REG - Active Energy Group - Corporate Update, Proposed MVL & Cancellation

Active EnergyAnnouncement

20/06/2024 07:00

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RNS Number : 1343T  Active Energy Group PLC  20 June 2024

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").

 

20 June 2024

Active Energy Group Plc

("Active Energy" or the "Company")

Corporate update,

proposed cancellation from admission to trading on AIM

and

proposed members' voluntary liquidation

Active Energy (AIM: AEG, OTCQB: ATGVF), the international biomass based
renewable energy business, today announces a corporate update, the proposed
cancellation of the Company's ordinary shares from trading on AIM and members'
voluntary liquidation of the Company.

Corporate update

On 9 April 2024, Active Energy announced that the board of the Company (the
"Board") had concluded that it would not be possible to raise sufficient
working capital for the Company to continue the commercialisation of its
CoalSwitch assets (the "CoalSwitch Assets") and, as a result, the Board was
seeking a buyer for those assets.  On 13 May 2024, the Company announced
that, should the Company fail to receive an acceptable offer for its
Coalswitch Assets, the Board would have no option but to consider a members'
voluntary liquidation of the Company.

The Company has evaluated a number of potential offers for the Coalswitch
Assets, alongside other routes to raise equity financing for the Company.
However, whilst discussions regarding some of these opportunities continue,
the Board are of the view that, should these discussions terminate, then the
most appropriate course of action is for the Company to seek shareholder
approval to:

(i)            cancel the admission to trading on AIM of the
Company's ordinary shares (the "Proposed Cancellation"); and

(ii)           undertake a members' voluntary liquidation in order
to effect a solvent winding up of the business (the "Proposed MVL").

On 13 May 2024, the Company also announced that, due to the Company's limited
cash resources, the Company's audit for the year ended 31 December 2023 (the
"FY 2023 Results") may not be completed before 30 June 2024.  The Board can
now confirm that the Company will not be in a position to finalise its FY 2023
Results prior to 30 June 2024 and, as a result, trading in the Company's
ordinary shares on AIM is expected to be suspended at 07:30 on 1 July 2024 in
accordance with AIM Rule 19.

The Proposed Cancellation

Under Rule 41 of the AIM Rules for Companies (the "AIM Rules"), it is a
requirement that the cancellation of trading on AIM in the Company's ordinary
shares must be approved by not less than 75 per cent. of votes cast by
shareholders at a general meeting of the Company.  In addition, any AIM
company that wishes for the London Stock Exchange to cancel the admission of
its shares to trading on AIM is required to notify shareholders and to
separately inform the London Stock Exchange of its preferred cancellation date
at least 20 Business Days prior to such date.

Accordingly, the Board has notified the London Stock Exchange of the
Company's intention, subject to the appropriate resolution being passed at a
general meeting of the Company, to cancel theadmission of the Ordinary Shares
to trading on AIM on 23 July 2024. A circular (the "Circular") convening a
general meeting  of the Company (the "General Meeting") in relation to the
Proposed Cancellation, to be held on 22 July 2024, will be sent to the
Company's shareholders in due course and an announcement will be made.

The Proposed MVL

The Board will set out in the Circular the proposals, should the Proposed
Cancellation become effective, to put the Company into a solvent members'
voluntary liquidation pursuant to the UK Insolvency Act 1986.  Resolutions
will be proposed at the General Meeting to approve the appointment of a
liquidator to implement the Proposed MVL, with such liquidator to be appointed
immediately following the conclusion of the General Meeting. The Proposed MVL
will enable any surplus funds, if any, remaining after paying all known
creditors in full together with statutory interest where applicable, to be
distributed to shareholders.  However, at this time the Board anticipate that
any distribution to shareholders would be de minimis unless the Company is
able to realise a cash value for its remaining assets. As set out in the
Company's announcement on 13 May 2024, the Company's CoalSwitch Assets
comprise:

i)     the Company's original patent and trademark portfolio on the steam
explosion process to produce the fuel;

ii)    all production and test data knowhow acquired from the initial
production activities at Player Design Inc's facility at Ashland in Maine that
may be applicable for the future production analysis for additional biomass
products; and

iii)   all the relevant customer and internal test data.

The Group's other assets currently comprise:

i)     cash and cash equivalents of approximately $0.3m;and

ii)    a 4.1% shareholding in Alpha Prospects Limited ("Alpha Prospects")
which has a book value of approximately £0.68m.  Alpha Prospects is an
unquoted investment company that focuses on green technology investments, and
it has incubated several new technologies in recent years. Within its
portfolio, Alpha Prospects' latest focus is upon plasmoid related technologies
and the commercial development of this technology for application in the
United States, Asia, India and the United Kingdom.

In the opinion of the Board, should shareholders not vote in favour of the
Proposed Cancellation and Proposed MVL, then were the Company to fail to
secure a cash value for any of its remaining assets, the Board would have no
option but to place the Company into administration. In this circumstance, it
is highly unlikely that any value would be returned to shareholders.

Further updates will be made in due course where appropriate.

Enquiries:

 Active Energy Group Plc        Michael Rowan (Chief Executive Officer)                                 info@aegplc.com

                                James Leahy  (Non-Executive Chairman)
 Allenby Capital Limited        Nick Naylor/James Reeve/Daniel Dearden-Williams (Corporate Finance)   Office: +44 (0)20 3328 5656

 Nominated Adviser and Broker   Amrit Nahal (Sales/Corporate Broking)
 Camarco                        Tom Huddart / Emily Hall / Lily Pettifar                              aeg@camarco.co.uk

 Financial PR Adviser                                                                                 Office: +44 (0)20 3757 4980

 

 Website         LinkedIn                                         Twitter
 www.aegplc.com  www.linkedin.com/in/active-energy-group-plc/     https://twitter.com/aegplc (https://twitter.com/aegplc)

                                                                 @aegplc

 

About Active Energy Group

Headquartered in London with operations in the United States, Active Energy
Group plc (AIM: AEG, OTCQB:ATGVF) is a biomass-based renewable energy company
focused on the production and development of next generation biomass products
that have the potential to transform coal fired power and heavy industries and
the existing renewable biomass industry.

Active Energy has developed a proprietary technology which transforms waste
biomass material into high-value renewable fuels. Its patented product
CoalSwitch® is a leading drop-in biomass renewable fuel that can be blended
and co-fired with coal at any ratio without requiring significant plant
modification or wholly replacing existing biomass fuels.

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