24 November 2021
SIMEC Atlantis Energy Limited
(“SAE”, the “Company” and, together with its subsidiaries, the “Group”)
Extraordinary General Meeting
SAE announces that a circular containing a notice convening an extraordinary general meeting of the Company (the “EGM”) will be posted to shareholders today.
Shareholder approval is being sought for the appointment of Moore Stephens LLP (“Moore Stephens”) as auditors of the Company to hold office until the conclusion of the next annual general meeting of the Company at which the audited financial statements are laid, together with authority for the directors of the Company to set the remuneration of the auditors. At the time of publication of the Company’s annual report for the year ended 31 December 2020 and as noted in this year’s notice of annual general meeting held on 18 August 2021, Ernst & Young LLP (“EY”) had expressed their desire not to seek reappointment as the Company’s external auditor and agreed to stay in office until such time as a replacement auditor was appointed prior to the Company’s next annual general meeting. The appointment of Moore Stephens is conditional on the resignation of EY as auditors of the Company, including EY obtaining approval from the Accounting and Regulatory Authority of Singapore to resign.
The Company is also seeking shareholder approval for the authority to allot and issue up to 40,000,000 ordinary shares on a non-pre-emptive basis to satisfy the Company’s obligations pursuant to or in connection with the share placement agreement and warrant instrument entered into by the Company with New Technology Capital Group, LLC (the “Investor”) on 15 December 2020, details of which were announced by the Company on 16 December 2020. The Company has since terminated the share placement agreement on 28 September 2021. The balance of funds due to the Investor under the share placement agreement is £341,000, which the Board proposes to continue to settle (along with any ordinary shares subscribed for as a result of exercise of the Investor’s warrants) through the issuance of new ordinary shares but, in the absence of having the requisite authorities to do so, the Company would otherwise be required to cash settle such amounts. To this end, the Company’s existing authorities to allot and issue shares are not currently sufficient to allow the Company to allot and issue ordinary shares to settle fully the balance of the funds due to the Investor under the share placement agreement, together with the exercise of the Investor’s warrants. Accordingly, the Company is seeking the above-mentioned shareholder approval.
The EGM will be held at 11 a.m. (London time) on Thursday, 9 December 2021 at the offices of Investec Bank plc, 30 Gresham Street, London, United Kingdom, EC2V 7QP. In light of the Covid-19 outbreak and the need to protect the health and wellbeing of shareholders and employees, the Extraordinary General Meeting will take place as a closed meeting and shareholders and advisors will not be able to attend in person. The Company will make arrangements so that a minimum quorum of shareholders is present and the legal requirements to hold a valid Extraordinary General Meeting are satisfied. If shareholders wish to access the meeting electronically, a live audio-only stream will be available at https://link.simecatlantis.com/EGM. The submission of questions to the Chairman in advance of the meeting, addressing substantial and relevant matters can also be made through the Company’s website at “Contact Us”.
A copy of the circular will be available from the Company’s website at www.simecatlantis.com.
SIMEC Atlantis Energy Limited +44 (0) 7739 832 446
Sean Parsons, Director of External Affairs
Investec Bank plc +44 (0) 20 7597 5970
(Nominated adviser and Joint Broker)
Arden Partners plc +44 (0) 20 7614 5900
Notes to Editors
SIMEC Atlantis Energy
SAE is a global developer, owner and operator of sustainable energy projects with a diverse portfolio in various stages of development. This includes a 77 per cent. stake in the world’s largest tidal stream power project, MeyGen, 100 per cent. of the 220MW Uskmouth Power Station conversion project and 100 per cent. of Green Highland Renewables, a leading developer of mini-hydro projects.
More on the MeyGen Project: https://simecatlantis.com/projects/meygen/
More on the Uskmouth Project: https://simecatlantis.com/project-development-operation/simec-uskmouth-power/