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")
Grant of Investment Rights Over GEM Energia
Limited
Conditional Loan Facility with Vela Technologies
plc
Appointment of Executive
Director
Proposed Issuance of
Equity
The Board of Igraine
(AQSE: KING), an investment issuer focused on opportunities in
breakthrough technologies and life sciences, is pleased to announce
several significant developments, including the grant of investment
rights over GEM Energia Limited ("GEM"), the establishment of a
Convertible Loan Facility with Vela Technologies plc ("Vela") and
the appointment of Mr David Levis as
an Executive Director.
Highlights:
-
Secured exclusive
investment rights in relation to GEM and its subsidiaries,
including a right of first refusal on all current and future
battery storage projects within GEM's
portfolio.
-
Conditional loan
facility from existing substantial shareholder, Vela, with a
minimum £200,000 commitment and the first £50,000 tranche being
drawn down on the passing of the Resolutions at the
AGM.
-
Appointment of
David Levis, who has wealth of
experience working with energy projects, including battery
storage.
-
Issue 35,510,811 new
ordinary shares to GEM as consideration for the exclusive
investment rights.
-
Change of investment
strategy to accommodate the exclusive rights in the battery storage
renewable energy space.
-
Government scheme to
attract investment in renewable energy storage announced
: New scheme to attract investment in renewable
energy storage - GOV.UK (https://www.gov.uk/government/news/new-scheme-to-attract-investment-in-renewable-energy-storage)
Subject to AGM
approval
The Company will notify
shareholders shortly of its impending Annual General Meeting, that
will provide further detailed information on the above agreements
entered into that are subject to AGM
approval.
GEM Energia
Limited
GEM was established by
David Levis, distinguished and
specialised in the development of battery energy storage systems
across the UK. Operating through wholly-owned subsidiaries, GEM is
dedicated to increasing the number of battery storage sites across
the country aimed at stabilising the national grid and supporting
the integration of renewable energy sources. As the UK continues
its transition to greener energy solutions, battery storage
facilities play a critical role in addressing the increasing demand
for energy storage. These systems enable excess electricity, often
generated by renewable sources such as solar and wind, to be stored
and deployed during periods of high demand, thus ensuring the
efficient utilisation of renewable resources and enhancing grid
stability.
GEM identifies and
secures the rights over development sites for battery energy
storage facilities, which are then required to go through a full
planning process. Initially obtained through an option agreement
and a letter of authority from the landowner, these sites are
converted into long-term lucrative leases for the landowner once
the site is built out. With its extensive network of industry
professionals, GEM manages the planning process and secures the
requisite approvals from the National Grid or Distribution Network
Operators ("DNO"). Upon securing a grid connection contract, GEM
proceeds with the planning process through to the "Ready to Build"
(RTB) stage, which is where an institution can acquire the site and
build out the battery storage
facility.
With GEM's expertise and
its commercial partners, each project undergoes thorough due
diligence and financial modelling at the outset, which
significantly de-risk the planning process and site feasibility.
Battery storage is considered to be crucial to the future security
of the UK's energy supply and, by being classified as critical
infrastructure, these projects are more likely to achieve planning
consent by making a case of `very special circumstances' during the
planning process.
Once a project reaches
RTB, GEM will evaluate each site individually to determine whether
to sell the site, which is currently the preferred option, or to
proceed with development and operation of the facility. This
flexible approach allows GEM to maximise the value of each project
according to prevailing market conditions and strategic
objectives.
Grant of Investment
Rights
Igraine is pleased to
announce that it has secured exclusive investment rights in
relation to GEM and its subsidiaries, including a right of first
refusal on all current and future battery storage projects within
GEM's portfolio.
This agreement provides
Igraine with the unique opportunity to invest in and support the
development of GEM's battery storage sites as they advance planning
towards the RTB stage. The right of first refusal ensures that
Igraine has priority to participate in these high-value projects
ahead of other potential investors.
In consideration of
these exclusive investment rights, and subject to shareholder
approval at the upcoming AGM, Igraine will issue 35,510,811 new
ordinary shares, representing 29.10% of Igraine's enlarged share
capital, to GEM. This issuance forms a key component of the
agreement, granting GEM a significant equity stake in Igraine in
return for these valuable rights.
The Board believes that
this agreement strategically positions Igraine to benefit from the
substantial value appreciation as GEM's projects progress through
the planning stages to RTB and are ultimately exited or monetised.
Upon reaching the RTB stage, Igraine will have the flexibility
either to sell the sites, securing 85% of the sale proceeds, or to
continue developing the projects. For the initial projects, it has
been mutually agreed that the sites will be sold, with the
expectation that they will provide a significant uplift to
Igraine's balance sheet.
GEM is led by
David Levis and Andrew Brown, who, together with their team,
work closely with international infrastructure partners to bring
these projects to fruition. The combined team is vastly experienced
in the renewable, planning, and financial
sector.
GEM has a pipeline of
over 12 sites that are undergoing analysis and due-diligence but
has 4 sites where this work has been completed and with letters of
authority in place and conversations with the National Grid and
DNOs underway. Each site typically requires between £150,000 and
£250,000 to secure contracts/grid connection offers and proceed
through planning to RTB. Once a site reaches RTB, it generally has
a value of approximately £120,000 per megawatt (MW) of connection
capacity. After accounting for grid costs, this equates to netb
proceeds of circa £70,000-£90,000 per MW. For an average site
capacity of 100MW, this could generate proceeds of circa £7-9
million. GEM's largest current project is
250MW.
At a later stage, by
opting to develop the sites, Igraine would earn revenue based on
the storage capacity of each battery energy facility over
a circa 40 year income cycle, receiving payments per watt of
energy purchased, stored and exported to the grid, thereby offering
a consistent and potentially substantial revenue
stream.
Loan Facility with
Vela
In light of these
strategic developments, Igraine is pleased to announce the
establishment of a Convertible Loan Note facility with Vela,
Igraine's largest shareholder, holding 27.66% of the Igraine's
current issued share capital. This facility is the first step in
providing the necessary capital to support the development of
Igraine's strategic initiatives, particularly its investment rights
in GEM's battery storage projects.
The loan facility,
totalling £500,000, will be drawn down in tranches of £50,000, with
an initial minimum commitment of £200,000 and the first tranche
being drawn down on passing the Resolutions at the
AGM. This structure provides Igraine with the flexibility
to access capital as the projects advance. Vela's continued support
underscores its confidence in Igraine's ability to deliver value
through its expanded investment
strategy.
This Agreement shall
be deemed valid and enforceable only upon the fulfilment of the
condition that GEM Energia successfully enters into its investment
rights, which is contingent on the issuance of 35,510,811 New
Ordinary Shares to GEM Energia. In the event that such issuance
does not occur, this Agreement shall have no force or effect, and
neither party shall be bound by any of the provisions
herein.
Appointment of
David
Levis
Igraine is pleased to
announce the appointment of David
Levis as Executive Director, subject to the passing of the
relevant resolutions at Igraine's upcoming AGM. Mr. Levis, the CEO
of GEM, brings a broad foundation of knowledge gained from over a
decade of working with energy projects, including battery storage,
solar energy, and energy-from-waste initiatives. His extensive
expertise in corporate finance, developed during his tenure with
KPMG Corporate Finance and BDO Corporate Finance, equips him with a
deep understanding of public offerings, private placements, and
acquisition strategies.
Mr. Levis has
demonstrated a strong track record in structuring both debt and
equity financing for energy projects and has a solid understanding
of capital markets. His experience spans a variety of sectors,
having served on the main boards of companies involved in renewable
energy, property development, and aerospace. Mr Levis' broad
experience across multiple industries, combined with his deep
sector knowledge, position him as a key asset in driving Igraine's
future growth.
Commenting on his
appointment, Mr. Levis stated, "Having spent months
working closely with Steve Winfield
and Simon Grant-Rennick to formulate
this transaction, I am confident that together we can transform
this business into a dynamic, value-creating public company. I look
forward to updating the market and our stakeholders as we
progress."
Directors'
Comments
Steve Winfield, Executive Director, commented:
"Securing these investment rights for Igraine marks a pivotal
step forward for the business. David
Levis and his team are remarkably passionate and
knowledgeable about the battery storage sector and planning
process. They are now ready to execute their plans to bring forward
sites immediately. We believe this partnership has the potential to
create significant value and upside for our shareholders as sites
are exited at RTB stage. We would like to thank Vela for our first
funding facility. Our job is now to deliver vastly more funds than
this and our focus is to prioritise this to be non-dilutive and
structured appropriately''.
Simon Grant-Rennick, Non-Executive Director,
commented: "The steps we are now taking represent a significant
milestone for Igraine. This partnership with GEM positions Igraine
at the forefront of a critical and rapidly growing sector. With our
strengthened strategy, we are poised to make substantial progress,
bringing forward high-value projects that will drive long-term
growth. I am confident that these developments will deliver
meaningful returns for our shareholders and cement Igraine's
position as a key player in the energy storage
market."
Sector Overview and
Strategic Alignment
The energy storage
sector is experiencing rapid growth, driven by the global
transition to renewable energy. Battery energy storage systems play
a crucial role in supporting the integration of renewable energy
into national grids, ensuring the reliability and stability of
energy supplies. As governments, including the UK, increase
investment in energy infrastructure, battery storage has been
recognised as critical infrastructure, underpinning the national
transition to net-zero emissions by
2050.
Igraine's partnership
with GEM provides it with exclusive access to a pipeline of sites
that will advance through the planning process, with the potential
for substantial value appreciation as these projects progress.
Recent industry transactions, such as Zenobe Energy's £150 million
fundraising and Harmony Energy's £186 million battery storage
project, underscore the significant investor interest in the
sector. With market forecasts predicting over 10GW of new capacity
by 2030, Igraine is well-positioned to capitalise on this growing
market opportunity.
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
