03 May 2013
NEITHER THIS ANNOUNCEMENT NOR ANY PART OF IT CONSTITUTES AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE OR ACQUIRE ANY LOAN NOTES OR NEW ORDINARY SHARES IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER STATE OR JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.
Ceramic Fuel Cells Limited
("Ceramic" or the "Company")
GBP 5.0 million fund raising
Further to the announcement on 30 April 2013, Ceramic Fuel Cells Limited (AIM / ASX: CFU), a leading developer of generators that use fuel-cell
technology
to convert natural gas into electricity and heat for homes and other buildings, is pleased to announce that it has conditionally raised GBP5.0 million (A$7.6 million) (before expenses).
The Company conditionally has raised GBP4.3 million (A$6.5 million) through the issue of Secured Convertible Loan Notes (the "Loan Notes") to a number of institutional investors (the "Loan Note Holders") and a further GBP0.7 million (A$1.1 million) through the placing of 32,710,300 new ordinary shares of nil par value in the Company (the "New Ordinary Shares") (the "Placing"). The issue of GBP0.2 million of the Loan Notes is conditional on shareholder approval as set out below.
Details of the Placing
The Company has raised GBP0.7 million (before expenses) by way of a non-pre-emptive placing of 32,710,300 New Ordinary Shares at a price of 2.14 pence per New Ordinary Share.
The Placing is conditional upon, amongst other things, admission of the New Ordinary Shares to trading on AIM becoming effective ("Admission"). Application is being made for the Placing Shares to be admitted to trading on AIM, and it is expected that Admission will become effective and trading in the Placing Shares will commence on AIM at 8:00 a.m. on 10 May 2013.
The Placing Shares will represent approximately 2.1 per cent. of the enlarged issued share capital of the Company immediately after Admission and will, when issued, rank in full for all dividends and other distributions declared, made or paid following their date of issue and otherwise will rank pari passu in all respects with the other Ordinary Shares then in issue.
Following Admission, the Company's total issued share capital will consist of 1,591,941,620 Ordinary Shares. No Ordinary Shares are held in treasury and therefore the number of Ordinary Shares with voting rights will be 1,591,941,620.
Details of the Loan Notes
The Loan Notes are repayable in full on 8 May 2016 being three years from the date of issue.
The Loan Notes are convertible into New Ordinary Shares at the effective price of 2.14p per New Ordinary Share, being a discount of 42.9 per cent. to the share price at close of business on 2 May 2013, the latest practicable date prior to the release of this announcement. If the Loan Notes were converted in full, the New Ordinary Shares issued as a result would represent approximately 11.2 per cent of the Company's issued share capital on Admission. The Loan Notes bear interest at a rate of 9 per cent. per annum which is paid by the Company quarterly in arrears.
It is intended that the Loan Notes are secured against the assets of the Company by way of a general security deed. The granting of this security is subject to shareholder approval and an Extraordinary General Meeting of the Company will be convened in order for this security to be granted. In the event that such shareholder approval is not obtained and the security deed is not made effective by 3 September 2013, the Loan Notes and accrued interest become immediately repayable.
The Loan Notes may be converted into New Ordinary Shares at any time by the Loan Note Holders. The Company has the ability to convert the Loan Notes in whole or in part from 3 November 2014, provided that the average share price of the Company's Ordinary Shares has been above 10 pence per Ordinary Share for a period of at least 20 consecutive business days.
The Company may redeem the Loan Notes prior to their maturity in consideration of payment of an early redemption fee. The quantum of such fee will depend on the length of time between the redemption date and the maturity of the Loan Notes.
Admission
The Loan Notes will not be admitted to trading. The Company has adequate authority to issue the 200,934,579 New Ordinary Shares which may be issued on conversion of the Loan Notes. The Company may also convert the accrued and unpaid interest on the Loan Notes if to do so would not breach the ASX Listing Rules. These New Ordinary Shares will rank pari passu with the existing ordinary shares and application for admission to trading on AIM will be made at the appropriate time.
Use of proceeds
The proceeds of the Placing and the issue of the Loan Notes will be used to provide further working capital for the Company. The Company expects that, with the addition of these funds, it will have sufficient working capital to meet its needs through to the end of calendar year 2013.
Directors` participation
Alasdair Locke, Chairman of Ceramic, has agreed to subscribe for GBP200,000 of the Loan Notes (approximately 4.7 per cent. of the Loan Note issue). Under the rules of the Australian Securities Exchange his participation is subject to shareholder approval and an Extraordinary General Meeting of the Company will be convened in order for this approval to be granted.
Alasdair Locke currently holds 73,912,988 Ordinary Shares representing 4.7 per cent. of the issued share capital of the Company and on conversion (assuming no other conversion of Loan Notes nor any conversion of any accrued and unpaid interest) Alasdair Locke will hold 83,258,782 Ordinary Shares representing 4.6 per cent. of the enlarged issued share capital of the Company.
Related Party Matters
Under AIM Rule 13, the subscription for Loan Notes by Alasdair Locke detailed above is a related party transaction by virtue of him being a director of the Company.
The independent directors of the Company, having consulted with Arden Partners, the Company's nominated adviser, consider the subscription by Alasdair Locke to be fair and reasonable insofar as Ceramic's shareholders are concerned.
Restoration of trading of Ordinary Shares
It is anticipated that the Ordinary Shares will be restored to trading on the AIM market of the London Stock Exchange upon receipt of funds from the Loan Note Holders (with the exception of the subscription from Alasdair Locke, Chairman, which is subject to shareholder approval). It is anticipated that these funds will be received within 2 business days and a further announcement will be made at this time.
Bob Kennett, Chief Executive Officer commented:
"We are delighted to have been well supported by a number of blue chip institutional investors.
"Having proved the commercialisation of our technology we are now rapidly moving towards a major increase in the volumes sold by the Company. This fund raise will allow us to meet the working capital requirements of the initial phase of this ramp up and the Board considers that it would be in the best interests of shareholders to raise these funds in this manner to allow the Company to take advantage of these opportunities."
