Intelligent Energy Holdings PLC Sale of Business, intent to de-list, wind down (6105U)
25 Outubro 2017 - 10:50AM
UK Regulatory
TIDMIEH
RNS Number : 6105U
Intelligent Energy Holdings PLC
25 October 2017
Released: 25(th) October 2017
Intelligent Energy Holdings PLC
(LSE: IEH; ADR:INGYY)
This announcement contains insider information.
25(th) October 2017
INTELLIGENT ENERGY HOLDINGS PLC: ("IEH PLC" OR THE "COMPANY" AND
TOGETHER WITH ITS SUBSIDIARIES, THE "GROUP")
SALE OF BUSINESS, INTENTION TO DELIST AND WIND DOWN OF IEH PLC,
REPAYMENT (AS TO 65% OF PRINCIPAL), AND CANCELLATION OF,
CONVERTIBLE LOAN NOTES
As noted in the Company's announcement of 22(nd) September 2017
the Group has been facing an uncertain outlook and the Board had
reluctantly concluded that, due to a number of factors, there could
be little (or potentially no) value remaining in the Company's
ordinary shares.
Since the issue of that announcement the Board has continued
to:
- progress a potential sale of some or all of the business and
assets held by the Company's subsidiaries, a process managed on the
Board's behalf by Deloitte;
- discuss any residual financing options with key stakeholders; and
- seek trading related solutions that would bring funding into the Company.
These activity streams and discussions have regrettably not
produced an outcome that would result in the Company being a going
concern or that would, as a backstop, provide more time to seek and
implement any other financing solutions. This outcome in part
reflects the Group being unable to undertake more traditional
funding activities, due to the challenges faced by the Company in
aligning the interests of major stakeholders (including as a result
of the level of the Company's share price) and to the constraints
arising from the Convertible Loan Notes issued in 2016 ("CLN"),
which included constraints on the use of the Group's intellectual
property. The Company's outlook is not expected to change between
now and the Group otherwise exhausting its cash position in
November 2017 (based on the current cash burn rate).
Consequently, the Board has agreed to sell to Meditor Energy
Limited (a newly incorporated subsidiary of Meditor European Master
Fund Limited):
-- the Company's main operating subsidiary, Intelligent Energy
Limited ("IE Limited") following a group reorganisation to place
all other subsidiaries of IEH plc under IE Limited; and
-- the Company's remaining business and assets.
for a total consideration of GBP19,500,000.
This sale (which will complete later today) will leave IEH plc
as a non-trading company.
The consideration will be used to settle the CLN (representing a
65% return of the applicable principal of the CLN). The CLN will be
delisted from TISE (the Channel Islands Stock Exchange), with
immediate effect. Meditor European Master Fund Limited, the largest
CLN holder, with 85.5% of the CLN, has already approved the
amendments to the CLN instrument required to enable the Company to
redeem the CLN (and to release and discharge in full all and any
obligations of the Company under the CLN). Under the terms of the
CLN instrument dated 17 May 2016, no other votes of CLN holders are
needed for that amendment, redemption, release and discharge.
No value will accrue to shareholders as a result of these
transactions. The Company will arrange for the cancellation of the
listing of the Company's ordinary shares shortly - the Company
understands that the cancellation of the listing will take effect
20 business days after the cancellation is formally announced. A
further RNS will therefore be issued in due course.
IEH plc's remaining cash (which is limited) will be used in the
orderly winding down or dissolution of IEH plc. The Directors are
therefore of the view that there is no remaining value in the
ordinary shares of the Company.
The transaction structure for the sale to Meditor described
above has enabled the Company to avoid the need to seek the prior
protection of an administration, which in turn has resulted in the
loss to the CLN holders being minimised as compared to any likely
outcomes post an administration.
Talal Shakerchi, CEO of Meditor Capital Management Limited, the
investment adviser to the Meditor European Master Fund Limited,
commented, "Meditor has been the largest financial stakeholder of
Intelligent Energy for over a decade and led the refinancing of the
company through the GBP30 million Convertible Loan Note in May
2016. We remain convinced of the long-term potential of the
Company's world-leading fuel cell technology but recognise that, to
achieve that potential, the business will need significant further
funding and support."
Martin Bloom, Group CEO of Intelligent Energy, responded "This
support from Meditor for Intelligent Energy's business provides
stability for our workforce and clarity for our customers and
suppliers, and allows us to continue to seek to fulfil the
objectives of our strategy."
This announcement contains inside information. The person
responsible for the release of this announcement on behalf of the
Group is John Maguire, Chief Financial Officer.
Enquiries:
Intelligent Energy Holdings plc 07966164357
John Maguire Group Chief Financial Officer
This information is provided by RNS
The company news service from the London Stock Exchange
END
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October 25, 2017 08:50 ET (12:50 GMT)
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