£20.0 million Placing & Proposed Admission to AIM

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES (INCLUDING ITS TERRITORIES AND DEPENDENCIES, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) (COLLECTIVELY, THE "UNITED STATES"), CANADA, AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW

This announcement is not an admission document or a prospectus and does not constitute or form part of an offer to sell or issue or a solicitation of an offer to subscribe for or buy any securities in any jurisdiction, including in or into the United States, Australia, Canada, Japan, the Republic of South Africa, the Republic of Ireland or any other jurisdiction where to do so might constitute a violation or breach of any applicable law nor should it be relied upon in connection with any contract or commitment.  Investors should not purchase any shares referred to in this announcement except on the basis of information in the admission document (the "Admission Document") to be published by Eneraqua Technologies plc on or around the date of this announcement in connection with the proposed admission of all of its issued ordinary shares of 1 pence each ("Ordinary Shares") to trading on AIM, a market operated by the London Stock Exchange plc ("AIM")("Admission"). Copies of the Admission Document will be available from the Company's website at www.eneraquatechnologies.com.

17 November 2021

ENERAQUA TECHNOLOGIES PLC

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

£20.0 million Placing

and

Proposed Admission to AIM

Eneraqua Technologies plc, a specialist provider of energy and water efficiency solutions, is pleased to announce that it has sought admission of its entire issued ordinary share capital to trading on AIM, following an oversubscribed institutional placing raising approximately £12.0 million of new capital to support its next stage of its growth with expansion into new markets both organically and potentially through acquisitions. In addition, existing Ordinary Shares have been placed on behalf of the Selling Shareholders at the Placing Price, raising gross proceeds of £8.0 million.

The Group is placing 7,218,379 new and existing Ordinary Shares (the "Placing Shares") at a price of 277 pence per share (the "Placing Price"). The Placing will raise a total of £20.0 million (before expenses), comprising £12.0 million for the Company and £8.0 million for existing shareholders. On Admission, the Company will have 33,222,130 Ordinary Shares in issue. The market capitalisation of the Company at the Placing Price will be approximately £92.0 million immediately following Admission. Admission and commencement of dealings on AIM are expected to take place at 8:00 a.m. on 22 November 2021, under the ticker ETP.

Overview of Eneraqua Technologies

Eneraqua Technologies is a specialist in energy and water efficiency, helping customers to reduce carbon emissions and water consumption to meet corporate goals, comply with increasing regulation and save money. The Group's services are split into two divisions: energy and water. Energy is the larger division and provides turnkey solutions for decarbonisation through heating and hot water systems for multiple occupancy social housing and commercial projects. The water division is focused on water efficiency upgrades for utilities and commercial clients such as hotels and care homes. These activities are underpinned by the Company's wholly-owned technology solutions which reduce water wastage and improve the performance of heating and hot water systems.

The Company is expected to qualify for the London Stock Exchange's Green Economy Mark from Admission, recognising that the Company will derive 50% or more of its annual revenues from products and services that contribute to the global green economy.

The Company has 94 full time employees, with the majority employed within the UK.

Key Highlights

Mitesh Dhanak, CEO of Eneraqua Technologies, commented: "We are very pleased to be announcing a successful placing and proposed Admission to AIM which marks an important milestone in our development. We have grown the business to date through a focused strategy, involving both organic growth and acquisitions, and an IPO allows us to accelerate our expansion into new markets and geographies. We are proud of the role we play in helping our customers meet their Net Zero and sustainability goals and we look forward to this next stage in the Group's evolution."

For more information, please contact:

The Company's ISIN is GB00BNYDGM91 and its SEDOL is BNYDGM91. To find out more, please visit:  www.eneraquatechnologies.com 

The Board

Guy Stenhouse - Independent Non-Executive Chairman

Guy had an extensive career in corporate finance at Noble Grossart Ltd and has served as independent non-executive director for a number of companies. He is Chairman of Shancastle Investments Ltd and Ebico Ltd and an active member of the Advisory Council of Scottish Business UK.

Mitesh Dhanak - Chief Executive Officer

Mitesh has been CEO of the Group since 2012. Prior to this, Mitesh was the Director of Strategy (non-board) at Carillion Energy Services after Carillion acquired Eaga plc. Mitesh worked at Eaga from 2006 to 2011. Mitesh holds an MBA from Imperial College Business School.

Iain Richardson - Chief Financial Officer

Prior to joining the Group, Iain worked as the Finance Director at Cheaper Waste. Before this, he was the CFO of Winn Holding Group for eight years and a Corporate Finance Director at Tait Walker. Iain is a Chartered Accountant.

Sarah Cope - Independent Non-Executive Director

Sarah Cope has over 23 years' experience as a capital markets investment banker and has held senior corporate finance and ECM roles at firms including Seymour Pierce, RBC Capital Markets and Cantor Fitzgerald advising small and mid-sized companies. Sarah now holds several non-executive director roles for listed companies including AIM traded Helium One Global Limited.

Bill Tame - Independent Non-Executive Director

Bill's extensive career includes global industrial and engineering companies. Prior to joining Eneraqua Technologies, Bill was a Non-Executive Director at Aston Martin Lagonda Global Holdings plc. Bill was Group Financial Director and subsequently CEO of the International division at Babcock International Group plc for 17 years and was Chairman of Southern Water Services Ltd from 2017 to 2019. Bill is a Chartered Accountant.

Dave Routledge - Non-Executive Director

Dave joined the Group as a Non-Executive Director in February 2013. Prior to this, Dave was an Executive Director at Eaga plc, a FTSE 250 listed, green support services business. Before this, Dave was the Managing Director at Reivers Development, a performance improvement consultancy. Dave currently holds non-executive director and chairman roles in a number of private companies.

Important Notices:

This announcement is for information purposes only and does not constitute, or form part of, any offer or invitation to sell, allot or issue, or any solicitation of any offer to purchase or subscribe for, any securities in the Company in any jurisdiction nor shall it, or any part of it, or the fact of its distribution, form the basis of, or be relied on in connection with or act as an inducement to enter into, any contract or commitment therefor.

finnCap Ltd ("finnCap") which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for the Company and no-one else in connection with Admission. finnCap will not regard any other person as its client in relation to Admission and will not be responsible to anyone other than the Company for providing the regulatory protections afforded to its clients, nor for providing advice in relation to the contents of this announcement or any transaction, arrangement or other matter referred to herein.

This announcement is not for publication or distribution, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, the Republic of South Africa, the Republic of Ireland, New Zealand, Japan or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement does not form the basis of or constitute any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any Ordinary Shares or any other securities nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract or commitment therefor. In particular, this announcement does not constitute an offer to sell, or a solicitation of an offer to buy, Ordinary Shares in the United States. Ordinary Shares may not be offered or sold in the United States absent registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"), except pursuant to an available exemption from, or in a transaction not subject to, the registration requirements under the Securities Act. The Ordinary Shares have not been, and will not be, registered under the Securities Act and will not be offered to the public in the United States. The Ordinary Shares have not been and will not be registered under the applicable securities laws of the Australia, Canada, the Republic of South Africa, the Republic of Ireland, New Zealand or Japan. Subject to certain exceptions, the Ordinary Shares may not be offered or sold in Australia, Canada, the Republic of South Africa, the Republic of Ireland, New Zealand or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, the Republic of South Africa, the Republic of Ireland, New Zealand or Japan. There will be no public offer of the Ordinary Shares in Australia, Canada, the Republic of South Africa, the Republic of Ireland, New Zealand or Japan or elsewhere.

This announcement is only addressed to and directed at: (A) if in member states of the European Economic Area (the "EEA"), persons who are "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation (EU) 2017/1129 (as amended) ("Qualified Investors"); and (B) if in the United Kingdom, persons who are (a) both "qualified investors" within the meaning of the UK version of the EU Prospectus Regulation (2017/1129/ EU) which is part of UK law by virtue of the European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation") and either (i) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) who are high net worth entities falling within Article 49(2)(a) to (d) of the Order; or (b) other persons to whom it may otherwise lawfully be communicated (all such persons under (a) and (b) together being referred to as "relevant persons"). Any investment or investment activity to which this announcement relates will be available in the United Kingdom only to relevant persons and to Qualified Investors in any member state of the EEA and will be engaged in only with such persons.

Certain figures contained in this announcement have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this announcement may not conform exactly with the total figure given.

For the avoidance of doubt, the contents of the Group's websites are not incorporated by reference into, and do not form part of, this announcement.

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the Product Governance Requirements) may otherwise have with respect thereto, the Ordinary Shares have been subject to a product approval process, which has determined that the Ordinary Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and  eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Ordinary Shares may decline and investors could lose all or part of their investment; the Ordinary Shares offer no guaranteed income and no capital protection; and an investment in the Ordinary Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing.  Furthermore, it is noted that, notwithstanding the Target Market Assessment, finnCap will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Ordinary Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the Ordinary Shares and determining appropriate distribution channels.

Forward-looking statements:

This announcement includes statements that are, or may be deemed to be, ''forward-looking statements''. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms ''believes'', ''estimates'', ''anticipates'', ''expects'', ''intends'', ''plans'', ''may'', ''will'' or ''should'' or, in each case, their negative or other variations or comparable terminology. All statements other than statements of historical fact included in this announcement are forward-looking statements. They appear in a number of places throughout this announcement and include statements regarding the Directors' or the Group's intentions, beliefs or current expectations.

By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future and therefore are based on current beliefs and expectations about future events. Forward-looking statements are not guarantees of future performance and the Group's actual operating results and financial condition, and the development of the industry in which it operates may differ materially from those made in or suggested by the forward-looking statements contained in this announcement. In addition, even if the Group's operating results, financial condition and liquidity, and the development of the industry in which the Group operates are consistent with the forward- looking statements contained in this announcement, those results or developments may not be indicative of results or developments in subsequent periods. Accordingly, prospective investors should not rely on these forward-looking statements.

These forward-looking statements speak only as of the date of this announcement. The Company and finnCap expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward looking statements contained herein to reflect any change in the Company's expectations with regard thereto, any new information or any change in events, conditions or circumstances on which any such statements are based, unless required to do so by law or any appropriate regulatory authority.