not constitute a recommendation regarding the Placing and does not constitute an offer or invitation to sell or issue or the solicitation of an offer to buy, acquire or subscribe for any shares in the capital of the Company.  In particular, this announcement does not constitute an offer or invitation to sell or issue or the solicitation of an offer to buy, acquire or subscribe for any shares in the capital of the Company in the United States, Australia, Canada, Japan or South Africa or any other jurisdiction where such offer or solicitation may be unlawful or require preparation of any prospectus or other offer documentation or would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction.  Any failure to comply with the restrictions set out in this important notice may constitute a violation of the securities laws of such jurisdictions.  

The securities referred to herein may not unless an available exemption applies be offered or sold in the United States, Canada, Japan, South Africa or Australia or to, or for the account or benefit of any national resident or citizen of the United States, Canada, Japan, South Africa or Australia.  The Placing Shares have not been and will not be registered under the United States Securities Act of 1933, as amended ("Securities Act") or the securities laws of any other jurisdiction of the United States, and may not be offered, sold or transferred, directly or indirectly, in the United States absent registration under the Securities Act except pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the securities laws of any other jurisdiction of the United States. No public offering of the shares referred to in this announcement is being made in the United States, the United Kingdom or any other jurisdiction.

The distribution of this announcement and the offering of the Placing Shares in certain jurisdictions may be restricted by law.  No action has been taken by the Company, Peel Hunt or Macquarie that would permit an offering of such shares or possession or distribution of this announcement or any other offering or publicity materials relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Company, Peel Hunt and Macquarie to inform themselves about, and to observe, such restrictions.

The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission (the "SEC"), any state securities commission in the United States or any other US regulatory authority , nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States.

The relevant clearances have not been, and nor will they be, obtained from the securities commission of any province or territory of Canada, no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission, the Japanese Ministry of Finance or the South African Financial Services Board and the Placing Shares have not been, and nor will they be, registered under or offered (save to the extent an available extension applies) in compliance with the securities laws of any state, province or territory of Canada, Japan, Australia or South Africa.  Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into the United States, Canada, Australia, South Africa or Japan or any other jurisdiction outside the United Kingdom.

The information in this announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction, or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions. Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this announcement should seek appropriate advice before taking any action. 

This announcement does not constitute, and the Company is not making, an offer to the public of transferable securities within the meaning of sections 85 and 102B of the Financial Services and Markets Act 2000.  This announcement is therefore not an approved prospectus for the purposes of section 85 of FSMA, and has not been prepared in accordance with the prospectus rules of the Financial Conduct Authority ("FCA") and as such neither its contents nor its issue have been approved by the FCA or by an authority which would be a competent authority for the purposes of any legislation that implements the Prospectus Directive.

This announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's current expectations and projections about future events. These statements, which sometimes use words such as "aim", "anticipate", "believe", "intend", "plan", "estimate", "expect" and words of similar meaning, reflect the directors' beliefs and expectations and involve a number of risks, uncertainties and assumptions that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement. Statements contained in this announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The information contained in this announcement is subject to change without notice and, except as required by applicable law, the Company does not assume any responsibility or obligation to update publicly or review any of the forward-looking statements contained herein. Investors should not place undue reliance on forward-looking statements, which speak only as of the date of this announcement. No statement in this announcement is or is intended to be a profit forecast or profit estimate or to imply that the earnings of the Company for the current or future financial years will necessarily match or exceed the historical or published earnings of the Company. The price of shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the shares.  Past performance is no guide to future performance and persons who require advice should consult an independent financial advisor.

Peel Hunt, which is authorised and regulated in the United Kingdom by the FCA, is the Company's Nominated Adviser. The responsibilities of Peel Hunt, as Nominated Adviser under the AIM Rules and the AIM Rules for Nominated Advisers, are owed solely to the London Stock Exchange and are not owed to the Company, any Shareholder or any Director of the Company or to any other person in respect of his or her decision to acquire Placing Shares.  Peel Hunt is acting exclusively for the Company and for no one else in relation to the Placing and Admission and will not be responsible to any person other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing, Admission or otherwise.

Macquarie is authorised and regulated in the United Kingdom by the FCA. Macquarie is acting exclusively for the Company and no-one else in connection with the Placing. Macquarie does not regard any other person as its client in relation to the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, nor for providing advice in relation to the Placing, the contents of this announcement or any transaction, arrangement or other matter referred to herein. 

No representation or warranty, express or implied, is or will be made by or on behalf of Peel Hunt or Macquarie, and no responsibility or liability is or will be accepted by Peel Hunt or Macquarie or any of their respective affiliates, as to the accuracy, completeness or verification of the information set out in this announcement, and nothing contained in this announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or the future.  Peel Hunt, Macquarie and their respective affiliates accordingly disclaim, to the fullest extent permitted by law, all and any liability whether arising in tort, contract or otherwise which they might otherwise have in respect of this announcement.

The Placing Shares will not be admitted to trading on any stock exchange other than the AIM market of the London Stock Exchange.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this announcement.

This announcement has been prepared for the purposes of complying with applicable law and regulation in the United Kingdom and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside the United Kingdom.

 

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