EQTEC plc (AIM: EQT), a world leading gasification technology solutions company for waste to energy projects.
Announces that Reforce Energy Limited (“Reforce”), a wholly-owned subsidiary of the Company, has signed a Share Purchase Agreement (“SPA”) with BVP 2019 Finance Company Limited (the “Buyer”), wherein the Buyer has agreed to acquire Pluckanes Windfarm Limited (“Pluckanes”), a wholly owned subsidiary of Reforce, on a debt free/cash free basis, for a maximum net cash consideration of €383,503. Pursuant to the SPA, gross consideration for the disposal is c. €1.1 million, which is subject to the adjustments set out below.
Of the total net consideration, €170,000 is being deferred and held in escrow subject to the following conditions:
(i) the Buyer obtaining a planning extension to Pluckanes’ existing planning permission on its property, in order to extend the term of the wind turbine activity, within two years of the date of the requisite planning application which must be submitted by the Buyer within three months of completion of the sale;
(ii) Reforce procuring the transfer of the substation between the landlord and ESB Networks; and
(iii) Reforce procuring a letter from the relevant local authority confirming compliance with a certain cumstomary condition of the existing planning permission.
If all three conditions are satisfied on or before the first anniversary of the date of planning application (as set out in condition (i) above) then the total deferred consideration of €170,000 shall become immediately due and payable to Reforce. The deferred consideration will reduce to:
(a) €159,000 if the planning extension is obtained between 12 and 18 months from the date of planning application; and
(b) €152,000 if the planning extension is obtained between 18 and 24 months from the date of planning application.
In the event that the conditions listed above are not obtained within 24 months from the date of planning application, the entire deferred consideration element will fall away.
Pursuant to the SPA, an amount of €778,765 has been transferred by the Buyer in settlement of a debt owing by the Company to an Irish bank and an intercompany debt amounting to €157,468 has been repaid to the Group by the Buyer.
The SPA contains custom representations and warranties for an agreement of this nature.
Pluckanes earned a profit of €24,827 before tax for the Group for the six months to 30 June 2020 and €21,684 for the year ended 31 December 2019.
Assuming EQTEC receives the net cash consideration in full, the profit on disposal, before transaction costs, to the Company is expected to be €32,882 and is based on the following:
Book value of assets – €1.16 million
Book value of liabilities – €0.81 million
Net book value – €0.35 million
The disposal of Pluckanes is in accordance with the Group’s decision to focus solely on being the technology partner with proven proprietary patented technology for waste-to-value applications. The net proceeds of the disposal will be used for general working capital requirements of the Company.
This announcement contains inside information as defined in Article 7 of the EU Market Abuse Regulation No 596/2014 and has been announced in accordance with the Company’s obligations under Article 17 of that Regulation.
