Path Investments plc Proposed Transaction Update (2269A)

TIDMPATH

RNS Number : 2269A

Path Investments plc

01 February 2022

1 February 2022

Path Investments plc

("Path" or the "Company")

Proposed Transaction Update

Path Investments plc (TIDM: PATH) , is pleased to provide an update following the Company's announcements on 13 August and 31 December 2021 that the Company had entered into a conditional sale and purchase agreement (the "Agreement") to acquire the entire issued share capital of DG Innovate Ltd ("DG Innovate") (the "Proposed Transaction").

Long Stop Date Extension

As previously announced, the Proposed Transaction is subject, inter alia, to the approval of Path's independent shareholders and waiver of Rule 9 of the Takeover Code by the Takeover Panel, together with the publication of a prospectus and the application by the Company to have its enlarged share capital listed on the Standard Segment of the Official List and admitted to trading on the Main Market of the London Stock Exchange. Path and its advisers are making very good progress with the Proposed Transaction, including on the process of seeking approval of the FCA for the prospectus, and in order to allow time to conclude matters, including convening the required General Meeting of Path shareholders, it has now been agreed with DG Innovate to extend the long stop date for the satisfaction of all conditions to 31 March 2022.

Increased Secured Loan Facility

As part of the Proposed Transaction, as previously announced on 13 August and 22 September 2021, Path has provided a secured loan to DG Innovate of GBP600,000. In view of the extended long stop date, it has been agreed with DG Innovate to increase the secured loan facility by up to a further GBP450,000 (the "Increased Facility"). GBP150,000 of the Increased Facility has been provided to DG Innovate today and it may draw down a further GBP150,000 one calendar month from today's date and a further GBP150,000 two calendar months from today's date (subject to the posting of the Company's prospectus to shareholders by 28 February 2022).

Amendment to the Terms of the Proposed Transaction

As announced on 13 August 2021, Path has entered into the Agreement to acquire DG Innovate for GBP32 million to be satisfied by the issue of 5,342,051,305 Path Ordinary Shares of GBP0.001 each ("Path Shares") at an issue price of 0.6 pence per Path Share. The Agreement has now been amended to provide for further conditional deferred consideration of GBP5.373 million to be satisfied by the issue of 895,610,844 Path Shares on the first anniversary of completion should DG Innovate sign at least two multi-year supply agreements for the provision of their motor technology with certain defined customers prior to this date.

Further announcements will be made in due course, as appropriate. In the meantime, Path's shares will remain suspended from trading on the London Stock Exchange.

The information contained within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulations (EU No. 596/2014) which is part of UK law by virtue of the European Union (withdrawal) Act 2018. Upon the publication of this announcement, this inside information is now considered to be in the public domain.

For further information please contact:

 
 Path Investments plc                         C/O IFC 
 Christopher Theis 
  Jack Allardyce 
 
 IFC Advisory (Financial PR & IR)             020 3934 6630 
 Tim Metcalfe 
  Zach Cohen 
 
 Grant Thornton UK LLP (Financial Adviser) 
  Samantha Harrison 
  Harrison Clarke 
  Daphne Zhang                                020 7383 5100 
 
 ETX Capital (Broker)                         020 7392 1400 
 Tom Curran 
 Thomas Smith

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February 01, 2022 01:59 ET (06:59 GMT)

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