- Title:
Schedule One - Future Biogas Group plc - Time:
15:00:04 - Date:
11 Jun 2021 - Category:
Capital structure - ID:
6853B
| ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES") |
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| COMPANY NAME: |
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Future Biogas Group plc (the "Company")
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| COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) : |
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10-12 Frederick Sanger Road, Guildford, Surrey, United Kingdom, GU2 7YD
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| COUNTRY OF INCORPORATION: |
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England and Wales
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| COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26: |
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| 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: |
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Future Biogas Group plc is a newly formed holding company which will acquire 100% of Future Biogas Limited ("FBL"), a company registered in England and Wales, by means of a share for share transaction to be effected prior to Admission.
Future Biogas is a clean energy company that operates biogas plants in the UK. It is one of the largest biogas producers in the UK, delivering approximately 5,000 cubic metres per hour of green gas to the Gas Grid. In 2020, the ten biogas plants operated by the Group generated over 426 GWh of renewable energy.
Biogas is produced through a process called anaerobic digestion, whereby organic matter such as biomass or green waste is broken down to produce biogas and biofertiliser in a sealed oxygen free (hence anaerobic) tank called a biodigester. The biomass feedstock used in the biogas plants operated by the Group is mainly purpose grown energy crop sourced from farms local to the plants. The biogas is upgraded to biomethane on site by removing any residual carbon dioxide so that can it then be delivered directly into the local Gas Grid. Biomethane is considered to be a renewable energy source by the International Energy Agency.
FBL was formed in 2010 by Philipp Lukas, the CEO of the Group, in order to develop and operate biogas plants. The Group has deployed over £125 million and built 12 biogas plants in the UK since then, largely through tax efficient funding such as VCT and EIS.
In addition to the biogas plants it operates on behalf of third parties, the Company intends to build on its experience by constructing its own portfolio of new bioenergy plants with carbon capture storage ("BECCS"). BECCS plants can capture and permanently remove from the environment the carbon dioxide produced as a by-product of the biomethane production process as well as generate a reliable source of clean energy.
With BECCS, the anaerobic digestion process turns from a low carbon activity into one that is carbon-negative, actively reducing the net amount of carbon dioxide in the atmosphere which, in turn, is expected to help tackle climate change.
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| 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): |
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TBC ordinary shares of £0.01 each in the capital of the Company.
Issue Price: TBC pence
Each ordinary share carries one vote and the right to dividends.
There are no restrictions on transferability.
No ordinary shares will be held as treasury shares on Admission to AIM.
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| CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION: |
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Target fund raise: up to £35 million
Anticipated market capitalisation on Admission: TBC
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| PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION: |
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TBC
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| 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: |
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None
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| 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): |
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Humphrey Alexander Lloyd, Non-executive Chairman Philipp Hagen Lukas, Chief Executive Officer Harveen Rai, Chief Financial Officer Colin Paul Mills, Managing Director David William Morgan, Senior Independent Non-executive Director Dr Martin Macdonald Grant, Independent Non-executive Director Dr Tina Lorraine Barsby OBE, Independent Non-executive Director
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| 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): |
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| NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES: |
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Marechale Capital plc Advisory services Stevens & Bolton LLP Legal Services Bennett Brooks & Co Ltd Tax Advice FIT Remuneration Consultants LLP Remuneration Consultants SEC Newgate UK Limited Public Relations Dink Consultants Website
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| (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: |
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(1) 31 May
(2) 30 November 2020
(3) 30 November 2021, 28 February 2022, 30 November 2022
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| EXPECTED ADMISSION DATE: |
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Early July 2021
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| NAME AND ADDRESS OF NOMINATED ADVISER: |
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Cairn Financial Advisers LLP Cheyne House Crown Court 62-63 Cheapside EC2V 6AX
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| NAME AND ADDRESS OF BROKER: |
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Tennyson Securities, a division of Shard Capital Partners LLP 65 Petty France London SW1H 9EU
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| 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: |
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Electronic copies of the Admission Document will be available from the CompanyÕs website, www.futurebiogas.com, from Admission.
The Admission Document will contain full details about the applicant and the admission of its securities.
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| THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY |
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QCA Corporate Governance Code
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| DATE OF NOTIFICATION: |
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11 June 2021
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| NEW/ UPDATE: |
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New
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Schedule One - Future Biogas Group plc15:00:0411 Jun 2021Capital structure6853B