TIDMDGI
RNS Number : 5120D
DG Innovate PLC
22 June 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO
ANY PERSON LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS
UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATIONS (EU) NO. 596/2014
WHICH FORMS PART OF DOMESTIC UK LAW PURSUANT TO THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 ("UK MAR"). IN ADDITION, MARKET SOUNDINGS
WERE TAKEN IN RESPECT OF THE MATTERS CONTAINED IN THIS
ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF
SUCH INSIDE INFORMATION. UPON THE PUBLICATION OF THIS ANNOUNCEMENT,
THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC
DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION
OF INSIDE INFORMATION.
22 June 2023
DG Innovate plc
("DG Innovate" or the "Company")
Conditional Placing to raise GBP517,000
Proposed Capital Reorganisation
Notice of AGM
DG Innovate (LSE: DGI), the advanced research and development
company pioneering sustainable and environmentally considerate
improvements to electric mobility and energy storage, is pleased to
announce that the Company and Peterhouse Capital Limited have
conditionally raised gross proceeds of GBP517,000 (the "Placing")
through the issue of 1,034,000,000 new ordinary shares at 0.05
pence per share (the "Issue Price"), subject to the passing of
capital reorganisation resolutions at the Company's Annual General
Meeting ("AGM") as detailed below. The Placing represents the
maximum number of ordinary shares the Company can currently issue
without the publication of a prospectus. Peterhouse Capital Limited
has been appointed as joint broker to the Company.
The funds raised will primarily be used to fund the Company's
ongoing commercialisation strategy for its Enhanced Drive
Technology and Enhanced Battery Technology. The SUPAR, MTorX and
Marine projects are progressing well, and testing of the next
design iteration of the 250kW/400kW Pareta(R) electric drive is
expected imminently. In parallel, the Company is working to
capitalise on various commercial opportunities alongside its
partners, including tier one commercial and off-highway vehicle
axle suppliers, BRIST and BASE.
Proposed Capital Reorganisation
The Company presently has 9,208,548,440 ordinary shares of 0.1
pence each in issue ("Existing Ordinary Shares"). The mid-market
price of the Existing Ordinary Shares as at 21 June 2023 (being the
latest practicable date prior to publication of this announcement)
is 0.065 pence. As the Company is not permitted by law to issue
shares at an issue price which is below their nominal value, it is
unable, in the present climate, to raise money by way of a fresh
issue of new ordinary shares of 0.1 pence each due to the fact that
the market price of the ordinary shares is below their nominal
value.
Therefore, in order to enable the Company to issue shares in
connection with the Placing, at an issue price which exceeds their
nominal value, shareholder approval is being sought at the AGM to
complete a subdivision of the ordinary share capital of the Company
(the "Capital Reorganisation"). Subject to shareholder approval at
the AGM, each of the Existing Ordinary Shares will be subdivided
into one new ordinary share of 0.01 pence each in the capital of
the Company ("New Ordinary Shares") and one deferred share of 0.09
pence each in the capital of the Company to create a differential
between the nominal value of the ordinary shares and their market
price to facilitate future share issues.
To give effect to the Capital Reorganisation the Company's
Articles of Association will need to be amended to make changes to
allow the creation of the deferred shares. These amendments will
also require shareholders' approval at the AGM.
As a consequence of, and immediately following, the Capital
Reorganisation becoming effective each shareholder's holding of New
Ordinary Shares will be the same as the number of existing ordinary
shares held by them. Excluding the impact of the Placing, each
shareholder's proportionate interest in the Company's issued
ordinary share capital will, and thus the aggregate value of their
holding should, remain unchanged as a result of the Capital
Reorganisation.
The New Ordinary Shares will have the same rights as those
currently accruing to the existing ordinary shares in issue under
the Articles of Association of the Company, including those
relating to voting and entitlement to dividends.
Details of the Placing
The Company has conditionally raised gross proceeds of
GBP517,000 through a placing for 1,034,000,000 new ordinary shares
at a price of 0.05 pence per share (the "Placing Shares"), subject
to the Capital Reorganisation resolutions being passed at the AGM .
The Placing Shares would represent approximately 10.1 per cent. of
the Company's then enlarged issued share capital and are the
maximum number of ordinary shares that the Company can currently
issue without the publication of a prospectus. The Issue Price
represents a discount of approximately 23 per cent. to the
mid-market closing price on the London Stock Exchange of 0.065
pence per ordinary share on 21 June 2023, being the latest
practicable business day prior to the publication of this
announcement.
If the Capital Reorganisation Resolutions are passed, the
Placing Shares are expected to be issued shortly after the AGM and
admitted to trading on the Main Market.
The Company has also agreed to issue 51,700,000 warrants to
Peterhouse Capital Limited and other advisers to the Company for
services provided in connection with the Placing. The 51,700,000
warrants provide the holder the right to acquire such number of new
ordinary shares at an exercise price of 0.05 pence, which expire
one year from Admission ("Broker Warrants"). If the Broker Warrants
were ultimately to be exercised in full, it would result in the
issue of 51,700,000 new ordinary shares raising a further GBP25,850
for the development of the Company's business.
Notice of AGM
The AGM of the Company will be held on 19 July 2023 at 11.00
a.m. at the offices of Fasken Martineau LLP, 100 Liverpool Street,
London, EC2M 2AT. The Notice of AGM is being posted to shareholders
today and will be available on the Company's website:
https://www.dgiplc.com/investors
Expected Timetable of Principle Events
Publication of Notice of AGM 22 June 2023
Latest time and date for return 17 July 2023
of Form of Proxy for AGM
--------------
AGM 19 July 2023
--------------
Announcement of the result 19 July 2023
of the AGM
--------------
Record Date and final date 19 July 2023
for trading in Existing Ordinary
Shares
--------------
Expected date of Admission 20 July 2023
of the New Ordinary Shares
arising from the Capital Reorganisation
--------------
Expected date of Admission 21 July 2023
of the Placing Shares
--------------
Despatch of definitive share 4 August 2023
certificates in respect of
the New Ordinary Shares and
Placing Shares to be held in
certificated form, if applicable
--------------
For further information please contact:
DG Innovate plc C/O IFC
Peter Tierney, CEO
Jack Allardyce, CFO
IFC Advisory (Financial PR & IR) 020 3934 6630
Tim Metcalfe
Zach Cohen
Grant Thornton UK LLP (Financial Adviser)
Samantha Harrison
Jamie Barklem
Ciara Donnelly 020 7383 5100
Peterhouse Capital (Joint Broker) 020 7469 0930
R ose Greensmith
Duncan Vasey
Lucy Williams
WH Ireland (Joint Broker) 020 7220 1666
Chris Hardie
Andrew de Andrade
About DG Innovate
DG Innovate is an advanced research and development company
pioneering sustainable and environmentally considerate improvements
to electric mobility and storage, using abundant materials and the
best engineering and scientific practices. DG Innovate is currently
developing its products alongside a number of major manufacturers
across the transportation and energy sectors, research institutions
and the UK Government, and has filed 18 patents worldwide. DG
Innovate's current research and development activities are broadly
split into two areas, focusing on novel electric motor technologies
and energy storage solutions. Its two main products are:
- Enhanced Drive Technology (EDT) - High efficiency,
cost-effective electric motors + power electronics; and
- Enhanced Battery Technology (EBT) - Sodium-ion batteries
offering a sustainable energy storage solution at similar/greater
energy density to incumbent technologies at a lower cost, increased
safety with lower environmental footprint.
Further information may be found at: https://www.dgiplc.com
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