RNS Releases
31 January 2017 - Result of AGM and total voting rights PDF Print E-mail

The Board of InfraStrata plc (AIM:INFA), the independent gas storage company, is pleased to announce that at the Company's annual general meeting ("AGM") held today, all resolutions put before the meeting were duly passed.

A copy of the presentation that was given at the meeting, which provides a reminder of the fundamentals of the Islandmagee gas storage project and future plans, will be available on the Company's website later today at:

http://www.infrastrata.co.uk/index.php?option=com_content&task=view&id=100&Itemid=59

Share capital reorganisation

Pursuant to the passing of resolution 8 at the AGM, the share capital reorganisation to change the nominal value of the Company's ordinary shares will take effect from close of business today. As a result of the share capital reorganisation, the Company's issued share capital will comprise 188,041,599 ordinary shares of 0.01p each ("Ordinary Shares") and in addition 895,424,391 deferred shares of 1p each (with no voting rights) and 18,616,118,301 second deferred shares of 0.01p each (with no voting rights).

The 188,041,599 Ordinary Shares will be admitted to trading on AIM from 1 February 2017 ("Admission").  The share capital reorganisation will not change the number of ordinary shares currently in issue.

The Company's ISIN (GB00B28YMP66), SEDOL (B28YMP6) and TIDM (INFA) will remain the same and existing share certificates will remain valid and will not be replaced.    

In conjunction with the share capital reorganisation and pursuant to the passing of resolution 9, the Company's articles of association have been amended and will shortly be available on the Company's website http://www.infrastrata.co.uk/ .

Total Voting Rights

Following Admission, the Company's total issued ordinary share capital will consist of 188,041,599 ordinary shares of 0.01p each, with one voting right each. No Ordinary Shares are held in treasury and therefore the total number of Ordinary Shares and voting rights in the Company will be 188,041,599 from Admission. This is the figure that should be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.

 

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26 January 2017 - Advance assurance received for VCT & EIS status PDF Print E-mail

The Board of InfraStrata plc (AIM:INFA), the independent gas storage company, is pleased to announce that it has received advance assurance from HM Revenue and Customs that it would qualify for Venture Capital Trust Scheme (“VCT”) and Enterprise Investment Scheme (“EIS”) status.

VCT and EIS qualification provides a range of tax reliefs to certain investors in new shares of companies that meet the various qualifying criteria. Assurance has been provided by HM Revenue and Customs on the basis of the legislation enacted at the date of issue of the assurance.

Commenting on the assurance, Anita Gardiner, InfraStrata’s Joint Managing Director, said:

"We are pleased to have received the advance assurance from HM Revenue and Customs. Qualifying for VCT and EIS status enables InfraStrata to access a broader range of potential investors and investment funds, assisting our previously stated plans to raise further finance for the Islandmagee gas storage project"

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07 January 2017 - Final results for the year ended 31 July 2016 PDF Print E-mail

InfraStrata plc (AIM:INFA), the gas storage company, is pleased to announce its final results for the year ended 31 July 2016.

Overview and highlights

Islandmagee Gas Storage Project (“Islandmagee”) – County Antrim

Project and financing highlights

  • Feasibility phase of the project completed in 2015. The next step in the project development is the Front End Engineering and Design (“FEED”) and commercialisation at a total cost of approximately £6 million.
  • Further grant funding secured from the European Union’s Connecting Europe Facility for up to €4.024 million to meet up to 50% of the costs of FEED and in-situ downhole testing.
  • Selected FEED contractors have conditionally agreed to contribute a further £1.1m by way of secured loans.
  • Both the European Union grant and contractors loans are conditional upon the Company securing the balance of £3.0 million of funding required for the FEED and commercialisation programme, which the Company is currently seeking.
  • Following successful completion of the FEED work programme the project will be ready to move into construction and delivery.

Additional highlights

  • Post year end, InfraStrata’s interest in the project increased from 65% to 90%, whilst Mutual Energy Limited remains committed to the project through its remaining 10% interest.
  • Competent Person Report published on the Company’s website (www.infrastrata.co.uk) supporting the revenue assumptions used by InfraStrata to estimate the net present value of the project at £67 million at an 8% discount rate and £38 million at a 10% discount rate.
  • InfraStrata’s board has been restructured, and it is intended that the necessary technical advisors and consultants will be appointed in 2017 to meet the requirements of the next phase of the project.
  • The Company’s principal operations are being relocated to Belfast.

Discontinued Oil & Gas Exploration activities

  • Disposal of exploration assets now substantially complete, allowing the Company to focus all resources on progressing Islandmagee towards construction.
  • Following completion of funding in January 2016, the Woodburn Forest 1 well on licence PL1/10 was drilled in May and June 2016 but no hydrocarbons were encountered and the well was plugged and abandoned. InfraStrata was fully carried in respect of the costs of the well.
  • Cash received from the disposal of exploration assets and farmout arrangements in relation to the Woodburn Forest 1 well totalled £552,481, making a vital contribution to the Group’s cash requirements.

Financial

  • Profit for the year ended 31 July 2016 was £66,955 (2015: loss £6,106,070), comprising a loss of £177,614 (2015: loss of £347,842) attributable to the continuing operations of pursuing the gas storage project and a profit of £244,569 (2015: loss of £5,758,228) attributable to the discontinued operations of oil and gas exploration.
  • Project management and company administration costs for the year ended 31 July 2016 were £932,635 (2015: £1,144,393), of which £677,735 (2015: £757,473) was attributable to continuing operations of pursuing the gas storage project.
  • Capital costs of Islandmagee during the year were £608,760 (2015: £3,663,514), principally relating to the completion of the salt core well programme in late 2015.
  • £1.3 million loan from Baron Oil plc was repaid in full in August 2016, following receipt of the balance of European Union grant relating to the salt core well programme.
  • €1.6 million (£1.4 million) received as an advance on the European Union grant for the FEED programme, which is held as a creditor, pending securing the balance of £3.0 million of additional funding required to complete the FEED and commercialisation programme.
  • New £0.3 million secured loan facility from Baron Oil plc, to meet the Group’s minimum short-term working capital requirements whilst the additional funding to pursue the FEED is sought.
  • Cash at bank at 31 July 2016 £2,454,006 (2015: £430,199) including £1.4 million from the grant received in advance from the European Union and held as a creditor pending completion of funding for the FEED programme.

Commenting on the results and outlook, Anita Gardiner, recently appointed Joint Managing Director of InfraStrata plc said:

" The year has seen the Company modify its focus entirely towards the development of the Islandmagee gas storage project, which we believe not only holds significant value for the Company, but is also likely to be of material importance to the future UK gas market once operational. We go into 2017 with a conviction that gas market conditions and the strategic need for the provision of fast acting gas storage are demonstrating the potential value of the project, and it is our belief that we can secure significant value for our shareholders from it. The best way to unlock this potential is to seek to progress the FEED and commercialisation programme during 2017, the successful completion of which should make the project ready for construction and delivery."

Stewart McGarrity, also recently appointed Joint Managing Director of InfraStrata plc added:

" We have made further progress post period with procuring the engineering, technical and commercial support necessary for the FEED and commercialisation programme. We have already secured approximately half of the total costs of £6 million from continued grant support from the European Union and secured loan arrangements with leading FEED contractors. Furthermore, we have made changes to our Board to reflect our new focus and to allow us to work towards achieving our goals to maximum effect in 2017 and beyond. Completion of the overall funding arrangements by securing the £3.0 million of funding required is our immediate imperative and we look forward to updating our shareholders as we move to progress the project."

Annual Report and AGM

The full Annual Report and Financial Statements for the year ended 31 July 2016, which includes a notice of the Annual General Meeting ("AGM"), will be available shortly from the Company's website, www.infrastrata.co.uk, and will be posted to shareholders today. The AGM will be held at 11.30 a.m. on 31 January 2017 at the offices of Allenby Capital Limited, 3 St Helen's Place, London EC3A 6AB.

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06 January 2017 - New secured loan facility PDF Print E-mail

The Board of InfraStrata plc (AIM:INFA), the independent gas storage company, is pleased to announce that it has signed a secured loan facility agreement (“Loan Agreement”) dated 5 January 2017 with Baron Oil plc (“Baron”) an AIM-quoted resources company.

Terms of the Loan Agreement

Under the terms of the Loan Agreement, Baron will provide a loan facility of up to £300,000 to InfraStrata (the “Loan”), which will be applied towards InfraStrata’s working capital requirements. The Board believes that these funds are sufficient, with existing funds, to meet InfraStrata’s minimum levels of corporate costs and care and maintenance costs on the Islandmagee gas storage project (the “Project”) to the end of 2017. The progression of the Front-End Engineering Design ("FEED") for the Project, as announced on 4 November 2016, will require the securing of additional funding, further details of which can be found below.

The Loan is for a term of 12 months from the date of the Loan Agreement. Baron is entitled, acting in its sole discretion, to extend the term of the Loan Agreement by an additional 12 months. The Loan will convert to an on-demand facility, repayable at any time following Baron's demand, with effect from 30 April 2017 in the event that £3.0m of further funding, the amount required to complete the funding for the FEED, has not been received by the Company on or prior to that date. In the event that the Loan does not convert to an on-demand facility, it is repayable by way of a single, bullet repayment on the date falling 12 months from the date of the Loan Agreement or 24 months from the date of the Loan Agreement if Baron exercises its discretion to extend the term of the Loan Agreement, as described above. The Company benefits from a right to prepay the Loan, in full, at any time by giving Baron not less than 10 business days' notice (which notice period may be shortened with the agreement of Baron).

The Loan is subject to an interest rate of 6% of the funds drawn down, which is payable monthly in advance (rising to 9% in a payment default situation). The Loan is available to be utilised by the Company during the period from (and including) the date of the Loan Agreement to (and including) 31 December 2017.

Baron will receive an additional £200,000 (the “Additional Payment”) in the event of a sale or disposal by InfraStrata or its subsidiaries, Islandmagee Storage Limited (“IMSL”) and InfraStrata UK Limited ("InfraStrata UK"), of substantially all of their assets, which now comprise interests in the Project, and/or a change in control of InfraStrata, IMSL or InfraStrata UK, within two years from the date of the Loan Agreement. Any such disposal or change of control will also trigger a mandatory prepayment of the Loan. In the event of a partial disposal of InfraStrata, IMSL or InfraStrata UK's interests in the Project (whereby InfraStrata and InfraStrata UK retain control of IMSL, the company through which InfraStrata holds its 90% interest in the Project and the operation of the Project) the Additional Payment will be reduced to £100,000, with the remaining £100,000 payable in the event of a subsequent disposal or change in control of IMSL or the Project (whereby InfraStrata or InfraStrata UK then lose control of IMSL or the Project) during the two year period, with any such subsequent disposal also triggering a mandatory prepayment of the Loan. The Additional Payment is payable in the above scenarios for the full two year period of the Loan, regardless of whether the Loan has been repaid or prepaid during this period. Notwithstanding survival of the Additional Payment obligation post-repayment or prepayment of the Loan, all security granted in favour of Baron is to be released on the repayment or prepayment of the Loan, leaving the Additional Payment obligation as an unsecured claim.

The Loan is secured by, inter alia: (i) a first-ranking debenture over the undertakings and assets of InfraStrata UK Limited ("InfraStrata UK"), the wholly owned subsidiary of the Company which owns 90% of IMSL; and (ii) charges over shares in InfraStrata UK (granted by the Company) and IMSL (granted by InfraStrata UK). The Loan can be repaid by InfraStrata in full at any time during its term, which would lead to the release of the security arrangements.

The terms of the Loan Agreement contain a number of customary representations and warranties, information undertakings, and general covenants, which include a negative pledge restricting the Company and InfraStrata UK's ability to grant further security over their assets. The terms of the Loan Agreement also impose certain obligations and restrictions on InfraStrata and InfraStrata UK, including, inter alia, restrictions on disposals, acquisitions and joint ventures, further borrowing and guarantees. The Loan Agreement contains a number of events of default, which are summarised below. Should any of these events of default arise, Baron will be entitled to accelerate repayment of the Loan (if it has not already converted to an on-demand facility, as described above) and to seek to take enforcement action under the security granted in its favour.

The Loan Agreement contains a number of events of default, which are detailed further below. Shareholders should be aware that a number of the events of default contained in the Loan Agreement, such as for example the suspension or cancellation of trading of the Company’s ordinary shares on AIM, may be triggered by the action of third parties or circumstances not directly within the Company's control.

In the event that an event of default occurs which cannot be remedied and in the absence of additional financing to allow for repayment of the Loan, then the enforcement of Baron’s security arrangements would likely result in the value attributable to shareholders being severely reduced or potentially becoming nil.

Summary events of default (note, unless otherwise specified, an event of default will arise if any of these events occurs in relation to either the Company or InfraStrata UK):

  1. Non-payment of sums due under the Loan Agreement and security documents;
  2. Beyond a non-payment, there is a breach of any other term of any of the documents entered into with Baron in connection with the Loan;
  3. Misrepresentation in relation to any representation, warranty or statement made in the documents entered into with Baron in connection with the Loan;
  4. Suspension or cessation (or threatened suspension or cessation) of all or a material part of business;
  5. A default under the terms of any other loan documentation entered into with a third party;
  6. Insolvency or any distress, attachment, execution, expropriation, sequestration or other analogous legal process being taken against the Company's assets;
  7. Any of the security granted in favour of Baron becomes enforceable;
  8. All or any part of the documents entered into with Baron in connection with the Loan become invalid, unlawful, unenforceable, terminated, disputed or cease to be effective;
  9. The Company rejects, or shows an intention to reject, the terms of any of the documents entered into with Baron in connection with the Loan;
  10. An event or circumstance arises which Baron (acting reasonably) considers will materially adversely affect the Company or InfraStrata UK's: (i) ability to perform their obligations under the documents entered into with Baron in connection with the Loan; (ii) the enforceability of those documents or the rights and remedies under them; or (iii) their business;
  11. The suspension or cancellation of trading of the Company’s ordinary shares on AIM; and
  12. Qualification of financial statements by the relevant company's auditor.

Certain of the events of default are subject to grace periods during which the Company can seek to cure the relevant default. In addition, a number of events of default are subject to materiality qualifiers and financial thresholds, which must be established if the relevant event is to constitute an event of default.

Background to and reasons for the Loan

The Board has explored various options to secure the necessary funding for the Company’s short to medium term requirements, although as stated in the Company’s announcement of 4 January 2017, prior to the execution of the Loan Agreement the Company’s working capital position was constrained. Given these circumstances, the Board believes that it would not be possible for the Company to raise debt finance without the granting of security arrangements and in the absence of such finance in the short-term the Company would likely not be able to meet its financial commitments as they fall due and consequently may result in an insolvency event. The Board therefore believes that the Loan represents the best opportunity at this time for the Company to raise funds in short order given the circumstances and its strategy.

The Board aims to raise additional finance to repay the Loan before 30 April 2017. However, in the event that the Loan were to convert to an on-demand facility and Baron subsequently demanded repayment of the Loan, then in the absence of additional financing to allow for repayment, the enforcement of Baron’s security arrangements would likely result in the value attributable to shareholders being severely reduced or potentially becoming nil.

As previously announced, the Project has been awarded an EU grant to fund up to 50% of the FEED (the "EU Grant") and been offered conditional secured loans ("Contractor Loans") of, in aggregate, up to £1.1 million from the selected FEED contractors, the latter of which is subject to contract and securing the remaining funding for the FEED. At present, the Contractor Loans cannot be entered into until the Loan’s security arrangements have been released through repayment of the Loan.

At this point and as outlined in the Company’s announcement on 4 November 2016, in addition to the EU Grant and the Contractor Loans, a further amount of £3 million will be required to complete the FEED and commercialisation process on the Project, of a gross £6 million programme which includes funds for corporate overheads, working capital, bridging finance on the EU grant and repayment of the Loan. The bridging finance, which may be in the form of debt, is required to cover the timing of receipt of funds from the European Commission grant which is paid in two stages, with €1.6 million having already been received by the Company but which is not available to meet the Company’s short term working capital needs and can only be deployed in the delivery of the FEED services and is therefore held as restricted cash. The balance of the EU Grant is receivable once the FEED work has been completed.

As referred to in the announcement on 4 January 2017, the Company is continuing to examine its options with its advisers for securing the necessary balance of funding to enable work to commence on the FEED and associated activities, including additional working capital for the Company. The Board has recently engaged with potential investors with a view to securing the £3 million of balance funding and this process remains ongoing.

Further announcements will be made in due course as appropriate.

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04 January 2017 - Funding Update PDF Print E-mail

The Board of InfraStrata plc (AIM: INFA), the independent gas storage company, announces an update in respect of the Company's working capital position and its fundraising activities following its announcement on 4 November 2016 (the “Announcement”).

The Board of InfraStrata plc (AIM: INFA), the independent gas storage company, announces an update in respect of the Company's working capital position and its fundraising activities following its announcement on 4 November 2016 (the “Announcement”).

The Board has recently engaged with potential investors with a view to securing the funding for the FEED and corporate overheads as set out in the Announcement, and this process is ongoing. In the meantime, the Company is in advanced stages of negotiations for potential debt funding to be provided in the short term. The Board currently believes this proposed debt funding will be sufficient, with existing funds, to meet InfraStrata’s minimum levels of corporate costs to the end of 2017, but the progression of the FEED will require the securing of additional funding. It is emphasised that there can be no certainty regarding the timing of the conclusion of any of the Company’s current fundraising negotiations, the terms of such funding and/or whether any new funding will ultimately be secured. Should short-term funding not be forthcoming during January, then the Board will need to consider whether the Company can continue as a going concern.

Further announcements will be made in due course as appropriate.

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