Schedule One - Eneraqua Technologies PLC | RNS | Ticker

Schedule One - Eneraqua Technologies PLC

RNS Announcement

RNS Number : 9231Q

AIM

02 November 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:

Eneraqua Technologies plc ("the Company", "the Group" or "Eneraqua")

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

Registered office address:

2 Windmill Street, Fitzrovia, London W1T 2HX

Principal trading address:

7 Bede House, Glover Industrial Estate, Washington, Tyne and Wear NE37 2SH

COUNTRY OF INCORPORATION:

United Kingdom

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

https://www.eneraquatechnologies.com/

(from Admission)

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:

The Group is a specialist in energy and water efficiency. The principal activity of the Group is the provision of turnkey solutions for decarbonisation through heating and hot water systems for multiple occupancy social housing and commercial projects. In addition, the Group delivers water efficiency upgrades for utilities and commercial clients such as hotels and care homes. These activities are underpinned by the Company's wholly-owned intellectual property, the Control Flow HL2024 family of products which reduce water wastage and improve the performance of heating and hot water systems.

The Group's services are split into two divisions: energy and water. Energy is the larger division, with the Company focused on clients with end of life gas, oil or electric heating and hot water systems. The Group provides turnkey retrofit district or communal heating systems based either on high-efficiency gas or ground/air source heat pump solutions. The incorporation of the Control Flow HL2024 products into these systems helps improve performance and reduce costs for both the property owner and resident.

The water division is a growing service offering focused on water efficiency upgrades utilising the patented Control Flow HL2024 technology. Control Flow HL2024 is a pressure independent flow control family of products which reduce water wastage and improve end user experience by reducing the fluctuations in flow which occur in systems. As well as controlling the input flow into properties, Control Flow HL2024 can also be used for individual showers to reduce temperature fluctuations.

The Company's main country of operation is the United Kingdom. The Company's head office is based in London with the main administration centre at Washington (Sunderland). Additional offices are located in Leeds, Kolkata, Toledo and Emmen. The Company has 94 full time employees, with the majority employed within the UK.

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):

There will be one class of ordinary share admitted to trading.

TBC ordinary shares of 1p each at a Placing price of TBC per ordinary share.

No ordinary shares held in treasury.

The ordinary shares will be freely transferable and have no restrictions as to transfer placed on them.

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

Capital to be raised on Admission: £TBC million primary and £TBC million secondary.

Anticipated market capitalisation on admission: £TBC million.

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

Approximately 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:

None

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):

Richard Guy Thomas Stenhouse - Independent Non-Executive Chairman

Mitesh Ramji Dhanak - Chief Executive Officer

Iain Stuart Richardson - Chief Financial Officer

David (Dave) Arthur Routledge - Non-Executive Director

Sarah Cope - Independent Non-Executive Director

William (Bill) Tame - Independent 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):

Investor	Pre Admission		Post Admission
	Shares	%⁴	Shares	%
Anila Dhanak¹	5,466,700	18.61	TBC	TBC
Mitesh Ramji Dhanak²	TBC	TBC	TBC	TBC
Joseph Andrew (Drew) Johnson³	4,577,000	15.58	TBC	TBC
David (Dave) Arthur Routledge	4,577,000	15.58	TBC	TBC
Ian Daniel McLeod³	4,289,000	14.60	TBC	TBC
James Robert Waring³	3,053,400	10.39	TBC	TBC
Gary James Copeland³	2,058,600	7.01	TBC	TBC
Hayley Louise Peters³	1,232,400	4.19	TBC	TBC
Daniel Rigby Ludgate	1,058,300	3.60	TBC	TBC

¹Wife of Mitesh Dhanak (CEO of the Company).

²Mitesh Dhanak owns certain growth shares which will convert into ordinary shares prior to Admission. The number of ordinary shares is dependent on IPO valuation achieved.

³Current Eneraqua Director stepping down from Board prior to Admission.

⁴% shareholding based on current issued share capital.

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

(a) Ernst & Young LLP

(b) Sarah Cope

(d) FIT Remuneration Consultants LLP

(e) Orana Corporate LLP

(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 January

(ii) 31 July 2021

(iii) 31 July 2022 (12 month audited accounts to 31 January 2022)

31 October 2022 (6 month unaudited accounts to 31 July 2022)

31 July 2023 (12 month audited accounts to 31 January 2023)

EXPECTED ADMISSION DATE:

22 November 2021

NAME AND ADDRESS OF NOMINATED ADVISER:

finnCap Ltd

One Bartholomew Close

London

EC1A 7BL

NAME AND ADDRESS OF BROKER:

finnCap Ltd

One Bartholomew Close

London

EC1A 7BL

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:

Electronic copies of the Admission Document will be available on the Company's website from the date of Admission.

The Admission Document will contain full details about the Company and the admission of its securities.

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

QCA Corporate Governance Code

DATE OF NOTIFICATION:

2 November 2021

NEW / UPDATE:

New

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END

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RNS metadata

Title: Schedule One - Eneraqua Technologies PLC
Time: 08:00:02
Date: 2 Nov 2021
Category: Capital structure
ID: 9231Q