Active Energy Group Plc / EPIC: AEG / Sector: Alternative Energy

10 June 2022

Active Energy Group Plc
("Active Energy" or the "Company")

Posting of report and accounts, notice of annual general meeting and proposed share consolidation

Posting of report and accounts, notice of annual general meeting

Active Energy, the London quoted international biomass based renewable energy business, announces that the Company's Annual Report and Accounts for the year ended 31 December 2021, together with the Notice of the Company's 2022 Annual General Meeting (the "AGM") will shortly be available to download from the Company's website at www.aegplc.com and will be posted to Company shareholders later today.

The AGM will be held at the Novotel London Paddington, 3 Kingdom Street, London W2 6BD at 9:00 a.m. on Monday, 4 July 2022.

It is currently envisaged that the AGM will be run as an open meeting. However, the Company reserves the right to put in place appropriate COVID-19 security measures. 

Shareholders are encouraged to vote by proxy and appoint the Chairman of the meeting as their proxy for this purpose (rather than their own choice of person) to ensure that their vote is counted if they are unable to attend the meeting.

A personalised form of proxy will be sent to shareholders and a form for use will also be available for download on the Company's website.

Proposed share consolidation

As part of the business of the AGM, the Company is proposing a consolidation of its share capital (the "Consolidation"). The Board considers that this proposed Consolidation could improve market liquidity by reducing the volatility and spread of the Company's ordinary shares and make trading in the Company's shares more attractive to a broader range of institutional investors. Furthermore, the Directors believe that the Consolidation will mean that the Company's share price complies with the rules for listing on the OTCQB.

The Company is proposing to consolidate every 35 existing ordinary shares of £0.001 each ("Existing Ordinary Shares") into one new ordinary share of £0.0035 each ("New Ordinary Share"). Subject to the passing of the AGM resolution, the Consolidation will take effect at the close of business on the date of the AGM ("Record Date").

The proportion of the issued ordinary share capital of the Company held by each shareholder immediately before and after the Consolidation will remain, save for fractional entitlements (as detailed below), unchanged.

New share issue

To effect the Consolidation, it will be necessary to issue such minimum number of additional Existing Ordinary Shares so that the aggregate nominal value of the ordinary share capital of   the Company is exactly divisible by 35. It is therefore expected that 15 Existing Ordinary Shares will be issued at nominal value to the Company Secretary on the date of the AGM.

Fractions

No shareholder will be entitled to a fraction of a New Ordinary Share and where, as a result of  the Consolidation, any shareholder would otherwise be entitled to a fraction of a New Ordinary Share in respect of their holding of Existing Ordinary Shares at the Record Date (a "Fractional Shareholder"), such fractions will be aggregated with the fractions of New Ordinary Shares to which other Fractional Shareholders may be entitled so as to form full New Ordinary Shares and sold in the market. The costs, including the associated professional fees and expenses, that would be incurred in distributing such proceeds are likely to exceed the total net proceeds  distributable to such Fractional Shareholders. The Board is therefore of the view that, as a result of the disproportionate costs in such circumstances, it would not be in the Company's best interests to distribute such proceeds of sale and the proceeds will instead be retained for the benefit of the Company or donated to charity.

The provisions set out above mean that any such Fractional Shareholders will not have a resultant proportionate shareholding of New Ordinary Shares exactly equal to their proportionate holding of Existing Ordinary Shares. Shareholders with only a fractional entitlement to a New Ordinary Share (i.e. those shareholders holding a total of fewer than 35 Existing Ordinary Shares at the Record Date) will cease to be a shareholder of the Company.

Accordingly, shareholders currently holding fewer than 35 Existing Ordinary Shares who wish to remain a shareholder following the Consolidation would need to increase their shareholding to at least 35 Existing Ordinary Shares prior to the Record Date. Shareholders in this position are encouraged to obtain independent financial advice as appropriate before taking any action.

Shareholders with holdings of Existing Ordinary Shares in both certificated and uncertificated   form will be treated as having separate holdings for the purpose of calculating their entitlement to New Ordinary Shares.

Shareholder approval

The resolution to approve the Consolidation must be passed by an ordinary resolution of shareholders to become effective.

Effect of the Consolidation on LTIPs, share options and warrants

Following the Consolidation, it is proposed that the number of shares subject to any      outstanding LTIPs, share options or warrants ("Dilutive Instruments") and the exercise price payable on exercise of such Dilutive Instruments will be adjusted by the Board in such manner and with effect from such date as the Board may determine to be appropriate.

The effect of these adjustments will be that, following the Consolidation, the number of shares subject to any Dilutive Instrument will decrease broadly to 1/35^th of their number prior to the Consolidation whilst the price payable for the exercise of each Dilutive Instrument will increase broadly by a multiple of 35. There should, therefore, be no material alteration to the current potentially dilutive effects of the Dilutive Instruments.

Notice of the adjustments to the Dilutive Instruments will be sent to individual holders as soon as reasonably practicable following the Consolidation becoming effective.

ISIN and SEDOL codes

Following the Consolidation, the New Ordinary Shares will trade under the following codes:

·     ISIN              GB00BPG7NS80

·     SEDOL          BPG7NS8

Issued share capital

Immediately following the Consolidation, the issued share capital of the Company is     expected to be 161,863,136 New Ordinary Shares (assuming a further 15 Existing Ordinary Shares are issued at nominal value to the Company Secretary on the date of the AGM to effect the Consolidation as described above under the heading  "New share issue").

Rights of the New Ordinary Shares

Other than a change in nominal value, the New Ordinary Shares will have the same rights and be subject to the same restrictions as the Existing Ordinary Shares from which they will be derived, including voting, dividend and other rights. Following the Consolidation each shareholder will hold 1 New Ordinary Share for every 35 Existing Ordinary Shares held immediately before the Consolidation.

Admission of, and dealings in, the New Ordinary Shares

Application will be made for the New Ordinary Shares to be admitted to trading on AIM and, assuming that the relevant resolution is passed by shareholders, dealings in the Existing Ordinary Shares are expected to cease at the close of business on 4 July 2022 and dealings in the New Ordinary Shares are expected to commence at 8:00 a.m. on 5 July 2022.

EXPECTED TIMETABLE FOR THE SHARE CONSOLIDATION

About Active Energy Group:

Active Energy Group plc is a London listed (AIM: AEG) renewable energy company that has developed a proprietary technology which transforms low-cost biomass material into high-value green fuels. Its patented product CoalSwitch® is the world's only drop-in biomass fuel that can be mixed at any ratio with coal or completely replace coal in existing coal-fired power stations without requiring significant plant modification. Active Energy Group's immediate strategic focus is the production and commercialisation of CoalSwitch®.