Bondholders Agreement to Revise Existing Terms

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

14 February 2020

Active Energy Group Plc

('Active Energy', 'AEG' or the 'Company')

Convertible Loan Note - Bondholders Agreement to Revise Existing Terms  

Active Energy, the London quoted international biomass based renewable energy business, is pleased to announce that it has reached an agreement with all of its bondholders (the "Bondholders") to revise the terms and conditions of the outstanding convertible bond, which was first announced by the Company on 15 March 2017 (the "Convertible Bond' or "Bonds").  

The Convertible Bond was issued in 2017 with a maturity date of 14 March 2022 and an interest coupon of 8% per annum, payable quarterly in arrears. All of the Bondholders have now agreed that payment of these cash coupon payments will not be required for the 12-month period ending 30 September 2020 (the "Deferral Period").  It has been agreed that the Company has the option to decide  that the coupon payment maybe by either (1) in cash or (2) via the issuance of additional Bonds in regard to each relevant quarter during the Deferral Period.

The deferral of coupon payments by the Bondholders will allow the Company to focus its capital on current activities at the Company's Lumberton site in North Carolina ("Lumberton" or the "Lumberton Site") which will include the construction of a 5 tonne per hour CoalSwitch^TM plant to facilitate the production of CoalSwitch^TM and second-generation biomass pellets coupled with various lumber production initiatives. The Company's Directors estimate the deferral of cash coupon payments by the Bondholders will enable Active Energy to conserve approximately £1.2 million of cash throughout the Deferral Period

In addition, certain Bondholders have elected to convert a total of 67,687 Bonds into new ordinary shares of 1p each in the capital of the Company ( the "Ordinary Shares") at a price of 1p per share, pursuant to the terms of the Convertible Bond.  Accordingly, 6,768,700 new Ordinary Shares will be issued to the Bondholder in accordance with the terms of the Convertible Bond (the "Conversion Shares").

Total Voting Rights

Application has been made for the Conversion Shares, which will rank pari passu with the existing Ordinary Shares, to be admitted to trading on AIM ("Admission"). It is expected that Admission will become effective and dealings will commence at 8:00am on or around 19 February 2020.   

Following Admission, the Company's enlarged issued share capital will comprise 1,208,675,651 Ordinary Shares with voting rights.  This figure may therefore be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FCA's Disclosure and Transparency Rules.

AEG, CEO, Michael Rowan said, "The Board of AEG has worked hard in recent weeks to secure these revised financial arrangements for the Company and is grateful for the demonstrable support from the Bondholders. At this stage of our development plans, we are fully focused on optimising the use of capital to develop all the revenue generating opportunities at Lumberton and the development of CoalSwitch^TM and the next generation of biomass pellets. We look forward to providing all stakeholders with further updates regarding our development programme for Lumberton, including the anticipated air and construction permit approvals,  in the coming weeks."

Related Party Transaction

Gravendonck Private Foundation  ("Gravendonck") is a substantial shareholder in the Company and also a Bondholder, having subscribed for circa £1.4 million of loan notes in March 2017 pursuant to the Convertible Bond. As a Bondholder, Gravendonck is now agreeing to defer approximately £109,000 of coupon payments throughout 2020 (the "Gravendonck Deferral"). 

The Gravendonck Deferral constitutes a related party transaction in accordance with AIM Rule 13. The Company's Directors consider, after consultation with the Company's Nominated Adviser, that the terms of the Gravendonck Deferral are fair and reasonable, in so far as its shareholders are concerned.

This announcement contains inside information for the purposes of Article 7 of Regulation (EU) 596/2014.

ENDS

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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 plant modification. Active Energy Group's immediate strategic focus is the production and commercialisation of CoalSwitch™ and a low emission CoalSwitch™ blend that utilises other waste materials.