Igraine Plc - Notice of AGM, Investment Rights in GEM Energia Ltd and Board Changes

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION (EU) NO. 596/2014, AS AMENDED ("MAR"). ON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE ("RIS"), THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

Igraine plc

AQSE: KING

(“Igraine” or “the Company”)

Notice of Annual General Meeting

Exclusive Investment Rights in GEM Energia Ltd

Board Changes

Further to the announcement of 21 October 2024, Igraine is pleased to announce the posting today of its Notice of Annual General Meeting ("AGM") and Circular to Shareholders. Shareholders will be asked to approve, amongst the standard AGM Resolutions, approval for the exclusive Investment Rights over GEM Energia Limited ("GEM") and its subsidiaries battery storage projects, including a right of first refusal on all current and future battery storage projects within GEM's portfolio.

The Circular includes a Notice of AGM, Report and Accounts and a Form of Proxy for the proposed Resolutions. The AGM and Circular will shortly be available on the Company's website at https://igraineplc.com. The AGM will be held at the offices of Peterhouse Capital Limited at 3rd Floor, 80 Cheapside, London, EC2V 6EE, on 29 November 2024 at 3.00 p.m.

Subject to the passing of the Resolutions, David Levis will be appointed as Executive Director, and his appointment is detailed in the Circular.

A copy of the Executive Director’s letter contained in the Circular are set out in full below of this announcement without material amendment or adjustment.

Capitalised terms in this announcement shall have the same meaning as in the Circular.

The Directors of the Company, who have issued this RIS announcement after due and careful enquiry, accept responsibility for its content.

Enquiries

Company:

Steve Winfield (Executive Director)

Steve@igraineplc.com

Simon Grant-Rennick (Non-Executive Director)

Simon@igraineplc.com

Investor relations : info@igraineplc.com

AQSE Growth Market Corporate Adviser:

Peterhouse Capital Limited

Tel: +44 (0) 207 469 0930

Letter from the Executive Director

IGRAINE PLC

(Incorporated in England and Wales with Registered No. 06400833)
 

To the Shareholders of Igraine Plc

Grant of Investment Rights Over GEM Energia Limited (GEM)

Amendment of Investment Strategy

Loan Facility with Vela Technologies Plc

and

Notice of Annual General Meeting

Dear Shareholder,

1. Introduction

As part of Igraine Plc’s strategic expansion, the Board is pleased to propose a series of Resolutions aimed at supporting the Company’s future growth and enhancing shareholder value. These Resolutions include the allotment of relevant securities, the disapplication of pre-emption rights, and the expansion of our investment strategy, which will enable us to capitalise on new opportunities in the energy sector.

In particular, the Company is seeking Shareholder approval to allot new Ordinary Shares as part of a proposed share issuance to GEM Energia Limited ("GEM"), a company specialising in the planning development of lithium-ion battery energy storage systems across the United Kingdom. GEM, through its wholly owned subsidiary, SPVs, focuses on identifying and bringing forward the planning approvals of battery storage projects that are becoming instrumental in stabilising the national grid and facilitating the integration of renewable energy sources. As the UK's energy landscape transitions towards greener solutions, the role of battery storage is increasingly vital, ensuring the efficient utilisation of energy and enhancing grid stability.

To support these efforts, Igraine has secured exclusive Investment Rights in GEM’s battery storage projects, with a right of first refusal on all current and future projects. This arrangement not only positions Igraine to participate in high-value energy infrastructure developments but also aligns with our broader strategy of diversifying the Company’s investment portfolio.

In consideration of these Investment Rights, the Board proposes the issuance of 35,510,811 new Ordinary Shares to GEM. This issuance forms a crucial part of the agreement, providing GEM with a meaningful equity stake in the Company in exchange for the exclusive Investment Rights that they have granted to Igraine.

2. Expansion of Investment Strategy and GEM detail

As announced on 21 October 2024, Igraine has conditionally entered into an agreement with GEM for the grant of exclusive Investment Rights over GEM, that includes the right of first refusal on all current and future battery storage projects within GEM’s portfolio. To this extend, Igraine is requesting permission from Shareholders to expand its investment strategy to include investing in green energy renewable technology.

Subject to the Resolutions passing, the GEM exclusive Investment Rights agreement terms will be:

• Igraine will fund all projects with investment planning projects in the GEM portfolio and pipeline, through the creation of Special Purpose Investment companies (“SPV”), for each project.
• Vela funding will advance the planning of battery storage sites up to RTB stage, with a view to a sale thereafter.
• Igraine may be diluted through other third-party investors into the SPVs
• Pro-rata to Igraine’s shareholding in each SPV, it will receive 85% of the proceeds from each successful sale, with the remaining 15% allocated to GEM. Thus, if Igraine owns 60% of the SPV, on a sale of for example £1,000,000, Igraine will receive £510,000 and GEM will receive £90,000.

GEM commercial rational:

• Costs to achieve suitable planning consent and obtain grid connection ranges from circa £120,000 for a 30MW site up to circa £550,000 for a 400MW site, depending on the capacity size of the land. The timing is typically over a 12-to-24-month period.
• At RTB, the expected sale value that a typical 100MW site can achieve is between £6 - £12 million post granting of planning permission, compared to a cost outlay of approximately £200,000. 
• GEM currently has 6 sites that with available funding are ready to progress to planning application stages and RTB.

3. Vela Technologies plc Convertible Loan Note Facility

To assist in funding GEM’s pipeline of development sites through to RTB, Igraine has entered into a Convertible Loan Note Facility agreement with AIM quoted Vela, with the first £50,000 tranche of a minimum £200,000 drawdown facility, being made available on passing of the Resolutions.

Details of the Vela Convertible Loan Note Facility agreement are available in the Vela RNS announced on 21 October 2024, on the LSE, and can be found at:

https://www.londonstockexchange.com/news-article/VELA/investment-in-igraine-plc-via-cln/16723034

4. Appointment of David Edward Levis, aged 59

The Board is also pleased to announce that David Levis, CEO and Director of GEM, has agreed to join the Board of Directors of Igraine Plc as Executive Director, subject to the Resolutions passing at the AGM. David brings with him over a decade of experience in the development of large-scale energy projects, including battery storage, solar energy, and energy-from-waste initiatives. His extensive expertise in corporate finance, developed during his time with KPMG Corporate Finance and BDO Corporate Finance, provides David with deep insight into public offerings, private placements, and acquisition strategies. We are confident that his wealth of experience will significantly strengthen the Board’s ability to deliver on Igraine’s strategic goals.

Mr Levis has held the following directorships (including directorships of companies registered outside England and Wales) within five years prior to the date of this Document:

       Mr Levis does not hold any Ordinary Shares in the Company as at the date of this Document.

       There is no further information regarding Mr Levis to be disclosed pursuant to Rule 4.9 of the Aquis Rules.

David Levis will enter into a service agreement with the Company, under the terms of which he has agreed to act as an Executive Director. The service agreement will become effective from the passing of the Resolutions and may be terminated by either party giving to the other 1 months’ prior written notice, such notice not to be given prior to the first anniversary of the Annual General Meeting. 

5. Creation of Performance Warrant Pool, Directors Holdings and GEM Holding

The Directors are also proposing under Resolution 8 to a create Performance Warrant pool totalling 12,250,000 warrants over Ordinary Shares for the benefit of Directors, management and advisors. The performance warrants will have a strike price of 0.02p and a life to expiry of 5-years from the date of grant, on passing of the Resolutions.

Conditional on approval of the Resolutions, the Directors’, Proposed Director’s and GEM’s Ordinary Shares and Performance Warrants in the Company will be as follows:

     *  David Levis and his wife Gillian Levis together own 29.63% of GEM’s issued share capital.

6. Action to be taken

Shareholders will find a Form of Proxy enclosed for use at the Annual General Meeting. Whether or not you intend to be present at the Annual General Meeting, you are requested to complete and return the Form of Proxy in accordance with the instructions printed thereon as soon as possible.

To be valid, completed Forms of Proxy must be received by the Company’s registrars, Share Registrars Limited, not later than 3.00 p.m. on 27 November 2024, being 48 business hours before the time appointed for holding the Annual General Meeting. Alternatively, you can register your vote(s) for the Annual General Meeting by logging on to www.shareregistrars.uk.com, clicking on the “Proxy Vote” button and then following the on-screen instructions (you can locate your log-in details on the top of the proxy form).

You are entitled to appoint a proxy to attend and to exercise all or any of your rights to vote instead of you. Completion of the Form of Proxy will not preclude you from attending and voting at the Annual General Meeting in person if you so wish. Your attention is drawn to the notes to the Form of Proxy.

The notice of the Annual General Meeting is set out at the end of this Document.

7. Recommendation

The Board believes that the flexibility granted through these Investment Rights, particularly the ability to exit funded projects at the valuable RTB stage or continue their development, offers significant potential to enhance Shareholder value considerably.

Given the long-term benefits anticipated from this partnership with GEM and the positive impact it is expected to have on Igraine’s strategic positioning, the Board strongly recommends that Shareholders vote in favour of the Resolutions, as they intend to do in respect of their own Ordinary Shares, representing 5.87% of the Issued Share Capital. These proposals not only advance Igraine’s strategic objectives but also offer considerable potential for value creation, aligning with the Company’s goal of delivering sustainable growth.

Yours faithfully,

Stephen Winfield

Executive Director

For and on behalf of the Board Igraine Plc