7 February 2024
Verditek
plc
("Verditek" or the
"Company")
Proposed
Disposal
Verditek plc has agreed outline terms to sell
its solar business (the "Disposal") to a new company ("Newco") to
be established by the holders of the Company's secured convertible
loan notes ("Notes") ("Bondholders") for: (i) £528,340 (to be
satisfied by the surrender of the Notes); and (ii) £50k payable in
cash on completion.
The Company will transfer its shareholder loan
to Newco on completion for nominal consideration as part of the
proposed transaction.
The Bondholders have also agreed to provide a
loan facility of up to €100k to fund the operating expenses of the
solar business with effect from 6 February 2024. This finance will
be provided for specific items for the operation of
the Solar Business with the prior written agreement of the
bond-holders.
The Company has granted the Bondholders
exclusive negotiating rights up until 29 February 2024.
The proposed transaction is conditional on
further due diligence, agreeing definitive sale and purchase
documentation, and Shareholder consent pursuant to AIM Rule
15. Accordingly, there can be no assurance at this stage that
the proposed transaction will complete.
Upon completion of the Disposal, the
Company will be regarded as an AIM Rule 15 cash shell, having
ceased to own, control or conduct all or substantially all, of its
existing trading business, activities or assets. The Company will
therefore need to, within six months, make an acquisition or
acquisitions which constitute a reverse takeover under AIM Rule 14,
failing which trading of the Company's shares on AIM will be
cancelled.
The Company is currently in discussions with a
group of individuals who it is proposed would come in as a new
management team with a view to completing a fundraise of
approximately £300k. The aim would be to conduct a reverse takeover
within 6 months of completion of the Disposal. There is no
guarantee that this proposal will proceed as it still at an
exploratory stage and the Company will update the market with more
information as soon as it is available.
The parties have agreed a target date for
completion of 29 February 2024. If the proposed transaction were
not to complete then there is a possibility that the Company would
not be funded to meet its liabilities and may have run out of cash
resources by 29 February 2024. At this point the Directors would
have to consider alternative ways forward.
The Solar Business being sold,
pursuant to the Disposal comprises:
·
the whole of the issued share capital of Verditek
Solar Italy srl ("VSI"),
·
all intellectual property rights
relating to the Solar Business;
·
Verditek's interests in the Net Zero Valley Term
Sheet and related MoU with SerendipEquity MANCO LLC, subject to
counterparty consent;
·
Verditek's interest in the joint development
project with Paragraf, subject to the consent of Paragraf;
and
·
the ICSI receivable, subject to counterparty
consent
The company's assets set out in the interim
accounts for H1 2023 were
£114,400 plant and machinery
£696,452 stock/inventory
These assets belong to VSI. In
addition PLC had as an asset £556,783 the ICSI bond at historic
book value which is not considered to be the current market
value.
2022 Full year accounts show
£195,470 plant and machinery
£534,959 inventory
ICSI bond value £556,783
2022 full year losses attributable
to those assets were £1,872,711
Related Party Transaction
Gavin Mayhew, who was until 2
January 2024 a non-executive Director of the Company, is a
Bondholder, holding £165,000 of the Notes and will have a holding
in Newco and thus the Disposal and the loan agreement constitute
related party transactions for the purposes of Rule 13 of the AIM
Rules.
The current directors of Verditek
consider, having consulted with the Company's nominated adviser WH
Ireland, that the terms of the Disposal and of the loan being
agreement are fair and reasonable insofar as the Company's
shareholders are concerned.
Verditek will be issuing a circular to
Shareholders shortly setting out further information on the
proposed transaction, and seeking Shareholder consent at a General
Meeting of the Company for the Disposal and to grant authority for
the Directors to issue further shares.
For
further information, please contact:
Verditek plc
Rob Richards (Chief Executive
Officer) +44
(0) 20 7129 1110
Vicki Johnson (Interim Chief
Financial Officer)
WH
Ireland Limited (NOMAD and Broker)
Hugh Morgan
+44 (0) 20 7220
1666
Chris Hardie
Andrew de Andrade
This announcement contains inside information for the purposes
of Article 7 of the UK version of Regulation (EU) No 596/2014 which
is part of UK law by virtue of the European
Union (Withdrawal) Act 2018, as amended ("MAR"). Upon the
publication of this announcement via a Regulatory Information
Service, this inside information is now considered to be in the
public domain.
About Verditek plc
AIM listed Verditek plc is a holding
company of a business operating within the green technology sector.
The Company is focused on commercialising our lightweight
low-profile solar panel business. With manufacturing based in
Italy, we have developed renewable power solutions for our
customers, that drive solar energy into applications previously
unachievable. The exceptional properties of our solar panels
replace diesel fuel in business such as perishable goods transport,
off-grid telecommunication towers, electric vehicle charging
stations, residential and holiday home power solutions and solar
roofing for light-weight industrial roofing. In addition to our
current PV panels in production, we have partnered with an
outstanding leader in graphene technology, Paragraf.
For more information please visit or
contact the following: https://verditek.com/