InfraStrata plc, the independent gas storage company, provided an update on its Islandmagee project and financial position in an announcement on 22 May 2017. The announcement stated, inter alia, that the Company has limited working capital available to it until early August 2017. Given the circumstances outlined in that announcement, the Board of InfraStrata has agreed to utilise the remaining share allotment authority available to the Directors to issue new ordinary shares in the Company to raise £130,000 (before expenses) to provide additional working capital for up to a further two months. Accordingly, a total of 26,000,000 ordinary shares of 0.01p each in the Company (the "Placing Shares") have been conditionally placed with institutional and other investors at a price of 0.5p per share (the "Placing Price"), being the same price that the most recent placing was conducted (together, the "Placing").
As the Placing will utilise substantially all current share allotment authorities provided to the Directors, in the near future the Company intends to seek shareholder approval at a general meeting for new share allotment authorities, to enable the Directors to issue new ordinary shares on a non-pre-emptive basis to provide the Company with flexibility to raise equity funding in the future as necessary.
The Placing is being conducted for working capital reasons and does not affect the validity of the notice the Company recently received from certain shareholders to requisition a general meeting, as announced on 19 May 2017. The Company is in discussions with those shareholders and further announcements will be made in due course. The Company is required to issue notice of the general meeting within 21 days of receipt of the requisition notice.
Details of the Placing
The Placing will result in the issue of a total of 26,000,000 Placing Shares, which, on Admission, will represent, in aggregate, approximately 6.91 per cent. of the issued share capital as enlarged by the issue of the Placing Shares.
Application will be made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM and such admission is expected to occur on 1 June 2017 (Admission). The Placing Shares, when issued and fully paid, will rank pari passu in all respects with the existing ordinary shares of 0.01p each of the Company in issue and therefore will rank equally for all dividends or other distributions declared, made or paid after the issue of the Placing Shares on Admission.
Allenby Capital Limited (Allenby Capital) has entered into a Placing Agreement (the "Placing Agreement") with the Company under which Allenby Capital has, on the terms and subject to the conditions set out therein, undertaken to use its reasonable endeavours to procure subscribers for 26,000,000 Placing Shares at the Placing Price. The Placing Agreement contains certain warranties and indemnities from the Company in favour of Allenby Capital. The Placing is not being underwritten by Allenby Capital or any other person.
The Placing is conditional, inter alia, upon Admission and the Placing Agreement not being terminated by 8.00 a.m. on 1 June 2017 (and in any event no later than 8.00 a.m. on 15 June 2017).
Total Voting Rights
On Admission, the Company will have 376,041,599 ordinary shares of 0.01p each in issue, each with one voting right. There are no shares held in treasury. Therefore, the Company's total number of ordinary shares and voting rights is 376,041,599.
The above figure of 376,041,599 may be used by Shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.