TIDMLFT
RNS Number : 3206O
Lift Global Ventures PLC
31 January 2023
31 January 2023
Lift Global Ventures Plc
("Lift" or the "Company")
Investment in energy transition infrastructure
Lift Global Ventures plc (AQSE:LFT), an investment company
focused on financial media and the energy sector, is pleased to
announce that the Company has subscribed for GBP750,000 of
unsecured convertible loan notes in Trans-Africa Energy Limited
("TAE"), a UK private company focused on the development,
financing, construction and operation of energy infrastructure
projects located in Sub-Saharan Africa which the Directors believe
will bring real change in terms of environmental, economic and
social benefits for the people in the these jurisdictions.
Highlights
-- GBP750,000 of unsecured convertible loan notes in TAE (the "Loan Notes")
-- TAE may issue Loan Notes up to an aggregate amount of GBP8,000,000
-- TAE has entered into a Joint Development Agreement ("JDA")
with Ghana National Gas Company Limited ("Ghana Gas")
-- The JDA grants to TAE a majority and managing stake in the
design, construction, and management, and operation of four
infrastructure projects onshore Ghana related to the processing and
transporting of natural gas
-- The first of the four projects is well advanced and TAE is
expecting that financial close will be in H2 2023
-- The subscription of the Loans Notes constitutes a related
party transaction as Roy Kelly who is Non-Executive Chairman of the
Company is also a non-executive director of TAE
The proceeds received by TAE pursuant to the Loan Notes will be
used for the first project including Front End Engineering Design,
environmental and social impact studies, and working capital
requirements.
The Projects
TAE is a UK private company focused on the development,
financing, construction and operation of energy infrastructure
projects located in in Sub-Saharan Africa, the first of which is
Ghana.
TAE has entered into a JDA with Ghana Gas which grants it a
majority and managing stake in the design, construction, management
and operation of four infrastructure projects onshore Ghana related
to the processing and transporting of natural gas.
The Projects are:
1. The Takoradi to Tema Pipeline ("TTP");
2. The Ghana to Côte d'Ivoire Pipeline;
3. The Expansion of the Atuabo Gas Processing Plant; and
4. The Prestea to Kumasi Pipeline.
The TTP is the first of the projects and the most advanced with
TAE expecting that financial close will be in H2 2023. The TTP will
be a buried onshore natural gas pipeline running from Takoradi
(Aboadze) to Tema (on the eastern side of Accra).
The motivation for the Projects and the benefits to Ghana
include:
-- A reduction in the flaring of gas (c. 20 billion cubic feet
of gas per annum is currently flared
offshore Ghana)
-- The transportation of indigenous resources based in the west
of the country to the energy hungry
power and industrial sectors in population centres in the east
of the country
-- The displacement of more carbon-intensive liquid and biomass
fuels, especially in the power
sector, reducing the emissions of greenhouse gases as well as
air pollution
-- Local job creation
-- Community health benefits
-- The replacement of imported fuels by Ghana's indigenous
resources
Unsecured Convertible Loan Note
The key terms of the Loan Notes are as follows:
1. TAE may issue Loan Notes up to an aggregate amount of GBP8,000,000.
2. The Loan Notes are issued on an unsecured basis.
3. TAE will be required to redeem the Loan Notes within a period
of 18 months from the date on which the Loan Notes are issued.
4. The Loan Notes will be capable of conversion into shares in
the capital of TAE, such shares being issued fully paid and ranking
parri passu with shares of the same class upon the occurrence of a
Conversion Event. A Conversion Event would include, inter alia, (a)
a listing of TAE's shares onto a Relevant Exchange (IPO); (b)
undertaking a significant fundraising event (such fundraising event
exceeding GBP30m) (Fundraising); and (c) a change of control. The
price at which Loan Notes will convert will depend on the
particular Conversion Event. In the event of an IPO, the Loan Notes
shall convert at a 20 per cent discount to IPO subscription price
with a maximum market capitalization at conversion of GBP40m. In
the event of a change of control, the Loan Notes shall convert at
the same price paid per share by the acquiror.
5. The Loan Notes do not accrue interest, other than in the event of a default by TAE.
6. The Loan Notes will not be listed.
Sandy Barblett, Non-Executive Director of the Company,
commented:
"We are pleased to have successfully completed this first
investment in furtherance of the Company's expanded Investment
Strategy - investment in the robust energy sector.
It is well documented that energy demand on the African
continent threatens to outstrip supply. The next step for African
oil and gas producing countries is investing in infrastructure and
the Projects that TAE are investing in aim to alleviate energy
poverty, ensure energy security and strengthen regional energy
access.
We look forward to working with TAE as they rollout the Projects
in this very dynamic sector."
Related Party Transaction
Roy Kelly, Non-Executive Chairman of the Company, is also a
non-executive director of TAE in which the Company is currently
proposing to undertake the proposed investment. Mr Kelly has been
advising TAE since March 2021 and was appointed as a director of
TAE in September 2022. Mr Kelly has no shares or equity in TAE. Zak
Mir and Sandy Barblett (as the Independent Directors) of the
Company have considered the terms of the proposed investment. The
Independent Directors have therefore decided to treat the proposed
investment as a related party transaction under the AQSE Growth
Market Rules.
The Independent Directors believe that the proposed investment
is in the best interests of the Company and that, having exercised
reasonable care, skill and diligence, confirm that the related
party transaction is fair and reasonable as far as the shareholders
of the Company are concerned.
The directors of the Company accept responsibility for the
contents of this announcement.
For more information please visit: www.liftgv.com
Enquiries:
Lift Global Ventures Plc
Zak Mir, CEO
Sandy Barblett, Non-Executive Director +44 (0)203 745 1865
Optiva Securities (AQSE Corporate
Adviser and Broker)
Christian Dennis
Daniel Ingram +44 (0)203 411 1881
For more information please visit: www.liftgv.com
END
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