Inspirit Energy Holdings PLC Short term debt facility, Issue of Equity and TVR
08 Dicembre 2022 - 08:00AM
UK Regulatory (RNS & others)
TIDMINSP
RNS Number : 9834I
Inspirit Energy Holdings PLC
08 December 2022
8 December 2022
Inspirit Energy Holdings Plc
("Inspirit" or "the Company")
Short term debt facility
Issue of Equity and TVR
Inspirit (LON: INSP), the waste heat recovery technology and
engineering solutions company, is pleased to announce that it has
entered into a short-term, un-secured debt facility of up to
US$250,000 (approximately GBP205,075) (the "Facility"). Under the
Facility Inspirit will be initially drawing down US$80,000
(approximately GBP65,624) (the "Initial Advance").
The Facility is with Riverfort Global Opportunities PCC Limited
("Riverfort" or the "Noteholder"), and the proceeds of the advance
are for general working capital.
Details of the Facility
The Facility has a 12-month term and allows Inspirit to draw
down funds ("Advances") which will be repayable within 6 months in
either cash or shares at the Noteholders' discretion in respect of
the Initial Advance and thereafter at the agreement of the Company
and Riverfort. If the debt is repaid in shares, they will be repaid
at 130% of the Reference Price being the average of the five (5)
daily VWAPs preceding the Drawdown Date in respect of the relevant
Advance (the "Fixed Premium Placing Price"). In the event that
Inspirit completes any share placing during the Term of the
relevant Advance and the share placing price is below the Fixed
Premium Placing Price, the Fixed Premium Placing Price will be
amended to be the relevant share placing price. Inspirit will issue
the Noteholder with warrants in respect of each Advance so as to
represent 50% of the value of the relevant Advance, divided by the
relevant Reference Price; the warrants will have an exercise price
of Fixed Premium Placing Price and a 48 month term.
Inspirit will be initially drawing down US$80,000 as the Initial
Advance and will therefore issue Riverfort with warrants to the
value of 50% of the Initial Advance at the reference price of
0.03376 pence being 97,191,943 warrants. These warrants will have a
term of 48 months and will be exercisable at 130% of the reference
price being 0.04388 pence.
The Facility will attract 1.5% interest per month based on the
value of the outstanding indebtedness payable in cash and an
implementation fee of 6% of any Advances if settled in cash or 8%
if issued in Shares. Accordingly, Inspirit will issue 15,550,710
Ordinary Shares of 0.001p each ("Shares") at a price of 0.03376
pence each for the implementation fee in respect of the Initial
Advance (the "Initial Shares"). The Facility contains a right of
first refusal clause allowing Riverfort to match the terms of any
alternative debt/ structured funding the Company may seek during
the term of the Facility.
The Facility contains standard warranties and indemnities from
the Company.
Issue of Equity and TVR
Application will be made for the 15,550,710 Ordinary Shares to
be admitted to trading on AIM ("Admission") and it is expected that
Admission will occur on or about 14 December 2022. The Ordinary
Shares will rank pari passu in all respects with the existing
Ordinary Shares of the Company.
Following admission of the Initial Shares, the Company's
enlarged issued share capital will comprise 4,287,190,896 Ordinary
Shares. The Company does not hold any shares in treasury. This
figure of 4,287,190,896 Ordinary Shares may be used by shareholders
in the Company as the denominator for the calculations by which
they will determine if they are required to notify their interest
in, or a change in their interest in, the share capital of the
Company under the FCA's Disclosure and Transparency Rules.
The Board comments:
"This is a good short-term facility providing near-term funding
while the engineering team work on the final phase of our Waste
Heat Recovery application on which the Board will provide further
updates in due course"
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF THE MARKET ABUSE REGULATION (EU No. 596/2014) AS IT FORMS PART
OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT
2018.
More information on Inspirit Energy can be seen at:
www.inspirit-energy.com
For further information please contact:
Inspirit Energy Holdings plc
John Gunn, Chairman and CEO +44 (0) 207 048 9400
Beaumont Cornish Limited
www.beaumontcornish.com
(Nominated Advisor)
Roland Cornish / James Biddle +44 (0) 207 628 3396
Global Investment Strategy UK
Ltd
(Broker)
Samantha Esqulant +44 (0) 207 048 9045
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END
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