LONDON (Alliance News) - Intelligent Energy Holdings PLC on Tuesday said it has agreed the terms of a GBP30.0 million fundraising through issuing convertible loan notes, which would give shareholder Meditor Capital Management Ltd a stake of between 59% and 72% if converted.
This comes one month after Intelligent Energy announced plans to undertake "a material restructuring" having warned that it would be unable to complete a funding process by the end of its first quarter.
The company, a developer of hydrogen fuel cell technologies, said on Tuesday that GBP30.0 million gross financing has been irrevocably secured from its largest shareholder Meditor, an investment company. Meditor has permitted Intelligent Energy to seek additional investors to subscribe for up to a maximum of GBP14.5 million of the convertible loan notes.
If additional subscribers are found, Intelligent Energy said, those subscriptions will reduce the number of convertible loan notes taken up by Meditor by a corresponding amount.
The additional subscribers will be sought on the basis of an accelerated timetable, Intelligent Energy said, and, as such, there will be a limited timeframe in which qualifying investors can subscribe.
Intelligent Energy said it will seek the approval of shareholders for the issuance of the convertible loan notes, as, if all were converted, this would give Meditor a stake of between 58.9% and 72.2%, depending on the level of subscriptions to the loan notes by other investors. As such, the company needs shareholder approval for a Rule 9 Waiver related to takeover-bid requirements, and will be holding a general meeting for shareholders to vote. A further announcement on when this general meeting will take place will be "made at the appropriate time", Intelligent Energy said.
Should the resolutions be passed, Intelligent Energy said the loan notes will be able to be converted into shares at a conversion price of 8.00 pence per share at any time until May 17.
Shares in Intelligent Energy were down 6.8% at 11.19p on Tuesday.
Intelligent Energy said if resolutions are not passed by June 30, it will still retain the GBP30.0 million gross funding, but in order to compensate for the inability to convert the loan notes, the nominal value of the loan notes would increase to GBP42.0 million from GBP30.0 million and the interest rate would increase to 18.2% per year from 13% per year.
After the convertible loan note subscription agreement is executed, Meditor is to receive a GBP2.3 million arrangement fee for leading the fundraising, Intelligent Energy said, adding that Meditor has agreed to reinvest GBP1.3 million of the arrangement fee by way of a subscription for 14.1 million shares at a price of 8.00p per share. Following this, but prior to any conversion of loan notes, Meditor would hold a 20.75% stake.
Intelligent Energy said it will use the funds to cover restructuring costs.