REG - Corre Energy B.V. - Result of Placing

Corre Energy BVAnnouncement

29/05/2024 07:00

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RNS Number : 1724Q  Corre Energy B.V.  29 May 2024

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN,
SOUTH AFRICA OR ANY OTHER STATE OR JURISDICTION IN WHICH THE SAME WOULD BE
RESTRICTED, UNLAWFUL OR UNAUTHORISED. PLEASE SEE THE IMPORTANT NOTICE AT THE
END OF THIS ANNOUNCEMENT.

29 May 2024

 

Corre Energy B.V.

 ("Corre Energy" or the "Company")

Result of Placing

Corre Energy raises gross proceeds of €0.64 million

 

Corre Energy, the leading developer of long duration energy storage (LDES),
announces the successful raise of approximately €0.64 million (before
expenses) by the placing of 1,399,002 new shares in the Company (the "Placing
Shares") with existing shareholders (the "Placing"). This follows the launch
announcement in respect of the Placing released on 28 May 2024.

The Placing Price of €0.46 is set based on the successful raise of €2.12
million through Subscription Agreements ('the Subscription'), which was
announced on 23 May 2024.

The Placing Shares and the shares issued and to be issued pursuant to the
Subscription collectively represent approximately 8.4% of the Company's issued
share capital immediately prior to the Subscription and the Placing. The
Placing was supported by existing shareholders and management.

The Placing is conditional upon, inter alia, Admission (as defined below)
becoming effective and the expected date of completion of the Placing is 31
May 2024.

J&E Davy ("Davy") acted as bookrunner in relation to the Placing.

Admission and dealings

Application has been made to Euronext Dublin for the Placing Shares to be
admitted to trading on Euronext Growth ("Admission") and it is expected that
Admission will become effective and trading will commence at 8.00 a.m. on 31
May 2024 (or such later date as Davy may agree). The Placing Shares, when
issued, will be fully paid and will rank pari passu in all respects with the
existing issued shares. After Admission of the Placing Shares and the
remaining Subscription Shares to be issued before 30 June 2024, the total
number of shares in issue will be 77,607,348. With no shares held in treasury,
the total number of voting rights will also be 77,607,348.

For further information, please contact:

 Corre Energy B.V.

 IR@corre.energy or +31 50 799 5060

 Davy (Placing Agent/Bookrunner, Broker & Euronext Growth Listing Sponsor)         Tel: +353 1 614 4193

 Anthony Farrell

 Niall Gilchrist
                                                                                   Tel: +353 1 498 0300

 Murray PR (Financial PR and IR)

 Pat Walsh, Managing Director

 

 

IMPORTANT NOTICE

This Announcement and the information contained herein is restricted and is
not for release, publication or distribution, directly or indirectly, in whole
or in part, in, into or from Australia, Canada, Japan, South Africa or any
other state or jurisdiction in which the same would be restricted, unlawful or
unauthorised, in each case except pursuant to an available exemption from
applicable securities laws (each, a "Restricted Territory").

This announcement is not for publication or distribution, directly or
indirectly, in or into the United States of America. This announcement is not
an offer of securities for sale into the United States. The securities
referred to herein have not been and will not be registered under the U.S.
Securities Act of 1933, as amended, and may not be offered or sold in the
United States, except pursuant to an applicable exemption from registration.
No public offering of securities is being made in the United States.

This Announcement is for information purposes only and does not constitute an
offer to buy, sell, issue, acquire or subscribe for, or the solicitation of an
offer to buy, sell, issue, acquire or subscribe for shares in the capital of
the Company in any Restricted Territory or to any person to whom it is
unlawful to make such offer or solicitation. Any failure to comply with these
restrictions may constitute a violation of the securities laws of such
jurisdictions. No public offer of the shares referred to in this Announcement
is being made in Ireland, the United Kingdom, any Restricted Territory or
elsewhere.

This Announcement has been issued by and is the sole responsibility of the
Company. Neither Davy, nor any of its affiliates accept any responsibility
whatsoever for the contents of the information contained in this Announcement
or for any other statement made or purported to be made by or on behalf of
Davy or any of its affiliates in connection with the Company, the Placing.
Davy and its affiliates accordingly disclaim all and any liability, whether
arising in tort, contract or otherwise in respect of any statements or other
information contained in this Announcement and no representation or warranty,
express or implied, is made by Davy or any of its affiliates as to the
accuracy, completeness or sufficiency of the information contained in this
Announcement.

Members of the public are not eligible to take part in the Placing. All offers
of securities in connection with the Placing will be made pursuant to an
exemption under Regulation (EU) 2017/1129 (the "Prospectus Regulation") from
the requirement to produce a prospectus for offers of securities. This
Announcement and the terms and conditions set out herein are directed only at
and may only be communicated to persons: (a) if in an EEA member state, who
are qualified investors within the meaning of Article 2(e) of the Prospectus
Regulation ("Qualified Investors"); (b) in the United Kingdom who (i) have
professional experience in matters relating to investments who fall within the
definition of "investment professionals" in Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 as amended (the
"FPO") or fall within the definition of "high net worth companies,
unincorporated associations etc" in Article 49(2)(a) to (d) of the FPO and
(iii) are "qualified investors" as defined in Article 2(e) of the Prospectus
Regulation as it forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018 ("EUWA") (the "UK Prospectus Regulation"); and (c)
otherwise to whom it may lawfully be communicated, (all such persons together
being referred to as "Relevant Persons").

This Announcement must not be acted on or relied on by persons who are not
Relevant Persons. Persons distributing this Announcement must satisfy
themselves that it is lawful to do so. Any investment or investment activity
to which this Announcement relates is available only to Relevant Persons and
will be engaged in only with Relevant Persons. This Announcement does not
itself constitute an offer for sale or subscription of any securities in the
Company.

By participating in the Placing, each person who is invited to and who chooses
to so participate will be deemed to have read and understood this Announcement
in its entirety.

Davy, which is regulated in Ireland by the Central Bank of Ireland is acting
as placing agent for the Company and no-one else in connection with the
Placing and is not, and will not be, responsible to anyone other than the
Company for providing the protections afforded to its clients nor for
providing advice in relation to the Placing and/or any other matter referred
to in this Announcement.

The distribution of this Announcement in certain jurisdictions may be
restricted by law. No action has been taken by the Company or Davy that would
permit an offering of securities in the Company or possession or distribution
of this Announcement or any other offering or publicity material relating to
such shares in any jurisdiction where action for that purpose is required.
Persons into whose possession this Announcement comes are required by the
Company and Davy to inform themselves about, and to observe, such
restrictions. The information in this Announcement may not be forwarded or
distributed to any other person and may not be reproduced in any manner
whatsoever. Any forwarding, distribution, reproduction, or disclosure of this
information in whole or in part is unauthorised. Failure to comply with this
directive may result in a violation of the Securities Act or the applicable
laws of other jurisdictions.

This Announcement does not identify or suggest, or purport to identify or
suggest, the risks (direct or indirect) that may be associated with entry into
the Placing. This Announcement contains (or may contain) certain
forward-looking statements with respect to certain of the Company's current
expectations and projections about future events and the Company's future
financial condition and performance. These statements, which sometimes use
words such as "aim", "anticipate", "believe", "may", "will", "should",
"intend", "plan", "assume", "estimate", "expect" (or the negative thereof) and
words of similar meaning, reflect the directors' current beliefs and
expectations and involve known and unknown risks, uncertainties and
assumptions, many of which are outside the Company's control and difficult to
predict, that could cause actual results and performance to differ materially
from any expected future results or performance expressed or implied by the
forward-looking statement. These risks include, but are not limited to, risks
related to the business of the Corre Energy Group (including storage site
access, risks in relation to agreements to which the Company is party and
construction related risks), risks relating to the industry in which it
operates (including its output markets, technological change and general
economic conditions) and risks relating to laws and regulations (including the
EU subsidy and regulatory framework).

Statements contained in this Announcement regarding past trends or activities
should not be taken as a representation that such trends or activities will
continue in the future. The basis for any statements in this Announcement
regarding Corre Energy's competitive position is based on the Company's own
assessment and knowledge of the market in which the Company operates. All
references to the Company as global leader, best in class, unrivalled and
other similar expressions are in the Company's view. The information contained
in this Announcement speaks only as of the date of this Announcement and is
subject to change without notice and the Company does not assume any
responsibility or obligation to, and does not intend to, update or revise
publicly or review any of the information contained herein, whether as a
result of new information, future events or otherwise, except to the extent
required by the Euronext Growth Rules for Companies, Euronext Dublin, the
Central Bank of Ireland or by applicable law or regulation. No statement in
this Announcement is or is intended to be a profit forecast or profit estimate
or to imply that the earnings of the Company for the current or future
financial years will necessarily match or exceed the historical or published
earnings of the Company.

The price of shares and the income from them may go down as well as up and
investors may not get back the full amount invested on disposal of shares
acquired. Past performance is no guide to future performance and persons
needing advice should consult an independent financial adviser. Any indication
in this Announcement of the price at which the shares of the Company have been
bought or sold in the past cannot be relied upon as a guide to future
performance. Persons needing advice should consult an independent financial
adviser. No statement in this Announcement is intended to be a profit forecast
and no statement in this Announcement should be interpreted to mean that
earnings per share of the Company for the current or future financial years
would necessarily match or exceed the historical published earnings per share
of the Company.

The Placing Shares to be issued pursuant to the Placing will not be admitted
to trading on any stock exchange other than Euronext Growth.

This Announcement does not constitute a recommendation concerning any
investor's options with respect to the Placing. The contents of this
Announcement are not to be construed as legal, business, financial or tax
advice. Each investor or prospective investor should consult his, her or its
own legal adviser, business adviser, financial adviser or tax adviser for
legal, financial, business or tax advice.

Persons (including, without limitation, nominees and trustees) who have a
contractual or other legal obligation to forward a copy of this Announcement
should seek appropriate advice before taking any action.

Access reports, shareholder documents and circulars for Corre Energy B.V. and
other information are available on the Corre Energy website at
https://corre.energy/investor/reports-and-documents/. Neither the content of
the Company's website nor any website accessible by hyperlinks on the
Company's website is incorporated in, or forms part of, this Announcement.

Information to Distributors

Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; and (c) local implementing measures
(together, the "MiFID II Product Governance Requirements"), and the product
governance requirements contained within the FCA Handbook Product Intervention
and Product Governance Sourcebook (the "UK Product Governance Rules"), and
disclaiming all and any liability, whether arising in tort, contract or
otherwise, which any "manufacturer" (for the purposes of the MiFID II and the
UK Product Governance Requirements) may otherwise have with respect thereto,
the Placing Shares have been subject to a product approval process, which has
determined that the Placing Shares are: (i) compatible with an end target
market of (a) retail investors, as defined in MiFID II and Regulation (EU) NO
2017/565 as it forms part of domestic law by virtue of the EUWA, (b) investors
who meet the criteria of professional clients, as defined in MiFID II and
Regulation (EU) NO 600/2014 as it forms part of domestic law by virtue of the
EUWA, or (c) eligible counterparties, as defined in MiFID II and the FCA's
Conduct of Business Sourcebook ("COBS"); and (ii) eligible for distribution
through all distribution channels as are permitted by MiFID II (the "Target
Market Assessment").

 Notwithstanding the Target Market Assessment, distributors should note that:
the price of the Placing Shares may decline and investors could lose all or
part of their investment; the Placing Shares offer no guaranteed income and no
capital protection; and an investment in the Placing Shares is compatible only
with investors who do not need a guaranteed income or capital protection, who
(either alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses that may
result therefrom. The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling restrictions in
relation to the Placing. Furthermore, it is noted that, notwithstanding the
Target Market Assessment, the Bookrunner will only procure investors who meet
the criteria of professional clients and eligible counterparties or who are
Relevant Persons as defined below.

For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of MiFID
II or COBS; or (b) a recommendation to any investor or group of investors to
invest in, or purchase, or take any other action whatsoever with respect to
the Placing Shares.

Each distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining appropriate
distribution channels.

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