SIMEC Atlantis Energy Limited – Acquisition of Green Highland Renewables Update
Atlantis provides the following update to the announcement made on 18 June 2019 regarding its conditional sale and purchase agreement to acquire Green Highland Renewables from the SIMEC group.
As announced on 18 June, the Company is considering an alternative transaction structure in relation to GHR. Atlantis now has agreed to release the SIMEC group from its obligations under the SPA in consideration for receipt of a payment in cash of approximately £5 million, pursuant to a payment agreement, (the "Payment Agreement") which will be deployed towards the delivery of its flagship 220MW Uskmouth waste-to-energy conversion project. Furthermore, SIMEC has agreed pursuant to a loan agreement made between Atlantis and SIMEC, subject to the satisfaction of certain conditions precedent, to make a £2 million interest free loan available to Atlantis (the "Loan Agreement"). Further information on these agreements is provided below.
- SIMEC has agreed to pay Atlantis the sum of £5.03 million in cash in order to be released from its obligations under the SPA
- SIMEC has also agreed to make a £2 million interest free committed debt facility available to Atlantis
- These additional financial resources will be deployed towards the delivery of its flagship 220MW Uskmouth waste-to-energy conversion project.
Payment and Loan Agreements
In light of the 62,878,710 new Ordinary Shares in Atlantis issued to SIMEC in March 2019 pursuant to the sale and purchase agreement ("SPA"), Atlantis has agreed pursuant to the Payment Agreement entered into on 27 June 2019 to release the SIMEC group from its obligations under the SPA in consideration for the payment in cash of approximately £5 million. This sum is payable by SIMEC in instalments, as and when required by Atlantis, but with the full £5.03 million payment due by no later than 31 December 2020.
Furthermore, SIMEC has agreed pursuant to the Loan Agreement dated 27 June 2019 made between Atlantis and SIMEC subject to the satisfaction of certain conditions precedent to make a £2 million interest free loan available to Atlantis. The loan term ends on 31 May 2022 at which point SIMEC can elect to be repaid in cash or Atlantis Ordinary Shares at a price of 19p per Ordinary Share. SIMEC's right to be repaid in Atlantis Ordinary Shares by conversion of the loan shall be subject to the consent of the Board of Atlantis (not to be unreasonably withheld or delayed) if such conversion would cause SIMEC's shareholding in Atlantis to exceed 49.99 per cent. of its issued share capital. The loan is subject to the satisfaction of certain conditions precedent including Atlantis having made progress on the Uskmouth conversion project and other customary conditions and draw stops for a loan of this nature.
The Payment Agreement and the Loan Agreement are both classified as related party transactions under the AIM Rules for Companies since they involve transactions with a related party of the Company, SIMEC, which is a substantial shareholder of the Company (being the Company's largest shareholder which, as at the date of this announcement, owns approximately 49.99 per cent. of the Company's issued share capital. The independent directors of Atlantis (comprising John Neill, Tim Cornelius, Andrew Dagley, John Woodley and Ian Wakelin), having consulted the Company's nominated adviser, Cantor Fitzgerald Europe, consider that the terms of each of the Payment Agreement and the Loan Agreement are fair and reasonable insofar as shareholders are concerned.
The collaboration between Atlantis and its strategic partner, SIMEC, is governed by the terms of the relationship agreement entered into between SIMEC and Atlantis in 2018.
Tim Cornelius, CEO of Atlantis, commented:
"Although not the original intention, this is an excellent outcome for Atlantis. We will end up with more near-term cash to deploy on key development projects which are intended to deliver the largest possible returns for investors.
The cash injections SIMEC is making validates its commitment to building a world leading project development company with the Atlantis management team and we are very appreciative of its continued financial, commercial and supply chain support. We are now in an even stronger financial position and look forward to building a portfolio of scale, starting with the flagship Uskmouth conversion project, one of the largest waste-to-energy projects in Europe."
Jay Hambro, CEO of SIMEC Energy and Non-Executive Director of SIMEC Atlantis, commented:
"SIMEC firmly supports SIMEC Atlantis and believes these arrangements are a win-win for all parties involved. We are delighted to provide further funding to progress the ground-breaking Uskmouth conversion project which should create material value for all shareholders. We firmly