13 June 2019
Quadrise Fuels International plc
("Quadrise", "QFI" or the "Company")
Kingdom of Saudi Arabia Services Agreement with Conditional Grant of Warrants
Quadrise is pleased to announce that the Company has entered into a Services Agreement ("SA") with Aleph Commodities Ltd ("Aleph") to provide services to the Company for the use of MSAR® in the Kingdom of Saudi Arabia ("KSA").
Following entry into the SA, Quadrise is now working with both Aleph and Al Khafrah Holding Group, Quadrise's new local KSA partner pursuant to a memorandum of agreement announced by the Company on 30 May 2019, to progress projects and supply MSAR® in the Kingdom.
The SA follows an earlier services agreement between Quadrise and Aleph in respect of Kuwait, announced by the Company on 26 February 2019.
Aleph is a UK Company that has been established recently by a small group of commodities traders with significant experience in the Middle East.
The SA provides Aleph with a success-based incentive structure, with rewards only due upon delivering relevant disclosable project milestones and on contracts that lead to the establishment of MSAR® projects and commercial sales in KSA for QFI.
The SA also provides that Aleph may be awarded up to a total of 65 million warrants over ordinary shares in the Company, provided certain key milestones are achieved:
· The first tranche of 5 million warrants will be awarded following signature, prior to the end of September 2019, of a disclosable project milestone in relation to the conclusion of an Memorandum of Understanding or similar with a KSA-based state owned organisation to initiate detailed planning activities for a pilot test for a commercial MSAR® trial in Saudi Arabia and will be exercisable for a period of 2 years from the date of the SA.
· The second tranche of 10 million warrants will be awarded following signature, during 2019, of a disclosable project milestone with associated agreements to commence a commercial MSAR® trial in KSA and will be exercisable for a period of 2 years from the date of the SA.
· The third tranche of 20 million warrants will be awarded following signature of contracts, by end 2020, for the first commercial MSAR® supply agreement in KSA following completion of pilot testing and will be exercisable for a period of 3 years from the date of the SA.
· The final tranche of 30 million warrants will be awarded upon signature of contracts by Quadrise and the Al Khafrah Holding Group, by end 2022, for local commercial production of MSAR® or associated MSAR® additives in KSA for the MSAR® business under the In-Kingdom Total Value Added ("IKTVA") programme and will be exercisable for a period of 5 years from the date of the SA.
All of the above warrants will have an exercise price of the average mid-market closing price over five days ending on and including the day after QFI publicly announces signature of the relevant project milestones and contracts.
The full award of the warrants is subject to receipt of shareholder approval at the next Quadrise annual general meeting.
Under the SA, royalties from gross revenues received by Quadrise will be payable to Aleph from any project for the supply and use of MSAR® in KSA introduced via Aleph. The SA is evergreen, unless terminated by mutual agreement with one month's notice.
KSA is a country covered by the Memorandum of Agreement ("MOA") with Al Khafrah Holding Group announced by Quadrise on 30 May 2019. Any project delivered in KSA will therefore also be subject to the terms of the MOA.
Commenting on this development Mike Kirk, Executive Chairman of QFI, said:
"I am pleased that we have been able to enter into this new services agreement with Aleph to cover the Saudi Arabian opportunity. This builds on the work that we are doing with Aleph in Kuwait and provides the structure to deliver a coherent approach in two major markets in the region and increase the efficiency of both our business development and project related activities.
As Quadrise shareholders know well, Saudi Arabia is a market in which we have substantial experience and Aleph, together with our new local partner Al Khafrah, will enable us to build on this in a positive way.
We look forward to working collaboratively with Aleph and Al Khafrah to progress potentially substantial project opportunities in the Kingdom, and to unlock the near-term value that MSAR® technology can provide for the economy.
As was the case with our arrangements with Aleph in Kuwait, the agreements are structured to align all parties to the delivery of near-term substantive project delivery milestones - which will ultimately create significant shareholder value for Quadrise."
For further information, please refer to the Company's website at www.quadrisefuels.com, or contact [email protected] or phone:
Quadrise Fuels International Plc |
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Mike Kirk, Executive Chairman |
+44 (0)20 7031 7321 |
Jason Miles, Chief Operating Officer |
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Nominated Adviser |
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Cenkos Securities plc |
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Dr Azhic Basirov |
+44 (0)20 7397 8900 |
Ben Jeynes Katy Birkin |
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Joint Brokers |
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Peel Hunt LLP |
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Richard Crichton |
+44 (0)20 7418 8900 |
Ross Allister |
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Shore Capital |
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Andy Crossley Daniel Harris |
+44 (0)20 7601 6108 |
Public & Investor Relations |
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FTI Consulting |
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Ben Brewerton |
+44 (0)20 3727 1000 |
Sara Powell |
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Notes to Editors
QFI is the supplier of MSAR® emulsion technology and fuels, a low-cost alternative to heavy fuel oil (one of the world's largest fuel markets, comprising over 450 million tons per annum) in the global power generation, shipping, steam and refining industries.
This announcement is inside information for the purposes of Article 7 of EU Regulations
