REG - Libertine Holdings - Update on Strategic Review & Formal Sale Process

Libertine HoldingsAnnouncement

13/06/2024 07:00

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RNS Number : 2280S  Libertine Holdings PLC  13 June 2024

13 June 2024

This announcement does not constitute an announcement of a firm intention to
make an offer under Rule 2.7 of the Takeover Code and there can be no
certainty that any firm offer will be made, nor as to the terms on which any
offer will be made.

This announcement contains inside information for the purposes of Article 7 of
Regulation (EU) No 596/2014 as it forms part of UK domestic law by virtue of
the European Union (Withdrawal) Act 2018 ("MAR").

Libertine Holdings PLC

("Libertine" the "Company" or the "Group")

Update on Strategic Review & Formal Sale Process

The board of directors of Libertine Holdings PLC (LSE AIM: LIB), a developer
of Linear Generator technology, provides an update regarding the Strategic
Review and Formal Sale Process announced on 29 April 2024.

 

Proposed Investment

 

Further to the Company's announcement on 21 May 2024, the Company has received
an indicative, non-binding, conditional investment offer from potential
strategic investors based in India and United Arab Emirates ("Equity
Investors") of £2.0 million at 2.1 pence per ordinary share in the Company
("Ordinary Share") (the "Proposed Investment"). Each of the Equity Investors
has proposed a £1.0 million tranche.

 

The Proposed Investment is subject to satisfactory completion of requisite due
diligence processes by both the Company and the Equity Investors. At this
stage, discussions on the Proposed Investment are ongoing and therefore there
can be no certainty that the Proposed Investment or any other offer of
investment, if forthcoming, will result in a transaction. The timing and terms
of the Proposed Investment may be subject to change.

 

The Proposed Investment, if successful, would provide the Company with
sufficient funding to approximately June 2025. The Company may seek to conduct
a further raise potentially from new and existing investors to provide it with
additional working capital beyond this point. Notwithstanding this position,
the Company believes it will still likely require additional funds beyond June
2025 for further working capital purposes, given the Company is not expecting
to achieve a breakeven position in this timeframe.

 

The Proposed Investment on the basis of the terms currently presented, could
result in the issue of, in aggregate, up to 95,238,094 Ordinary Shares to the
Equity Investors ("Subscription Shares") which would result in them holding,
in aggregate, up to c.41% of the enlarged issued share capital of the Company,
absent any additional equity raise.

 

Should only one of the two tranches of the Proposed Investment be forthcoming,
this would provide the Company with sufficient funding to approximately
December 2024 and therefore additional funds would likely be sought for
further working capital purposes beyond this time horizon.

 

The Proposed Investment would be subject to, amongst other things: (i) the
Equity Investors satisfactorily concluding its internal procedures and due
diligence; (ii) the Company satisfactorily concluding its internal procedures
and due diligence on the Equity investors; (iii) the Takeover Panel agreeing
to waive the obligation under Rule 9 of the City Code on Takeovers and Mergers
("Takeover Code") to make a mandatory offer for the entire issued share
capital of the Company, subject to the approval of the independent
shareholders; and (iv) the Company obtaining the necessary shareholder
authorities at a general meeting of shareholders of the Company to issue the
Subscription Shares.

 

Formal sale process

 

The board of the Company has separately concluded that there is no prospect
that an offer for the entire issued and to be issued share capital of the
Company will be forthcoming by mid-June 2024 and has accordingly decided to
terminate the formal sale process under the Takeover Code. The Company is not
in discussions with any party in relation to a sale and is not in receipt of
any approaches. Accordingly, the Company is no longer in an offer period and
the requirement to make disclosures under Rule 8 of the Takeover Code has now
ceased.

 

In the absence of further developments by mid-June 2024 giving the Board
confidence that sufficient additional capital could be raised from investors,
the Board may seek cancellation of admission of the Company's ordinary shares
to trading on AIM and re-registration as a private limited company in order to
attempt to undertake a solvent wind down of the Company, before reaching the
end of its cash runway in mid-July 2024. A further announcement will be made
in due course.

 

For more information, please visit www.libertine.co.uk
(http://www.libertine.co.uk) or contact:

 Libertine Holdings PLC                                via Tavistock
 Sam Cockerill, Chief Executive Officer
 Gareth Hague, Chief Financial Officer

 Panmure Gordon (Financial Adviser, NOMAD and Broker)  +44 20 7886 2500
 James Sinclair-Ford
 Dougie McLeod
 Freddie Wooding
 Hugh Rich (Corporate Broking)
 Rauf Munir

 Tavistock (Public Relations and Investor Relations)   +44 207 920 3150
 Rebecca Hislaire                                      libertine@tavistock.co.uk
 Saskia Sizen

 

About Libertine

Founded in 2009, Libertine provides technology platform solutions for Original
Equipment Manufacturers ("OEMs"), enabling efficient and clean power
generation from renewable fuels, and more effective energy storage devices and
gas compressor systems. Libertine was admitted to trading on the AIM market of
the London Stock Exchange in December 2021.

Libertine has created two technology platforms, each using the same core
technology elements, which the Company provides to its OEM customers for their
development of Linear Generator and Linear Motor products:

-       The intelliGEN™ platform enables the creation of clean, highly
efficient and fuel-flexible Linear Generator products including:

•      Heavy-duty hybrid powertrains of trucks, buses, tractors,
construction and mining equipment;

•      Medium and light-duty hybrid powertrains of commercial vehicles
operating over longer distances;

•      A proportion of the passenger automotive market where vehicle
use and recharging constraints are a barrier to battery electrification; and

•      A wide range of off-grid, portable power and distributed power
generation applications.

 

-       The HEXAGEN(TM) platform enables more effective energy storage,
thermal power generation, waste heat recovery and gas compression products
including:

•      Stirling Engine power generators and thermal energy storage
systems;

•      Linear motor reciprocating compressor (LMRC) systems for
hydrogen refuelling stations; and

•      Organic Rankine Cycle waste heat recovery systems.

 

These two platforms are a result of over a decade of development and
performance validation of Libertine's proprietary core technology elements
including its linear electrical machines, controls and developer tools, and
are protected by a broad international portfolio of over 40 granted patents,
with multiple further patents pending protecting recent developments.

The potential market for Linear Generator products goes well beyond the
distributed power generation applications where Linear Generators are already
in commercial use today, complementing intermittent renewable power with
clean, on-demand power generation. Linear Generators also have the potential
to complement battery electrification in hybrid powertrains, providing
on-board power generation to address the practical and economic barriers to
rapid adoption of clean electric propulsion using battery electric powertrain
technology alone.

Working with OEMs from an early stage in the development cycle ensures
Libertine's technology is effectively integrated into OEM products, maximising
the performance and economic benefits provided by Libertine's platform
technology. Libertine has developed a portfolio of over 30 granted patents in
addition to a significant body of technical know-how generated since the
Company's formation. The Company's senior management team and board includes
executives with decades of deep technical experience in the automotive and
energy industries.

Important Notices

 

Panmure Gordon, which is authorised and regulated by the FCA in the UK, is
acting as Financial Adviser, Nominated Adviser and Broker exclusively for
Libertine and no one else in connection with the matters referred to in this
announcement and will not be responsible to anyone other than Libertine for
providing the protections afforded to its clients or for providing advice in
relation to matters referred to in this announcement. Neither Panmure Gordon,
nor any of its affiliates, owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client of Panmure
Gordon in connection with this announcement, any statement contained herein or
otherwise.

 

This announcement is for information purposes only and is not intended to, and
does not, constitute or form part of any offer, invitation or the solicitation
of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise
dispose of, any securities whether pursuant to this announcement or otherwise.

 

This announcement (including any information incorporated by reference in this
announcement), oral statements made regarding the formal sale process, and
other information published by the Company contain statements about
the Company that are or may be deemed to be forward looking statements.
Without limitation, any statements preceded or followed by or that include the
words "targets", "plans", "believes", "expects", "aims", "intends", "will",
"may", "anticipates", "estimates", "projects" or words or terms of similar
substance or the negative thereof, may be forward looking statements.

 

These forward-looking statements are not guarantees of future performance.
Such forward-looking statements involve known and unknown risks and
uncertainties that could significantly affect expected results and are based
on certain key assumptions. Many factors could cause actual results to differ
materially from those projected or implied in any forward-looking statements.
Due to such uncertainties and risks, readers should not rely on such
forward-looking statements, which speak only as of the date of this
announcement. The Company disclaims any obligation or responsibility to
update publicly or review any forward-looking or other statements contained in
this announcement, except as required by applicable law.

 

The distribution of this announcement in jurisdictions outside the United
Kingdom may be restricted by law and therefore persons into whose possession
this announcement comes should inform themselves about, and observe, such
restrictions. Any failure to comply with the restrictions may constitute a
violation of the securities law of any such jurisdiction.

 

The Formal Sales Process relates to the securities of a UK company and is
subject to UK procedural and disclosure requirements that are different from
those of the United States. Any financial statements or other financial
information included in announcement may have been prepared in accordance with
non-US accounting standards that may not be comparable to the financial
statements of US companies or companies whose financial statements are
prepared in accordance with generally accepted accounting principles in the
United States.  It may be difficult for US holders of shares to enforce their
rights and any claims they may have arising under the US federal securities
laws in connection with the Formal Sales Process, since the Company is located
in a country other than the United States, and some or all of their officers
and directors may be residents of countries other than the United States.  US
holders of shares may not be able to sue the Company or its officers or
directors in a non-US court for violations of the US securities laws.
Further, it may be difficult to compel the Company and its respective
affiliates to subject themselves to the jurisdiction or judgment of a US
court.

 

Publication on website

For the purposes of Rule 26.1 of the Takeover Code, a copy of this
announcement will be made available (subject to certain restrictions relating
to persons resident in restricted jurisdictions) on Libertine's website at
www.libertine.co.uk (http://www.libertine.co.uk) promptly following its
publication and in any event no later than 12 noon (London time) on the
business day following the release of this announcement. The content of the
website referred to in this announcement is not incorporated into and does not
form part of this announcement.

 

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