Schedule One - Elcogen Group PLC | RNS | Ticker

Schedule One - Elcogen Group PLC

RNS Announcement

RNS Number : 7418Y

AIM

17 May 2021

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

COMPANY NAME:

Baltic Newco Limited, to be re-registered as a public company and renamed Elcogen Group plc ("Company") and which is to be the new holding company of Elcogen AS ("Elcogen" or the "Group")

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :

Registered address of the Company:

Highdown House

Yeoman Way

Worthing

BN99 3HH

Current registered and trading address of Elcogen AS:

Valukoja 23,

11415 Tallinn

Estonia

COUNTRY OF INCORPORATION:

Elcogen Group plc: England and Wales

Elcogen AS: Estonia

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

Company website address containing all information required by AIM Rule 26 from admission:

www.elcogen.com

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

Elcogen is a manufacturer of ceramic anode-supported, low temperature solid oxide cell technology. Elcogen has two core product lines, ElcoCell and ElcoStack, with a wide range of end-use cases. Both product lines are used by customers to integrate into their own end products or systems either for distributed power generation (fuel cells), green hydrogen production (electrolysers) or syngas production (co-electrolysis).

The Group operates in Estonia and Finland with headquarters in Tallinn, Estonia.

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

Number of ordinary shares of £0.01 each in nominal value ("Ordinary Shares") for which Admission will be sought: TBC

Placing price per Ordinary Share: TBC pence

There are no restrictions as to the transferability of the Ordinary Shares.

No Ordinary Shares will be held in treasury on Admission.

CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

Primary capital to be raised on Admission: £TBC million

Secondary offering: £TBC million

Market capitalisation on Admission: £TBC million

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

TBC per cent.

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED:

N/A

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

Christopher John Nash (Independent Non-Executive Chairman)

Enn Õunpuu (Chief Executive Officer)

Henri Kaar (Chief Financial Officer)

Jack Byron Boyer (Senior Independent Non-Executive Director)

Carolyn Sarah Clarke (Independent Non-Executive Director)

Vesa Markku Sadeharju (Non-Executive Director)

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

Shareholder	% of ISC pre - Admission	% of ISC post-Admission
Power Fund II KY	28.9	TBC
Biofuel OŰ	21.2	TBC
Hamresol Invest OŰ⁽¹⁾	15.8	TBC
Amalfi AS	13.3	TBC
OÜ Estrex Invest	4.8	TBC

⁽¹⁾Enn Õunpuu (CEO) is a director and has an indirect economic interest in the proceeds of sale of the Ordinary Shares held by Hamresol Invest OŰ in Elcogen

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

Megapiksel Stuudio OÜ

Aavik & Partnerid Advokaadibüroo OÜ

Ruston McQueen Ltd

Pikaro Advisory OÜ

Ernst & Young Baltic AS

FIT Remuneration Consultants LLP

Brave Consultancy OÜ

Hamresol Holding OÜ

(i) ANTICIPATED ACCOUNTING REFERENCE DATE

(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)

(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

(i) 31 December

(ii) 31 December 2020 (annual audited accounts)

(iii) 30 September 2021 (half yearly report for the six month period to 30 June 2021)

30 June 2022 (annual accounts for the full year to 31 December 2021)

30 September 2022 (half yearly report for the six month period to 30 June 2022)

EXPECTED ADMISSION DATE:

Early June 2021

NAME AND ADDRESS OF NOMINATED ADVISER:

Liberum Capital Limited

Ropemaker Place

Level 12

25 Ropemaker Street

London EC2Y 9LY

NAME AND ADDRESS OF BROKER:

Liberum Capital Limited

Ropemaker Place

Level 12

25 Ropemaker Street

London EC2Y 9LY

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

A copy of the admission document containing full details about the applicant and the admission of its securities will be available on the Company's website at:

www.elcogen.com

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

QCA Corporate Governance Code

DATE OF NOTIFICATION:

17 May 2021

NEW/ UPDATE:

New

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RNS metadata

Title: Schedule One - Elcogen Group PLC
Time: 08:00:01
Date: 17 May 2021
Category: Capital structure
ID: 7418Y