RNS Releases
22/05/2017 - Strategic Review PDF Print E-mail

Dissemination of a Regulatory Announcement that contains inside information according to REGULATION (EU) No 596/2014 (MAR).

22 May 2017

InfraStrata plc

("InfraStrata" or the "Company")

Review of strategic options and project update

InfraStrata (AIM: INFA) announces that it is launching a review of the strategic options open to the Company to maximise value for shareholders. Accordingly, the Company is undertaking a careful evaluation of its business plan, operational assets, development strategy, the market valuation of its gas storage asset and its capital structure.

The Company has been in discussions with interested parties to provide the remaining £2.2 million funding required to complete the entire Front End Engineering Design ("FEED") and a commercialisation work programme for the Islandmagee gas storage project (the "Project"), as previously announced. The Company has explored many sources of potential finance in debt and equity, through its own sources and those of its advisers, seeking terms that are expedient and reasonable for the Company and its shareholders. The Company stated in announcements on 27 February 2017, 19 April 2017 and 4 May 2017 that there could be no guarantee that the Company would be successful in its discussions with potential investors and that it may need to consider using the remaining funds available to it to explore other options including a sale of the Project and/or its assets. Exploration of potential funding sources and discussions with some potential investors continue, but as the Company stated on 19 April 2017, following completion of the Concept Evaluation phase of the FEED, existing funding would only extend to a point in Q4 2017 to meet minimum corporate and Project expenditure but without funding any additional work to further progress the FEED. Therefore, with the Concept Evaluation phase of the FEED programme substantially completed and without the necessary funds to complete the next phase currently, the directors of InfraStrata ("Directors") consider it necessary to explore other options for the Company and are therefore launching the strategic review.

The UK gas storage market is in a state of significant change with the well documented problems at the largest facility, Rough. The Directors believe these changes may increase the long-term strategic value of the Project and control of the asset may therefore be more attractive to market participants with balance sheet resources to take the development forward into construction.

On 9 May 2017, the Company received a letter that sought to requisition a general meeting whereby two shareholders claiming to hold 5.1% of the voting rights in the Company (the "requisitioners") proposed resolutions for the appointment of two directors to the Board of the Company and removal of all the current Directors. On 11 May 2017, the Company announced that the requisition was invalid as the named shareholders were not on the shareholder register. On 19 May 2017, the Company received a new valid requisition from nominee shareholders representing the same underlying shareholders as the previous requisition and accordingly, InfraStrata intends to convene the general meeting requested in due course. The exercise has been a significant distraction for the Board and as well as incurring time and costs for the Company, has provided uncertainty at a critical time in discussions with potential investors and a deterrent to other funding options. The Directors are seeking to engage with the underlying shareholders who requisitioned the general meeting to understand their plans and strategy for InfraStrata.

The Company has applied the net proceeds of the placing completed on 3 March 2017 of approximately £740,000 to repay £200,000 drawn down on a loan from Baron Oil plc and complete the Concept Evaluation phase of the FEED at a cost of £350,000 as well as to meet management costs and necessary payments in relation to the Project (for example, renewing land options). The Company's current cash position stands at £175,000, which will allow for expenditure on a care and maintenance basis until the beginning of Q4 2017. However, after allowing for anticipated expenditure necessary to conduct the strategic review and requisitioned general meeting and a temporary reduction in management costs which will be kept under review, on current forecasts the remaining cash balance provides working capital to early August 2017. The key assumption contained within this forecast is that given the Company's limited cash resources, the costs associated with any purchase of the Company's assets would be funded by the acquirer.

The cash currently available to the Company stated above excludes €1.6m of funds held pursuant to the EU grant ("EU Grant"), which is subject to restrictions on its use, most notably the requirement that matched funding is obtained from other sources for the FEED and associated works and, until such time as it may be released for its specified purposes, remains the property of the EU. The Directors are of the view that none of the EU funding received as a prepayment should be expended until the entire FEED and related commercialisation programme can be funded in full. The EU Grant will need to be returned to the EU if the programme does not complete, unless otherwise agreed by the EU.

As to the results of the Concept Evaluation phase of the FEED programme, whilst the consultants' report is not yet finalised, initial findings have identified a phased approach for the development of the salt caverns to potentially improve the time to market of an initial tranche of capacity, which may enable the Project to generate revenues earlier than currently anticipated. Adopting this phased approach may result in some loss of economies of scale and an extended timeline for full build-out, but it would reduce the capital expenditure requirement in the earlier stages of development. Concept Evaluation also identified potential opportunities to reduce capital and operational costs however these will require full evaluation during the FEED itself and there is no certainty at this time that they will result in overall cost reductions. As part of the Concept Evaluation programme the detailed design parameters for the FEED study have also been developed.

Given the current position of InfraStrata and the quality of its gas storage asset at Islandmagee, continuing with the original strategy to complete the FEED and a commercialisation work programme to take the Project to final investment decision and construction remains a viable option with the necessary funding. Nevertheless, the strategic review will be wide-ranging. The strategic options may include a subscription for the Company's securities by a third party or a farm down or disposal of the gas storage asset. The Directors are seeking any non-binding offers, which may be in the form of a £2.2 million investment in InfraStrata to complete the entire FEED and commercialisation work programme, a proposed acquisition of InfraStrata's 90% interest in the Project (via its wholly owned subsidiary InfraStrata UK Limited), a sale of the Project asset (owned by Islandmagee Storage Limited) subject to the approval of Project partner, Mutual Energy Limited, or a corporate transaction involving any or all of InfraStrata's subsidiaries.

There is a data room available for interested parties, to which access will be granted following execution of a non-disclosure agreement for those parties who can demonstrate financial capability.

 

For further information, please contact:

InfraStrata plc

Anita Gardiner, Joint Managing Director Stewart McGarrity, Joint Managing Director

+44 (0)28 9051 1415

Allenby Capital Limited (Nominated Adviser & Broker)

Jeremy Porter / Alex Brearley / Liz Kirchner

+44 (0)20 3328 5656

Financial PR - Camarco

Billy Clegg / Gordon Poole

+44 (0)20 3757 4980

 

 co-financed-eu-image.png

 

 

The Front End Engineering & Design (FEED) and Insitu Downhole Testing programme for the Islandmagee gas storage project is co-financed by the European Union's Connecting Europe Facility.

Disclaimer releasing the European Union from any liability in terms of the content of the dissemination materials:

"The sole responsibility of this publication lies with the author. The European Union is not responsible for any use that may be made of the information contained therein."

Notes:

Background on InfraStrata plc

InfraStrata is an independent gas storage company focused on the UK and Ireland. Further information is available on the Company's website:www.infrastrata.co.uk.

Background on the Islandmagee Storage Project

The Islandmagee gas storage project company, Islandmagee Storage Limited ("IMSL"), is owned 90% by a wholly owned subsidiary of InfraStrata plc and 10% by a wholly owned subsidiary of Mutual Energy Limited. The project is a proposed salt cavern gas storage facility located on Islandmagee in County Antrim, Northern Ireland. Work commenced in 2007 with the acquisition of 3D seismic data to image the Permian salt in the Larne Lough area. During 2012, planning permission was granted for the project and a gas storage licence was issued by the Utility Regulator. In October 2013, the gas storage project was granted a ‘Project of Common Interest' ("PCI") status by the European Commission. In 2015 a well was drilled to core the salt and confirm the technical feasibility of the project, supported in part by the Commission. The final stage before a Final Investment Decision will be the Front-End Engineering Design and Commercialisation of the project. To date approximately £11m has been invested in the project.

Further information is available on the project company's website: www.islandmageestorage.com.

pdf View or download the release 

 
19/05/2017 - Requisition of General Meeting PDF Print E-mail
Dissemination of a Regulatory Announcement that contains inside information according to REGULATION (EU) No 596/2014 (MAR)

19 May 2017

InfraStrata plc

("InfraStrata" or the "Company")

Requisition of General Meeting

InfraStrata plc (AIM: INFA), the independent gas storage company, announces that the Company has today received a letter dated 18 May 2017 from Wealth Nominees Limited and Hubwise Nominees Limited (collectively the "Requisitioners") regarding a requisition for InfraStrata to convene a general meeting of the Company (the "Requisitioned General Meeting") pursuant to section 303 of the Companies Act 2006, to propose the following ordinary resolutions:

  1. That Adrian Richard Pocock be and is hereby appointed as a director of the Company (with such appointment taking immediate and simultaneous effect).

  1. That Peter Verdun Wale be and is hereby appointed as a director of the Company (with such appointment taking immediate and simultaneous effect).

  1. That Anita Elizabeth Gardiner be and is hereby removed as a director of the Company.

  1. That Maurice Edward Hazzard be and is hereby removed as a director of the Company.

  1. That Andrew David Hindle be and is hereby removed as a director of the Company.

  1. That Stewart McGarrity be and is hereby removed as a director of the Company.

  1. That Kenneth Maurice Ratcliff be and is hereby removed as a director of the Company.

  1. That any person appointed as a director of the Company since the date of the requisition of the Requisitioned General Meeting at which this resolution is proposed, and who is not one of the persons referred to in the resolutions numbered 1 to 7 (inclusive) above, be and is hereby removed as a director of the Company.

Upon resolutions 1 to 8 (inclusive) taking effect, the total number of directors of the Company shall be two.

Among other things, the Requisitioners' letter stated that the Requisitioners are the pension trustees of self-invested personal pension plans of Adrian Prichard Pocock and Peter Verdun Wale and the registered holders of, in aggregate, a total of 17,664,055 ordinary shares in the capital of the Company, which represents 5.05% of the voting rights in the Company.

After consultation with its legal advisers, the Company has determined that the Requisitioners' letter is valid. InfraStrata's board of directors (the "Board") intends, in accordance with section 304 of the Companies Act 2006, to call the Requisitioned General Meeting within 21 days of the receipt of the Requisitioners' letter and to provide for such meeting to be held on a date not more than 28 days after the date of the notice of such meeting.

A statement (the "Requisitioners' Statement") accompanied the Requisitioners' letter, which the Requisitioners require the Company to circulate to those members receiving notice of the Requisitioned General Meeting, in accordance with section 314 of the Companies Act 2006. The Board will comply with the relevant statutory requirements in respect of the circulation of the Requisitioners' Statement.

The Company is committed to working constructively to assess any opportunity which may be beneficial to the Company and its shareholders. Consequently, it is the Company's intention to engage in a constructive dialogue with the Requisitioners as soon as possible.

Shareholders are advised to take no action at this time. Further announcements will be made in due course.

For further information, please contact:

InfraStrata plc

Anita Gardiner, Joint Managing Director Stewart McGarrity, Joint Managing Director

+44 (0) 28 9051 1415

Allenby Capital Limited (Nominated Adviser & Broker)

Jeremy Porter / Alex Brearley / Liz Kirchner

+44 (0)20 3328 5656

Financial PR - Camarco

Billy Clegg / Gordon Poole

+44 (0)20 3757 4980

 co-financed-eu-image.png

 

 

 

The Front End Engineering & Design (FEED) and Insitu Downhole Testing programme for the Islandmagee gas storage project is co-financed by the European Union's Connecting Europe Facility.

Disclaimer releasing the European Union from any liability in terms of the content of the dissemination materials:

"The sole responsibility of this publication lies with the author. The European Union is not responsible for any use that may be made of the information contained therein.

Notes:

Background on InfraStrata plc

InfraStrata is an independent gas storage company focused on the UK and Ireland. Further information is available on the Company's website: www.infrastrata.co.uk.

Background on the Islandmagee Storage Project

The Islandmagee gas storage project company, Islandmagee Storage Limited ("IMSL"), is owned 90% by a wholly owned subsidiary of InfraStrata plc and 10% by a wholly owned subsidiary of Mutual Energy Limited. The project is a proposed salt cavern gas storage facility located on Islandmagee in County Antrim, Northern Ireland. Work commenced in 2007 with the acquisition of 3D seismic data to image the Permian salt in the Larne Lough area. During 2012, planning permission was granted for the project and a gas storage licence was issued by the Utility Regulator. In October 2013, the gas storage project was granted a ‘Project of Common Interest' ("PCI") status by the European Commission. In 2015 a well was drilled to core the salt and confirm the technical feasibility of the project, supported in part by the Commission. The final stage before a Final Investment Decision will be the Front-End Engineering Design and Commercialisation of the project. To date approximately £11m has been invested in the project.

 

Further information is available on the project company's website: www.islandmageestorage.com.

pdf View or download the release 

 
10/05/2017 - Holdings in Company PDF Print E-mail



TR-1: NOTIFICATION OF MAJOR INTEREST IN SHARES

 

1. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached: ii


Infrastrata plc

2 Reason for the notification (please tick the appropriate box or boxes):

An acquisition or disposal of voting rights

X

An acquisition or disposal of qualifying financial instruments which may result in the acquisition of shares already issued to which voting rights are attached

 

An acquisition or disposal of instruments with similar economic effect to qualifying financial instruments

 

An event changing the breakdown of voting rights

 

Other (please specify):

 


3. Full name of person(s) subject to the notification obligation: iii



BARNARD NOMINEES LTD


4. Full name of shareholder(s)

(if different from 3.):iv

 

5. Date of the transaction and date on

which the threshold is crossed or reached: v


9th May 2017

6. Date on which issuer notified:

10th May 2017

7. Threshold(s) that is/are crossed or reached: vi, vii


5,4 and 3%



8. Notified details:

A: Voting rights attached to shares viii, ix

Class/type of shares


if possible using the ISIN CODE

Situation previous to the triggering transaction

Resulting situation after the triggering transaction

Number of Shares

Number of Voting

Rights

Number of shares

Number of voting rights

% of voting rights x

Direct

Direct xi

Indirect xii

Direct

Indirect

Ordinary Shares 0.01p GB00B28YMP66



20,000,000



20,000,000



10,000,000



10,000,000

 



2.86%

 

 

B: Qualifying Financial Instruments

Resulting situation after the triggering transaction

Type of financial instrument

Expiration date xiii

Exercise/ Conversion Period xiv

Number of voting rights that may be acquired if the

instrument is exercised/ converted.

% of voting rights

 

 

 

 

 

 

C: Financial Instruments with similar economic effect to Qualifying Financial Instruments

xv, xvi

Resulting situation after the triggering transaction

Type of financial instrument

Exercise price

Expiration date xvii

Exercise/ Conversion

period xviii

Number of voting rights instrument refers to

% of voting rights xix, xx

 

 

 

 

 

Nominal

Delta

 

 

 

Total (A+B+C)

Number of voting rights

Percentage of voting rights

10,000,000

2.86%





9. Chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held, if applicable: xxi

 

 

Proxy Voting:

10. Name of the proxy holder:

 

11. Number of voting rights proxy holder will cease to hold:

 

12. Date on which proxy holder will cease to hold voting rights:

 

 


13. Additional information:

Barnard Nominees Ltd no longer has a notifiable holding in the Company.

14. Contact name:

Simon Like

15. Contact telephone number:

01268 493333

 
09/05/2017 - Requisition of General Meeting PDF Print E-mail

Dissemination of a Regulatory Announcement that contains inside information according to REGULATION (EU) No 596/2014 (MAR).

9 May 2017

InfraStrata plc

("InfraStrata" or the "Company") Requisition of General Meeting

InfraStrata plc (AIM: INFA), the independent gas storage company, announces that the Company has today received a letter dated 8 May 2017 from Hornbuckle Mitchell Pension Trustees Limited and Tower Pension Trustees Limited (collectively the "Requisitioners") regarding a purported requisition for InfraStrata to convene a general meeting of the Company (the "Requisitioned General Meeting") pursuant to section 303 of the Companies Act 2006, to propose the following ordinary resolutions:

  1. That Adrian Richard Pocock be and is hereby appointed as a director of the Company (with such appointment taking immediate and simultaneous effect).

  1. That Peter Verdun Wale be and is hereby appointed as a director of the Company (with such appointment taking immediate and simultaneous effect).

  1. That Anita Elizabeth Gardiner be and is hereby removed as a director of the Company.

  1. That Maurice Edward Hazzard be and is hereby removed as a director of the Company.

  1. That Andrew David Hindle be and is hereby removed as a director of the Company.

  1. That Stewart McGarrity be and is hereby removed as a director of the Company.

  1. That Kenneth Maurice Ratcliff be and is hereby removed as a director of the Company.

  1. That any person appointed as a director of the Company since the date of the requisition of the Requisitioned General Meeting at which this resolution is proposed, and who is not one of the persons referred to in the resolutions numbered 1 to 7 (inclusive) above, be and is hereby removed as a director of the Company.

If such resolutions were to be passed, then the Company's board of directors would consist solely of Adrian Richard Pocock and Peter Verdun Wale.

Among other things, the Requisitioners' letter further informed the Company that the Requisitioners are the registered holders of a total of 17,867,508 ordinary shares in the capital of the Company, which represents 5.10% of the voting rights in the Company.


InfraStrata is currently seeking advice in relation to the validity of the purported requisition. Shareholders are advised to take no action at this time. Further announcements will be made in due course.

For further information, please contact:


InfraStrata plc

Anita Gardiner, Joint Managing Director Stewart McGarrity, Joint Managing Director

+44 (0) 28 9051 1415

Allenby Capital Limited (Nominated Adviser & Broker)

Jeremy Porter / Alex Brearley / Liz Kirchner

+44 (0)20 3328 5656

Financial PR - Camarco

Billy Clegg / Gordon Poole

+44 (0)20 3757 4980

 co-financed-eu-image.png

 

 

The Front End Engineering & Design (FEED) and Insitu Downhole Testing programme for the Islandmagee gas storage project is co-financed by the European Union's Connecting Europe Facility.

Disclaimer releasing the European Union from any liability in terms of the content of the dissemination materials:

"The sole responsibility of this publication lies with the author. The European Union is not responsible for any use that may be made of the information contained therein."

Notes:

Background on InfraStrata plc

InfraStrata is an independent gas storage company focused on the UK and Ireland. Further information is available on the Company's website: www.infrastrata.co.uk.

Background on the Islandmagee Storage Project

The Islandmagee gas storage project company, Islandmagee Storage Limited ("IMSL"), is owned 90% by a wholly owned subsidiary of InfraStrata plc and 10% by a wholly owned subsidiary of Mutual Energy Limited. The project is a proposed salt cavern gas storage facility located on Islandmagee in County Antrim, Northern Ireland. Work commenced in 2007 with the acquisition of 3D seismic data to image the Permian salt in the Larne Lough area. During 2012, planning permission was granted for the project and a gas storage licence was issued by the Utility Regulator. In October 2013, the gas storage project was granted a ‘Project of Common Interest' ("PCI") status by the European Commission. In 2015 a well was drilled to core the salt and confirm the technical feasibility of the project, supported in part by the Commission. The final stage before a Final Investment Decision will be the Front-End Engineering Design and Commercialisation of the project. To date approximately £11m has been invested in the project.

Further information is available on the project company's website: www.islandmageestorage.com.

pdf View or download the release 

 
3rd May 2017 - FEED Update PDF Print E-mail

Dissemination of a Regulatory Announcement that contains inside information according to REGULATION (EU) No 596/2014 (MAR).

3rd May 2017

InfraStrata plc

("InfraStrata" or the "Company")

FEED update

InfraStrata plc (AIM: INFA), the independent gas storage company, is pleased to announce that following its announcement on 16 March 2017, the Concept Evaluation phase of Front End Engineering Design ("FEED") for the Islandmagee gas storage project (the "Project") has been completed by the consultants and the Company is waiting for the final report. Initial results have been provided to the Company which are currently being assessed. Further updates will be provided once the outcome of the work and final report have been considered in full and next steps determined. The Company remains in discussion with potential investors to seek the funding necessary to complete the FEED and commercialisation work programme, as previously announced.

There can be no guarantee at this stage that the Company will be successful in its ongoing discussions with potential investors to secure the additional funding required. If the Board considers that the Company will not be able to secure funding in a timely manner and/or on acceptable terms, then in order to preserve available working capital it may place the Company and the Project on care and maintenance and consider utilising the remaining funds available to it to explore other options for the Company, which may include a sale of the Project and/or its assets. Further updates will be announced as appropriate.

For further information, please contact:

InfraStrata plc

Anita Gardiner, Joint Managing Director

Stewart McGarrity, Joint Managing Director


+44 (0) 28 9051 1415

Allenby Capital Limited (Nominated Adviser & Broker)

Jeremy Porter / Alex Brearley / Liz Kirchner


+44 (0)20 3328 5656

Financial PR - Camarco

Billy Clegg / Gordon Poole

+44 (0)20 3757 4980

co-financed-eu-image.png


 

 

The Front End Engineering & Design (FEED) and Insitu Downhole Testing programme for the Islandmagee gas storage project is co-financed by the European Union's Connecting Europe Facility.

Disclaimer releasing the European Union from any liability in terms of the content of the dissemination materials:

"The sole responsibility of this publication lies with the author. The European Union is not responsible for any use that may be made of the information contained therein."


Notes:

Background on InfraStrata plc

InfraStrata is an independent gas storage company focused on the UK and Ireland.

Further information is available on the Company's website: www.infrastrata.co.uk.

Background on the Islandmagee Storage Project

The Islandmagee gas storage project company, Islandmagee Storage Limited ("IMSL"), is owned 90% by a wholly owned subsidiary of InfraStrata plc and 10% by a wholly owned subsidiary of Mutual Energy Limited. The project is a proposed salt cavern gas storage facility located on Islandmagee in County Antrim, Northern Ireland. Work commenced in 2007 with the acquisition of 3D seismic data to image the Permian salt in the Larne Lough area. During 2012, planning permission was granted for the project and a gas storage licence was issued by the Utility Regulator. In October 2013, the gas storage project was granted a ‘Project of Common Interest' ("PCI") status by the European Commission. In 2015 a well was drilled to core the salt and confirm the technical feasibility of the project, supported in part by the Commission. The final stage before a Final Investment Decision will be the Front-End Engineering Design and Commercialisation of the project. To date approximately £11m has been invested in the project.

Further information is available on the project company's website: www.islandmageestorage.com.

pdf View or download the release 

 
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