SulNOx Group Plc, (Aquis Stock Exchange: SNOX), is pleased to announce a proposed placing via an accelerated bookbuild of new ordinary shares of 2 pence each in the capital of the Company.
The Placing will be conducted at a price of 30pence per share (the “Issue Price”) in order to raise up to £2.59 million (before expenses). The Placing will comprise up to 8,630,000 new Ordinary Shares (the Placing Shares), representing approximately 9.9 per cent of the existing issued share capital of the Company.
- Proposed Placing to issue up to 8,630,000 new Ordinary Shares at the Issue Price, raising up to £2.59million (before expenses).
- The net proceeds of the Placing will be used as follows:
- Development and expansion of the Company’s sales capability in order to accelerate revenue delivery, through investment in direct sales channels and marketing;
- Appointment of critical hires, including a Chief Financial Officer, a Head of Science and Technology, Head of Marketing and further research staff;
- Investment in research and development to expand the Company’s product range to access other key industries and opportunities; and
- General working capital purposes.
- The Placing will be conducted by way of an accelerated bookbuild process by Singer Capital Markets Securities Limited (“Singer”), the Company’s sole bookrunner.
- The Placing is subject to the terms and conditions set out in the appendix (the “Appendix”) to this announcement (which forms part of this announcement, such announcement and the Appendix together being this “Announcement”).
- Ben Richardson and Radu Florescu, directors of the Company, have indicated their intention to subscribe for, in aggregate, £10,000 in the Placing.
- The Issue Price represents a discount of approximately 22.9 per cent. to the closing middle market price of 38.9 pence per Ordinary Share on 12 July 2021, being the latest practicable date prior to the publication of this Announcement.
Background to and reasons for the Placing
In December 2021 the Company announced a number of changes to its Board and in May 2021, announced the appointment of Ben Richardson as the Company’s CEO. Following the changes to its management team, the Company has made significant progress in the execution of its strategy.
The Company’s products, the SulNOxEco™ Fuel Conditioner and Berol® 6446 HFO emulsifier, have been shown to improve the combustion of all hydrocarbon fuels, reducing emissions of carbon monoxide (30% reduction), carbon dioxide (30% reduction), nitric oxide (35% reduction) and particulate matter 2.5 (>60% reduction), whilst improving fuel performance and reducing maintenance costs. As such, the Board believes that the market opportunity available to the Company is significant, with SulNOx’s products being deemed to improve the performance of every petrol and diesel engine, whilst at the same time reducing greenhouse gas and toxic emissions markedly.
Over the last six months the Company has developed its sales strategy, diversifying its income streams to accelerate revenue delivery. The Company has signed agreements with four new global sales distribution partners, including a collaboration agreement with the Rigworld Group, Ghana; the appointment of A and S International Ltd, who have 50 distributors in 40 countries, Fuel Fusions South Africa and Remnox, based in Scotland, as Independent Sales Organisations (“ISO”). The Company also currently sells its products directly to large/major companies, with trials under discussion with eight companies.
In aggregate, the Company currently has 58 trials of its products proposed or underway with companies across a number of sectors including oil and gas, fuel and fuel storage, transport and shipping and marine. These trials are expected to provide ‘real-life’ case studies to further validate the Company’s products and its ESG credentials. Against the backdrop of an increase in the number of trials underway, and an additional 28 orders being placed or under discussion, the Board believes that SulNOx, is well positioned to capitalise on continuing adoption of measures to reduce greenhouse gas and other toxic emissions.
Use of Proceeds
The Company is seeking to raise up to £2.59 million, before expenses, via the Placing. The Company has built a significant pipeline of opportunities and is in discussion with eight new distributors across a number of geographies. The Company is seeking to expand its sales and marketing capabilities to capitalise on the opportunities it has developed and is seeking to attract new global ISOs and distributors, as well as establishing a sales team focussed on selling to small and medium sized companies directly.
The Company also intends to apply funds to investment in research and development, to add further high value products to the Company’s portfolio, in order to access key markets including the biofuel market and potentially novel foods and botanical extracts and the wider food industry. To support the growth of the Company, the Board will also make further critical hires, including a permanent Chief Financial Officer, a Head of Science and Technology, and a Chief Marketing Officer as well as other research staff in due course.
The Board intends to consider the admission of the Company’s ordinary shares to trading on AIM, a market operated by the London Stock Exchange, within the next twelve months. Therefore, a portion of the Placing proceeds may be applied to the admission process. Further announcements will be made as appropriate in this regard.
Details of the Placing
The Placing is subject to the terms and conditions set out in the Appendix. Singer will commence the Bookbuilding Process immediately following the publication of this Announcement. The number of Placing Shares which are to be placed at the Issue Price will be determined at the close of the Bookbuilding Process. The timing of the closing of the Bookbuilding Process and the allocations are at the absolute discretion of Singer and the Company. Details of the number of Placing Shares to be placed will be announced as soon as practicable after the close of the Bookbuilding Process. The Placing is not being underwritten by Singer.
Ben Richardson and Radu Florescu, directors of the Company have indicated their intention to subscribe for, in aggregate, £10,000 in the Placing. Their proposed respective participations would constitute related party transactions under the AQSE Apex Rulebook for Issuers (“Aquis Rules). Further details of the Placing and any participation by the directors and substantial shareholders will be set out in the announcement to be made on the closing of the Bookbuilding Process.
Admission, Settlement and CREST
Application will be made for the Placing Shares to be admitted to trading on the Apex segment of the AQSE Growth Market (“Admission“).
Settlement for the Placing Shares and Admission are expected to take place on or before 8.00 a.m. on 19 July 2021. The Placing is conditional upon, among other things, Admission becoming effective and the Placing Agreement between the Company and Singer not being terminated in accordance with its terms.
This Announcement should be read in its entirety. In particular, your attention is drawn to the detailed terms and conditions of the Placing and further information relating to the Placing and any participation in the Placing that is described in the Appendix to this Announcement (which forms part of this Announcement).
By choosing to participate in the Placing and by making an oral and legally binding offer to acquire Placing Shares, investors will be deemed to have read and understood this Announcement in its entirety (including the Appendix), and to be making such offer on the terms and subject to the conditions of the Placing contained herein, and to be providing the representations, warranties and acknowledgements contained in the Appendix.
Unless otherwise indicated, capitalised terms in this Announcement have the meaning given to them in this Announcement (including the definitions section included in the Appendix).
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Chief Administration Officer,
Aquis Stock Exchange Corporate Adviser:
Allenby Capital Limited,
+44 (0) 20 3328 5658
The directors take responsibility for this announcement.
About SulNOx Group Plc
SulNOx, www.sulnoxgroup.com, has developed a hydrocarbon fuels conditioning and emulsifying process which enables more efficient fuel combustion, potentially leading to reduced fuel consumption and significantly lowered emissions.