UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
Report
of Foreign Private Issuer
Pursuant
to Rule 13a-16 or 15d-16
under
the Securities Exchange Act of 1934
July
09, 2024
Commission
File Number 001-37974
VIVOPOWER
INTERNATIONAL PLC
(Translation
of registrant’s name into English)
The
Scalpel, 18th Floor, 52 Lime Street
London
EC3M 7AF
United
Kingdom
+44-203-667-5158
(Address
of principal executive office)
Indicate
by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F:
Form
20- F ☒ Form 40-F ☐
CONTENTS
On
July 09, 2024, VivoPower International PLC (the “Company”) issued a press release announcing VIVOPOWER SECURES EXTENSION
FOR US$34M LOAN FINANCING FACILITY AGREEMENT. The related press release is attached hereto as Exhibit 99.1.
This
Report on Form 6-K, including Exhibit 99.1, is hereby incorporated by reference into the Company’s Registration Statements on Form
S-8 (File Nos. 333-227810, 333-251546, 333-268720, 333-273520), Form F-3 (File No. 333-276509) and Form F-1 (File No. 333-267481).
EXHIBIT
INDEX
Exhibit
99.1 — Press Release
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
Date:
July 09, 2024 |
VivoPower
International PLC |
|
|
|
/s/
Kevin Chin |
|
Kevin
Chin |
|
Executive
Chairman |
Exhibit
99.1
VIVOPOWER
SECURES EXTENSION FOR US$34M LOAN FINANCING FACILITY AGREEMENT
Agreement
consolidates major shareholder loan into single US$34m tranche
Extends
tenure of non-dilutive financing at VivoPower level
Loan
amended to be all non-current status, improving VivoPower’s balance sheet profile
Agreement
confirms continued major shareholder support for VivoPower and confidence in the Tembo transaction
LONDON,
July 9, 2024 (GLOBE NEWSWIRE) – Nasdaq-listed B Corp VivoPower International PLC (Nasdaq: VVPR, “VivoPower”) announced
today that its independent directors have secured an amendment and extension to its US$34m shareholder loan financing agreement following
the conclusion of negotiations with the independent directors of its major shareholder, AWN Holdings Limited (“AWN”).
As
part of the amended terms, VivoPower has consolidated all of its shareholder loans at VivoPower International PLC level, as well as amending
all of the outstanding loans to non-current status. This improves the balance sheet profile of VivoPower.
AWN
will also receive an option to acquire 1,150,000 Tembo shares (the “Options”) from VivoPower post business combination with
Cactus Acquisition Corp 1 Limited (“CCTS”) at an exercise price of $1.35 per share. This replaces a previous agreement to
issue warrants on VivoPower shares. The exercise price reflects the valuation at which the private investment office backed by a member
of the ruling Al Maktoum family of Dubai agreed to invest an advance as announced in June 2023, and takes into account AWN’s
continued financial support since 2017. It is anticipated that the underlying shares to the Option will represent less than 1.3% of the
estimated total number of shares in newly listed Tembo post-deSPAC and these underlying shares will be subject to lock up for at least
6 months.
|
VivoPower
International PLC |
www.vivopower.com |
About
VivoPower
VivoPower
is an award-winning global sustainable energy solutions B Corporation company focused on electric solutions for off-road and on-road
customised and ruggedised fleet applications as well as ancillary financing, charging, battery and microgrids solutions. The Company’s
core purpose is to provide its customers with turnkey decarbonisation solutions that enable them to move toward net-zero carbon status.
VivoPower has operations and personnel covering Australia, Canada, the Netherlands, the United Kingdom, the United States, the Philippines,
and the United Arab Emirates.
Forward-Looking
Statements
This
communication includes certain statements that may constitute “forward-looking statements” for purposes of the U.S. federal
securities laws. Forward-looking statements include, but are not limited to, statements that refer to projections, forecasts or other
characterisations of future events or circumstances, including any underlying assumptions. The words “anticipate,” “believe,”
“continue,” “could,” “estimate,” “expect,” “intends,” “may,”
“might,” “plan,” “possible,” “potential,” “predict,” “project,”
“should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words
does not mean that a statement is not forward-looking. Forward-looking statements may include, for example, statements about the achievement
of performance hurdles, or the benefits of the events or transactions described in this communication and the expected returns therefrom.
These statements are based on VivoPower’s management’s current expectations or beliefs and are subject to risk, uncertainty,
and changes in circumstances. Actual results may vary materially from those expressed or implied by the statements herein due to changes
in economic, business, competitive and/or regulatory factors, and other risks and uncertainties affecting the operation of VivoPower’s
business. These risks, uncertainties and contingencies include changes in business conditions, fluctuations in customer demand, changes
in accounting interpretations, management of rapid growth, intensity of competition from other providers of products and services, changes
in general economic conditions, geopolitical events and regulatory changes, and other factors set forth in VivoPower’s filings
with the United States Securities and Exchange Commission. The information set forth herein should be read in light of such risks. VivoPower
is under no obligation to, and expressly disclaims any obligation to, update or alter its forward-looking statements whether as a result
of new information, future events, changes in assumptions or otherwise.
Contact
Shareholder
Enquiries
shareholders@vivopower.com
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