Latest News

Proposed Acquisition of SIMEC Uskmouth Power Limited, Creation of a Renewable Energy Platform and Change of Name to SIMEC Atlantis Energy Limited

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014.

THIS ANNOUNCEMENT, INCLUDING INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATES OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) (COLLECTIVELY, THE “UNITED STATES”), CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR IN OR INTO ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE PROHIBITED BY ANY APPLICABLE LAW.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AND DOES NOT CONSTITUTE, CONTAIN OR FORM PART OF AN OFFER TO SELL OR ISSUE OR A SOLICITATION TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE, ANY SECURITIES IN THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.

14 December 2017

Atlantis Resources Limited (“Atlantis” or the “Company”)

Proposed Acquisition of SIMEC Uskmouth Power Limited, Creation of a Renewable Energy Platform and Change of Name to SIMEC Atlantis Energy Limite

The boards of directors of Atlantis and SIMEC UK Energy Holdings Limited (“SIMEC”), a GFG Alliance company, are pleased to announce that that they have signed a conditional share purchase agreement (“Share Purchase Agreement”) pursuant to which Atlantis (or a wholly owned subsidiary of Atlantis) has agreed to acquire the entire issued share capital of SIMEC Uskmouth Power Limited (“SUP”) in consideration for the issue to SIMEC of new Atlantis Ordinary Shares representing 49.99 per cent. of the share capital of Atlantis (the “Acquisition”).

The SIMEC group already owns an interest in Tidal Lagoon plc, the company developing tidal lagoon opportunities in Wales and north-west England.  The Acquisition provides a means for SIMEC to obtain a material stake in Atlantis’s portfolio of tidal stream and barrage projects, including Atlantis’s flagship MeyGen project in northern Scotland and the Wyre estuary project in Lancashire as well as international opportunities in Europe, Asia and North America.  The broader transaction provides a route to further diversification and growth of this portfolio through engagement with the GFG Alliance.

SUP is the owner of a power plant in South Wales (the “Plant”), and following completion of the Transaction it is intended that 220 MW of capacity at the Plant will be converted to use an end-of-waste energy pellet as fuel (“Conversion”). The converted Plant, which is intended to enter commercial operations in 2020, will sell all its power under two 20 year power purchase agreements (“PPAs”) to GFG Alliance companies, and will receive fuel under a proposed 20 year fuel supply agreement (“FSA”) with a joint venture company to be partly owned by a Liberty House Group company and partly owned by Dutch recycling group N+P Group BV (“N+P”). Atlantis and SIMEC have agreed the terms of the Route-to-Market PPA and have agreed the principal terms of the Fixed Price PPA and the FSA each as described below.

The Transaction is anticipated to be the first of a number of acquisitions from the GFG Alliance that will transform Atlantis into a diversified renewable energy company of scale owning high quality development and generating assets across the sustainable energy spectrum, supplementing its existing portfolio of assets. In view of this intention, Atlantis and SIMEC have agreed the principal terms of a proposed Relationship Agreement which will, inter alia, provide Atlantis with investment rights through a right of first offer to a pipeline of renewable power assets owned or subsequently acquired by the GFG Alliance.

The Acquisition constitutes a reverse takeover of Atlantis under the AIM Rules and is conditional, inter alia, upon Atlantis Shareholder approval and, as a result of the size of SIMEC’s shareholding in Atlantis immediately following completion of the Acquisition (“Completion”), the grant by the Securities Industry Council of Singapore (“SIC”) of the waiver of the obligation of SIMEC and its concert parties to make a mandatory offer for Atlantis under Rule 14 of the Singapore Takeover Code (“Rule 14 Waiver”) that would otherwise arise.

It is proposed to seek Atlantis Shareholder approval at a General Meeting of Atlantis which is expected to be convened (at the time the Admission Document is posted), and held during the first quarter of 2018.

Trading in Atlantis’s Ordinary Shares will be suspended this morning, 14 December 2017, with effect from 7.30 a.m. The suspension will be lifted upon the publication of an Admission Document concerning Atlantis (as enlarged following the acquisition of SUP) in accordance with the AIM Rules.

Whilst a binding Share Purchase Agreement has been executed in respect of the Transaction, there is further documentation which is required to be agreed between Atlantis and SIMEC. Accordingly, there can be no certainty that the Transaction will be concluded successfully. It is expected that the Admission Document will be published during the first quarter of 2018. If the Transaction is not going to proceed for any reason or the Share Purchase Agreement is terminated, Atlantis will make an announcement through a regulatory information service and trading in the Atlantis Ordinary Shares will cease to be suspended.

Transaction Highlights

  • Immediate acquisition of a significant power generation asset which, following Conversion, is expected to provide long-term contracted cash flows for Atlantis Shareholders (including to service medium to long-term senior debt intended to be raised for the purposes of the Conversion).
  • Creation of a listed and enlarged renewable energy platform including Atlantis’s existing tidal energy assets and the converted Plant.
  • Transformational transaction for Atlantis giving Atlantis a right of first offer on a portfolio of renewable power generation assets currently owned or subsequently acquired by the GFG Alliance in order to build a diversified renewable energy company of scale, provided that the board of Atlantis concludes that each acquisition should generate attractive returns for all shareholders in Atlantis.
  • Establishment of a value-enhancing formal and long term relationship with SIMEC and the GFG Alliance whereby SIMEC will become the holder of 49.99 per cent. of the share capital in Atlantis immediately following completion of the Transaction.
  • SIMEC will be entitled to nominate two persons to be directors of Atlantis following Completion and will enter into a relationship agreement regulating the relationship between Atlantis and SIMEC after Completion, including customary provisions requiring transactions between Atlantis and SIMEC to be on arm’s length terms and other governance arrangements, including a standstill agreement and a lock-in agreement.
  • Upon Re-admission, Atlantis will be renamed “SIMEC Atlantis Energy Limited” and will gain access to a broader range of in-house expertise and funding opportunities from the GFG Alliance as well as enhancing its national and international profile.
  • 20 year power purchase agreements proposed to be entered into with GFG Alliance companies for the converted Plant which will cover all power volumes generated providing downside protection and minimum contracted cash flows for attractive debt financing while maintaining upside linked to forward day-ahead electricity prices in the UK. There will be a £27.50 per MWh floor price for the Route to Market PPA and a fixed price of £90 per MWh for the Fixed Price PPA.
  • 20 year fixed price fuel supply agreement proposed to be entered into with all fuel for the converted Plant being supplied by a company to be jointly owned by a Liberty House Group company and Dutch recycling group N+P. These entities will also provide a corporate guarantee in relation to the obligations and liabilities under the FSA.
  • Intention for SUP to enter into a fixed price, date certain turn-key construction contract for the Conversion, with medium to long-term senior debt financing.
  • Conversion works are intended to commence in 2018 following completion of the front end engineering and design phase.
  • Atlantis expected to carry out a further equity fund raising (form, size and pricing to be determined) for working capital purposes in connection with the Transaction.

Based on the most recent unaudited accounts for the year ended 31 March 2017, the net asset value of SUP was approximately US$76.1 million (approximately £60.8 million[1]) and it generated turnover of approximately US$94.4 million (approximately £72.4 million[2]) and a net loss of approximately US$7.2 million (approximately £5.5 million2) due to mothballing the Plant while it awaits conversion work to start[3].  These financial results do not include the benefit of the Conversion or the PPAs and FSA.

Atlantis is expected to carry out an equity fund raising for working capital purposes in connection with the Transaction which, if it proceeds, would be implemented in conjunction with the Transaction. Details of the form, size and pricing of any such equity fund raising will be announced at the time of posting of the Admission Document in connection with the Transaction.

Atlantis Shareholders should be aware that Completion is conditional upon a number of conditions precedent. Further details of these conditions are set out below under the heading “Principal Terms of the Acquisition and Documentation”.

Tim Cornelius, CEO of Atlantis commented:

Following the establishment of Atlantis Energy earlier this year, we are excited about the Transaction and the partnership with SIMEC and the broader GFG Alliance which will enable us to accelerate our growth and the diversity of our business. The acquisition of SUP, together with the 20 year power purchase agreements and 20 year fuel supply agreement, is significant in itself and we believe the Transaction will deliver material value to Atlantis Shareholders through the robust contractual structure we intend to put in place.  The due diligence findings and pre-FEED work carried out to date by leading global engineering firms, support our conversion strategy and we will be fully focused on ensuring that the necessary work is undertaken to allow conversion work on the Plant to start as soon as possible following Completion.

Along with the investment in SUP, the establishment of a formal and long term relationship with SIMEC and the GFG Alliance will be transformational for our Company as we seek to create a diversified renewable energy platform of scale. SIMEC and the GFG Alliance are highly respected within the industry and will significantly enhance our visibility on the international stage. We see additional material value for Atlantis Shareholders in what we believe is the high quality renewable power asset pipeline to which Atlantis will potentially have access following completion of the Transaction.”

Jay Hambro, SIMEC’s Chief Investment Officer and CEO of Mining and Energy commented:

We have great respect for the management and technical team at Atlantis and are looking forward very much to working with them to create a major platform in the renewable energy sector. We are particularly excited about this opportunity to expand our investment in the tidal power sector which we see as a game-changing technology that holds huge possibilities for cheap, clean power in the future. This is also a major step towards our ambition to create 1 gigawatt of renewable energy capacity in the UK within the next three years

Our intention is to be a long-term supportive shareholder in Atlantis and to work with the management and Board of Atlantis to create value for all shareholders in Atlantis.  Our commitment to making a success of creating a renewable energy platform is evidenced by SIMEC’s successful track-record in investing in the UK energy sector and the re-naming of the enlarged business as SIMEC Atlantis Energy Limited. Since acquiring SUP, we have invested significant funds in its development and are fully committed to delivering its conversion to use an end-of-waste energy pellet rather than coal. We want to see SIMEC Atlantis Energy Limited accelerate its development into a diversified renewable energy company of material scale across the renewables sector and we believe that our support will achieve this.

Enquiries:

Atlantis Resources Limited

Tim Cornelius, Chief Executive Officer

Andrew Dagley, Chief Financial Officer

Tel: via FTI Consulting

FTI Consulting                                                                            

(PR adviser to Atlantis)

Ben Brewerton

Alex Beagley

Tel: +44 (0)20 3727 1000

Evercore

(Financial adviser to Atlantis)

Marcus Thompson

Tel: +44 (0)20 7653 6000

Cantor Fitzgerald Europe

(NOMAD and Joint Broker to Atlantis)

Andrew Craig

Richard Salmond

Tel: +44 (0)20 7894 7000

Macquarie Capital (Europe) Limited

(Joint Broker to Atlantis)

Rob Mansley

Nick Stamp

Tel: +44 (0)20 3037 2000

Market Abuse Regulation

The information contained within this announcement is inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014. Upon the publication of this announcement, this inside information is now considered to be in the public domain. The person responsible for arranging for the release of this announcement on behalf of Atlantis is Tim Cornelius, Chief Executive Officer of Atlantis.

Important Notice

This announcement, including information contained herein is restricted and is not for publication, distribution or release, directly or indirectly, in whole or in part, in or into the United States (including its territories and possessions, any States of the United States and the District of Columbia) (collectively, the “United States”), Canada, Australia, Japan or the Republic of South Africa or in or into any other jurisdiction in which such publication, distribution or release would be prohibited by any applicable law.

This announcement is for information purposes only and is not and does not constitute, contain or form part of an offer to sell or issue or a solicitation to buy, subscribe for or otherwise acquire, any securities in the United States, Canada, Australia, Japan or the Republic of South Africa or any other jurisdiction in which any such offer or solicitation would be unlawful. The securities referred to in this announcement have not been and will not be registered under the US Securities Act of 1933, as amended (the “Securities Act”), or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered, sold or transferred, directly or indirectly, in the United States absent registration under the Securities Act or an available exemption from, or as part of a transaction not subject to, the registration requirements under the Securities Act and in each case, in compliance with any applicable securities laws of any state or other jurisdiction of the United States. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdiction.

Certain statements in this announcement are forward-looking statements which are based on the Company’s expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts. These forward-looking statements, which may use words such as “aim”, “anticipate”, “believe”, “could”, “intend”, “estimate”, “expect” and words of similar meaning, include all matters that are not historical facts. These forward-looking statements involve risks, assumptions and uncertainties that could cause the actual results of operations, financial condition, liquidity and dividend policy and the development of the industries in which the Company’s businesses operate to differ materially from the impression created by the forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Given those risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of such statements and, except as required by the UK Financial Conduct Authority, the London Stock Exchange Plc or applicable law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

No statement in this announcement is intended to be a profit forecast and no statement in this announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

Evercore Partners International LLP (“EPI LLP”), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority and Evercore Asia (Singapore) Pte. Ltd. (“EAS” and, being together with EPI LLP, “Evercore”) , are acting as financial adviser exclusively for Atlantis and no one else in connection with the matters referred to in this announcement.  Evercore will not regard any person other than Atlantis as its client in relation to the matters referred to in this announcement and will not be responsible to anyone other than Atlantis for providing the protections afforded to clients of Evercore, nor for providing advice in relation to the matters referred to in this announcement.

Cantor Fitzgerald Europe is acting as Nominated Adviser and Joint Broker to the Company in relation to the Transaction. Cantor Fitzgerald Europe, which is a member of the London Stock Exchange and is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting for the Company and for no one else in relation to the Transaction. Cantor Fitzgerald Europe will not be responsible to any other person for providing the protections afforded to its clients nor for advising any other person in connection with the matters contained in this announcement.

This announcement has been issued by, and is the sole responsibility of, the Company. Cantor Fitzgerald Europe has not authorised the contents of any part of this announcement and no representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Cantor Fitzgerald Europe, or by any of its respective affiliates or agents, as to or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to any interested party , and any liability therefore is expressly disclaimed.

Macquarie Capital (Europe) Limited (“Macquarie”) is acting as Joint Broker to the Company in relation to the Transaction. Macquarie, which is a member of the London Stock Exchange and is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting for the Company and for no one else in relation to the Transaction. Macquarie will not be responsible to any other person for providing the protections afforded to its clients nor for advising any other person in connection with the matters contained in this announcement.

This announcement has been issued by, and is the sole responsibility of, the Company. Macquarie has not authorised the contents of any part of this announcement and no representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Macquarie, or by any of its respective affiliates or agents, as to or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to any interested party , and any liability therefore is expressly disclaimed.

Neither the content of the Company’s website (or any other website) nor the content of any website accessible from hyperlinks on the Company’s website (or any other website) is incorporated into, or forms part of, this announcement.

Regulated Information Classification: Inside information

  1. INTRODUCTION

The Atlantis Board and the SIMEC Board are pleased to announce that Atlantis and SIMEC have signed a conditional Share Purchase Agreement pursuant to which Atlantis has agreed to acquire the entire issued share capital of SIMEC Uskmouth Power Limited. SUP is the owner of the Plant, and following the Transaction it is intended that the Plant will be converted to use an end-of-waste energy pellet as fuel. The converted Plant, which is intended to enter commercial operations in 2020, will sell its power under two 20 year power purchase agreements to be entered into with GFG Alliance companies, and will receive fuel under a 20 year fuel supply agreement to be entered into with a company to be jointly owned by a Liberty House Group company and Dutch recycling group N+P.

The consideration for the Acquisition will comprise the issue by Atlantis to SIMEC of new Atlantis Ordinary Shares resulting in SIMEC holding Atlantis Ordinary Shares representing  49.99 per cent. of the Enlarged Share Capital of Atlantis.

Further details of the Share Purchase Agreement, the two PPAs and the FSA are set out below.

The Transaction is anticipated to be the first of a number of acquisitions from the GFG Alliance that will transform Atlantis into a diversified renewable energy company of scale owning high quality development and generating assets across the sustainable energy spectrum, supplementing its existing portfolio of assets. In view of this intention, Atlantis and SIMEC have agreed the principal terms of a proposed Relationship Agreement which will, inter alia, provide Atlantis with investment rights through a right of first offer to a pipeline of renewable power assets owned or subsequently acquired by the GFG Alliance. In addition, the agreed terms of the proposed Relationship Agreement ensure that Atlantis can act independently of SIMEC, with appropriate governance arrangements and with the majority of the Atlantis Board being independent of SIMEC. The Relationship Agreement will also include a standstill agreement, and there will be a separate Lock-in and Orderly Marketing Agreement as described below.

Atlantis is expecting to carry out an equity fund raising through an issue of new Atlantis Ordinary Shares for working capital purposes in connection with the Transaction, which would be implemented in conjunction with the Transaction. Details of the form, size and pricing of any such equity fund raising will be announced at the time of posting the Admission Document in respect of the Transaction.

The Acquisition constitutes a reverse takeover of Atlantis under the AIM Rules. As such, the Acquisition is conditional, inter alia, upon Atlantis Shareholder approval. It is proposed to seek Atlantis Shareholder approval for the Acquisition at a General Meeting of Atlantis, which is expected to be convened and held during the first quarter of 2018.

Trading in Atlantis Ordinary Shares will be suspended this morning, with effect from 7.30 a.m., pending publication of the Admission Document which is expected to be published in the first quarter of 2018.

As a result of the size of SIMEC’s resulting shareholding in Atlantis immediately following Completion, the Acquisition is also conditional on the Securities Industry Council of Singapore granting SIMEC and its concert parties the Rule 14 Waiver and the Independent Atlantis Shareholders’ Approval having been obtained. Further details of the Rule 14 Waiver are set out below.

Upon Re-admission, it is intended that Atlantis will be renamed “SIMEC Atlantis Energy Limited”.

Atlantis Shareholders should be aware that Completion is also conditional upon a number of conditions precedent. Further details of these conditions are set out below under the heading “Principal Terms of the Acquisition and Documentation”.

Atlantis and SIMEC have agreed the principal terms of a number of the Transaction documents but Completion is subject to, inter alia, the agreement and execution of those agreements and there can be no certainty that all of the terms of the agreements will be concluded to the satisfaction of both the Atlantis Board and the SIMEC Board, or that all of the conditions precedent will be satisfied and that Completion will take place.

  1. BACKGROUND INFORMATION ON SUP AND THE CONVERSION

SUP owns a 363 MW power plant in Newport, South Wales consisting of three 121 MW units, 220 MW of which are proposed to be converted to use an end-of-waste energy pellet as fuel following Conversion. Until operations ceased in April 2017, the plant comprised three coal-fired units accredited under the Renewables Obligation to co-fire with biomass.  SUP was acquired by SIMEC in 2015. The plant was previously owned by SSE plc and SIMEC has subsequently invested further material capital expenditure to restart the Plant and undertake development work on the conversion of the Plant from coal to an alternative fuel.

The alternative fuel to be used will be a pelletised high calorific value end-of-waste fuel with a biogenic content in excess of 40 per cent. The fuel is formed by using pelletising and recycling technology called Subcoal® which is owned and marketed by N+P, the Dutch recycling group, with specific modifications to make it suitable for combustion in a conventional power station.

The Liberty House Group and N+P are in discussions regarding collaboration between the parties, including exclusively supplying fuel to the former fossil fuelled UK power generation market, and intend to form the Fuel Joint Venture to produce the end of waste derived fuel pellets for the Plant after Conversion.  The Fuel Joint Venture will construct further fuel processing facilities (the “Processing Facilities”) in the UK, including a facility adjacent to the Plant.  The Processing Facilities will provide a dedicated supply of energy pellets to the Plant, according to its required specification. The pellets are produced by extracting high value items trapped inside widely available waste streams, by using the latest sorting and processing technology, and then are put through N+P’s patented pelletisation process, with adjustments made to meet the requirements of conventional power generation. As such, the production of the pellets reduces the volume of material being sent to landfill improving environmental outcomes.  Combustion testing indicates that the converted Plant will be able to comply with the emission limit values established for large combustion plants under EU and UK law.  A Liberty House Group company and N+P will provide a single joint and several corporate guarantee in relation to the obligations and liabilities of the Fuel Joint Venture under the FSA.

A November 2017 study by Tolvik Consulting for the Environmental Services Association regarding the availability of raw waste in the UK concluded that the total volume of waste forecast to be directed to landfill for the period from 2018 to 2030 ranges from 27.7 million tonnes in a high recycling scenario to 105.2 million tonnes for the period if there is no change in recycling levels.  The expected waste input requirement for the fuel Processing Facilities to produce the pelletised fuel for the Plant is approximately one million tonnes annually.

The proposed Conversion is expected to have a significant positive impact on the local economy. It is intended that it will create long-term and stable employment opportunities at the Plant as well as generating business for local companies involved in the supply chain. Conversion will also result in a transition from coal to an end-of-waste energy pellet, and will repurpose waste streams which might otherwise have been directed to landfill.

SUP ceased operating on 8 April 2017, pending the Conversion.

Based on the most recent unaudited accounts of SUP (which do not include the benefit of Conversion or the PPA’s and FSA), for the year ended 31 March 2017[4],[5]:

  • The net asset value of SUP was approximately US$76.1 million (approximately £60.8 million[6]); and
  • SUP generated turnover of approximately US$94.4 million (approximately £72.4 million[7]) and a net loss of approximately US$7.2 million (approximately £5.5 million7).

Atlantis and SIMEC have engaged two leading global engineering specialists to undertake due diligence and pre-FEED studies with respect to the Conversion, including the Plant’s use of the proposed fuel. Based on the work undertaken to date by these specialists and subject to completion of the due diligence and pre-FEED studies and subsequent FEED programme, the Atlantis Board and the SIMEC Board have reached a view of certain key commercial and technical parameters for the Conversion. These are set out in Table 1 below.

Table 1: Key Technical and Commercial Parameters

Parameters Amount / Time
Approximate construction cost (excluding interest during construction) GBP200 million, including contingency allowance
Construction period Approximately 18 months from completion of FEED
Capacity 220MW (net output), consisting of 2 units of 110MW each (Note: the third unit will not be converted)
Efficiency 30% (HHV)
Operating life of conversion 20 years
Overall load factor (net of availability) 76%

SUP currently has approximately 50 staff.  Atlantis expects that resourcing requirements will increase during the proposed Conversion and subsequent operation of the Plant, and will work with its advisers and existing staff to develop an appropriate resourcing plan.

  1. BACKGROUND INFORMATION ON SIMEC AND GFG ALLIANCE

The GFG Alliance is a London-headquartered international group of businesses, founded and owned by the British Gupta family. It combines energy generation, metal manufacturing, engineering, natural resources and financial services, working together to deliver a common business strategy. It has total revenues of approximately $10 billion per annum, net assets of around $1.5 billion and nearly 11,500 employees across more than 30 countries. The GFG Alliance comprises: Liberty House – an integrated industrial and metals business; SIMEC – a resources and infrastructure group; Wyelands – a banking and financial services arm; JAHAMA Estates – a division that manages the GFG Alliance’s global property holdings; and GFG Foundation, which focuses on the retention and creation of engineering and industrial skills. Through its forward-looking GREENSTEEL strategy, the GFG Alliance promotes industrial revival based on low-carbon and sustainable production methods. Its commercialisation of new technologies and the regeneration of manufacturing and engineering skills are also cornerstones of the GFG Alliance’s plan to deliver a step change for manufacturing in key regions of the world.

  1. PRINCIPAL TERMS OF THE ACQUISITION AND DOCUMENTATION

Atlantis and SIMEC have signed a conditional SPA and agreed the principal terms of a number of other Transaction documents. Details of the SPA and the terms of the agreed form of the Route to Market PPA and the agreed principal terms of the Fixed Price PPA and FSA, as well as the other principal Transaction documents are set out below and will be described in more detail in the Admission Document, if and when posted.

Share Purchase Agreement

Pursuant to the SPA, Atlantis (or a wholly owned subsidiary of Atlantis) has conditionally agreed to purchase the entire issued share capital of SUP.

Upon Completion, in consideration for the acquisition of the share capital of SUP, Atlantis will issue the Consideration Shares to SIMEC. The number of Consideration Shares will be adjusted upwards to take into account of (a) any new Atlantis Ordinary Shares issued under the Atlantis Share Plans between the date of the SPA and Completion and (b) any new Atlantis Ordinary Shares issued in the Further Equity Raise for the working capital requirements of the Enlarged Group (but excluding the working capital requirements of SUP). To the extent that working capital is required for SUP, so as to enable SIMEC to retain an interest in the Enlarged Share Capital at Completion of 49.99 per cent., SIMEC has agreed that it will convert a proportion of the SIMEC Loan (as described below), into Atlantis Ordinary Shares at the same price as any Atlantis Ordinary Shares are issued in the Further Equity Raise.  In no event will the number of Consideration Shares issued to SIMEC represent more than 49.99 per cent. of the share capital of Atlantis immediately following Completion. The agreement contains certain rights of pre-emption providing SIMEC with certain other anti-dilution rights with respect to the period prior to Completion.

Pending Completion, Atlantis has given a number of undertakings to SIMEC to the effect that the business of Atlantis will be run in the ordinary course and SIMEC has given a number of undertakings to Atlantis to the effect that the business of SUP will be run in the ordinary course. Atlantis and SIMEC have each given the other a number of representations and warranties that are broadly customary for a transaction such as the Acquisition, subject to certain customary limitations of liability. SIMEC and Atlantis have each agreed on Completion to indemnify the other in respect of tax (subject to certain limits) in respect of the period prior to Completion. Furthermore, each of Atlantis and SIMEC have agreed to negotiate with each other in good faith with a view to settling the terms of the Transaction documentation referred to in the Share Purchase Agreement, including the documentation referred to below, other than the Route to Market PPA, which is in an agreed form. The principal terms of, amongst others, the Fixed Price PPA, the FSA, the Relationship Agreement and the Lock-in and Orderly Marketing Agreement as well as the other principal Transaction documents, have been agreed in principle between Atlantis and SIMEC.

Upon Completion, SIMEC shall procure the repayment of all financial indebtedness of SUP, save in respect of the SIMEC Loan.  Further details of the SIMEC Loan are set out below.

The Share Purchase Agreement is conditional, inter alia, upon the satisfaction or waiver of a number of conditions precedent, including the following matters:

  • Atlantis Shareholder approval of the Acquisition;
  • the approval by the SIC of the Rule 14 Waiver;
  • the Independent Atlantis Shareholders’ Approval;
  • the agreement and execution of a number of transaction documents including those described below;
  • completion of satisfactory due diligence by both SIMEC and Atlantis;
  • the publication of the Admission Document; and
  • Re-admission having taken place by 14 December 2018.

The agreement contains certain termination rights for each party.

Atlantis has agreed with SIMEC that if Atlantis proposes to raise any new debt in order to obtain funds for working capital purposes, SIMEC will have a right of first refusal to match the terms of any such debt proposed by a third party.

Power Purchase Agreements and Fuel Supply Agreement

Atlantis believes that a key component of the value of SUP to Atlantis Shareholders relates to the two 20 year PPAs and the 20 year FSA. These agreements (once executed) will provide a robust and stable contractual and commercial structure relating to the supply of fuel to, and power generated by, the Plant, with downside protection and minimum contracted cash flows for attractive debt financing while maintaining upside linked to forward day-ahead electricity prices in the UK.  The PPAs will include a £27.50 per MWh floor price for the Route to Market PPA, and a fixed price of £90 per MWh for the Fixed Price PPA.

Pursuant to the terms of the SPA, Atlantis and SIMEC have agreed the terms of the Route to Market PPA and have agreed the principal terms of the Fixed Price PPA and FSA.

Atlantis has based its analysis of the Transaction, including the terms of the two PPAs and the FSA, on the current assessment of the construction cost for the Conversion as outlined in Table 1 in paragraph 2 above, which includes a contingency allowance.  This is subject to further assessment during completion of due diligence and pre-FEED, and carrying out of the FEED programme.

Under the PPAs, SUP will sell all of the electricity it generates based on SUP’s target capacity of 220MW (net output) and a target net load factor of approximately 76 per cent. The PPAs are structured as follows:

  1. 15MW fixed price PPA selling power to the fuel processing facility to be constructed adjacent to the Plant for 20 years: SUP will sell output based on a 90 per cent. net load factor from 15MW of its capacity at a fixed price of £90 per MWh (escalated annually based on CPI) (the “Fixed Price”); and
  2. 205MW route-to-market PPA with floor price for 20 years with Marble Power: SUP will sell output based on a 75 per cent. net load factor from the remaining 205MW of its capacity under an agreement at a 4 per cent. discount to the N2EX hourly day ahead price, subject always to a floor price of £27.50 per MWh (escalated annually based on CPI) (the “Floor Price”).

The FSA will be a 20 year fixed price fuel supply agreement with all of the Plant’s fuel requirements being supplied by the Fuel Joint Venture. A Liberty House Group company and N+P will provide a single joint and several corporate guarantee in relation to the obligations and liabilities of the Fuel Joint Venture under the FSA. The above Fixed Price and Floor Price under the two PPAs are based on a fuel price of £8 per tonne and a prescribed specification of 23.6 GJ/t, implying a spread of £86 MWh and £23 MWh for the Fixed Price and Floor Price, respectively.

Both Atlantis and SIMEC have committed to agreeing to “bankable” PPAs and an FSA (from a structural and commercial perspective) to enable the debt financing of the Conversion on terms that are reflective of what is currently seen in the market. With this in mind, the Fixed Price and the Floor Price have been sized in order that the Conversion can achieve average debt service coverage ratios (“DSCR”) of at least 1.35x, assuming leverage of 60 per cent., medium to long term senior debt over the asset life and based on the construction cost in Table 1 in paragraph 2 above. The 1.35x DSCR does not include further upside for Atlantis Shareholders from the wholesale power price, which is currently materially above the Floor Price.

EPC Contract for the Conversion

Atlantis and SIMEC intend that the Conversion of the Plant will be carried out pursuant to an EPC contract. Such EPC contract is expected to include standard provisions for liquidated damages to be payable in the event of key performance metrics and delivery dates not being achieved, as well as a robust security package reflective of what is currently being offered in the market.

Subject to confirming its current views through FEED studies, one leading global engineering specialist has indicated to Atlantis that it would be willing to enter into such an EPC contract on this basis, although at this time, there can be no certainty that an offer of such a contract from that engineering specialist will be forthcoming or that it will be forthcoming on terms that will be satisfactory to Atlantis. However, Atlantis and SUP will retain the flexibility to tender the EPC contract more broadly to other qualified contractors.

GFG Alliance Framework Agreement

This agreement will set out the parameters pursuant to which normal course of business transactions between the Atlantis Group and the SIMEC Group and the GFG Alliance will be conducted. It is intended that the terms of this agreement should enable such transactions to be carried out in a manner that should not trigger the requirements of AIM Rule 13 (relating to related party transactions).

Lock-in and Orderly Marketing Agreement

Pursuant to this agreement, SIMEC will agree not to dispose of any Atlantis Ordinary Shares for a period of six months from Completion and shall adhere to a further six month orderly marketing undertaking thereafter.

SIMEC Loan Agreement

It is envisaged that an amount of up to a maximum of approximately £11,950,000 (assuming Completion takes place at the end of the first quarter of 2018), will remain outstanding from SUP to SIMEC at Completion under the SIMEC Loan, although SIMEC has agreed that part of the SIMEC Loan will be converted at Completion into Atlantis Ordinary Shares to enable SIMEC to retain an interest in the Enlarged Share Capital of 49.99 per cent. to the extent that Atlantis raises funds in the Further Equity Raise for the purposes of SUP’s working capital requirements. This loan will be interest free, and will (subject as aforesaid), be re-payable at SIMEC’s option:

  • in cash on the earlier of (i) financial close of the Conversion; and (ii) 31 December 2019 or on every second anniversary of 31 December 2019; or
  • by the issue at any time at SIMEC’s discretion of new Atlantis Ordinary Shares at the share price of a Atlantis Ordinary Share prevailing on the date of the publication of the Admission Document which will be the same price as any Atlantis Ordinary Shares issued in the Further Equity Raise provided that SIMEC’s right to convert the SIMEC Loan to Atlantis Ordinary Shares shall be subject to the consent of the Atlantis Board (not to be unreasonably withheld or delayed), if such conversion would cause SIMEC’s shareholding in the Company to exceed 49.99 per cent. of Atlantis’s issued share capital.

The SIMEC Loan will be secured by a debenture over the assets of SUP.

Agreements for the transfers of certain assets pre-Completion

Prior to Completion, it is intended that certain assets and land will be hived out of SUP’s ownership to a member of the SIMEC Group (outside SUP).  This land will be surplus land not required for the power station operations, as well as land to be transferred to a new company for the purposes of the GridCo operations described below.

Prior to Completion, it is also intended that certain intellectual property rights, owned by the SIMEC Group, that may be required by SUP following Completion will be assigned, transferred or licensed to SUP (as the case may be).

PPA Term Sheet with Liberty Steel Newport Limited

This term sheet will grant SUP a right of first refusal to enter into a power purchase agreement for Liberty’s future electricity needs following the installation of new electric arc furnace steel-making capacity at Liberty Steel Newport’s facilities in South Wales, a fellow member of the GFG Alliance.  Were such a power purchase agreement to be entered into, the Route-to-Market PPA will allow entry into this agreement.

GridCo Agreements

It is intended that SUP’s 230 MW TEC grid connection assets and liabilities (the “GridCo Assets”) will be transferred or novated (as the case may be) to a newly incorporated company to be owned jointly by SUP and a SIMEC Group company (“GridCo”) to ensure that these assets will be held in an insolvency remote entity so that SUP and the relevant SIMEC Group entity have access to the relevant assets to export/import power at all times. The operation of GridCo will be covered by a shareholder and operating agreement. The scope and nature of the assets and liabilities which are to constitute the GridCo Assets will be agreed between Atlantis and SIMEC. GridCo will be incorporated, and the terms of the GridCo shareholder and operating agreement and associated lease will be agreed between Atlantis and SIMEC as soon as reasonably practicable.

  1. FINANCING OF THE CONVERSION

Third Party Debt Financing

The Atlantis Board expects that the Conversion will benefit from a robust contractual suite and structure, including the 20 year PPAs and the FSA, as well as an EPC contract with a reputable contractor.

Initial discussions have been held with two lending banks in relation to senior debt financing for the Conversion. Both banks have provided confirmation that based on certain assumptions and terms representative of equivalent industry sectors, it should be possible to raise senior debt for the Conversion project. The Atlantis Board believes that the feedback received from the banks was positive and was also consistent with financing assumptions used by Atlantis in analysing the Transaction, such as:

  • Average DSCR of at least 1.35x;
  • Leverage: approximately 60 per cent. of construction cost + interest during construction; and
  • Margin: up to 350-450 bps.

Third party debt financing for the Conversion will not take place until after Completion.

  1. RELATIONSHIP AGREEMENT

The Transaction is anticipated to be the first of a number of acquisitions from the GFG Alliance, subject to the right of first offer provisions described below.

Pursuant to the terms of the SPA, Atlantis and SIMEC have agreed the principal terms of a proposed Relationship Agreement. Under the Relationship Agreement, it is intended that SIMEC will give a number of undertakings to ensure that Atlantis can act independently of the SIMEC Group following Completion, including an undertaking from SIMEC to the effect that transactions, agreements or arrangements entered into with the Atlantis Group will be at arm’s length and on normal commercial terms and the majority of the Atlantis Board will be independent of SIMEC. The agreement will contain a provision that will prevent SIMEC from voting on matters where it has a conflict of interest (or potential conflict of interest).

Pursuant to the agreement, SIMEC will be entitled to nominate two persons to be directors of Atlantis after Completion for so long as SIMEC owns in excess of an agreed threshold and it is also expected that the agreement will contain customary confidentiality obligations and a standstill under which SIMEC will agree not to acquire in excess of 49.99 per cent. of the share capital of Atlantis after Completion without the approval of the Atlantis Board.

SIMEC will provide Atlantis, inter alia, with investment rights via a right of first offer to a pipeline of renewable power assets owned by the GFG Alliance from time to time. It is intended that, subject to receiving Atlantis Board approval, including meeting appropriate shareholder return criteria, and approval of the board of the relevant GFG Alliance member, additional renewable power assets will be injected over time into Atlantis providing a pathway to further growth transforming Atlantis into a diversified renewable energy company of scale owning a broad spectrum of renewable energy assets.

Each asset acquired from the GFG Alliance pursuant to the terms of the Relationship Agreement will be subjected to a rigorous due diligence process, satisfaction of appropriate shareholder return criteria and will be subject always to Atlantis Board approval.

Further details of the terms of the Relationship Agreement, once agreed, will be set out in the Admission Document.

SIMEC will agree pursuant to the Lock-In and Orderly Marketing Agreement not to sell any Atlantis Shares for a minimum period of six months from Completion, and shall adhere to at least a further six months orderly marketing undertaking thereafter.

The GFG Alliance currently has a portfolio of development, in-construction and operational renewable power generation assets across a range of geographies and technologies (the “SIMEC Pipeline”). Table 2 below provide details of various projects in the SIMEC Pipeline, totalling 670MW of capacity.

Table 2: SIMEC Pipeline

Project Location Technology Gross  Capacity Ownership Stake Status
Glenshero onshore wind Scotland Wind 168MW 100% Development
KLL Scotland Hydro 20-27MW 100% Operational
Lochaber Hydro Scotland Hydro 90MW peak 100% Operational
Lochaber and Kinlochleven Scotland Hydro 10MW 100% Development
Various incl. Uskmouth, Liberty Steel Newport, Lochaber Smelter, Hartlepool, Liberty Specialty Steels, and Liberty Pipe Various Bioliquid 127MW 100% Operational
Middleback Pumped Storage Australia Pumped Storage 90MW 100% Development
Zen Whyalla Solar Australia Solar 65MW 100% Development
Zen Playford Battery Storage Australia Battery Storage 100MW 100% Development

Atlantis believes that the establishment of a formal and long term relationship with SIMEC and the GFG Alliance will create material value for Atlantis Shareholders. In addition to the investment rights relating to the SIMEC Pipeline, upon Re-admission, it is intended that Atlantis will be renamed “SIMEC Atlantis Energy Limited”. The Atlantis Board believes this will increase its access to a broader range of in-house expertise and funding opportunities as well as enhancing Atlantis’s national and international profile.

  1. BOARD OF THE ENLARGED GROUP

Atlantis and SIMEC have agreed that SIMEC will be entitled to nominate two persons to be directors of Atlantis following Completion.  The identity of SIMEC’s proposed directors and their roles and responsibilities, as well as the Atlantis Board structure following Completion, will be described in the Admission Document.

  1. SINGAPORE TAKEOVER CODE

The Singapore Takeover Code governs, inter alia, transactions which may result in a change of control of a company to which the Singapore Takeover Code applies. An offer under Rule 14 of the Singapore Takeover Code must be in cash or be accompanied by a cash alternative at not less than the highest price paid by the offeror, or any person acting in concert with it for voting rights of the offeree company during the offer period and within six months prior to its commencement. Under Rule 14.1 of the Singapore Takeover Code, except with the SIC’s consent, where (a) any person acquires, whether by a series of transactions over a period of time or not, shares which (taken together with shares held or acquired by persons acting in concert with him) carry 30 per cent. or more of the voting rights of a company; or (b) any person who, together with persons acting in concert with him, holds between 30 per cent. and 50 per cent. of the voting rights and such person, or any person acting in concert with him, acquires in any period of six months additional shares carrying more than 1 per cent. of the voting rights, such person must extend offers immediately to the holders of any class of share capital of the company which carries votes and in which such person, or persons acting in concert with him, hold shares. In addition to such person, each of the principal members of the group of persons acting in concert with him may, according to the circumstances of the case, have the obligation to extend an offer.

For the purposes of the Singapore Takeover Code, persons acting in concert comprise individuals or companies who, pursuant to an agreement or understanding (whether formal or informal), co-operate, through the acquisition by any of them of shares in a company, to obtain or consolidate effective control of that company.

The Company will request the SIC to waive the obligation to make a general offer that would otherwise be required as a result of the Acquisition, subject to the approval of independent shareholders of Atlantis on a poll.  The Admission Document will contain further information on the Rule 14 Waiver.

  1. NEXT STEPS

The Acquisition constitutes a reverse takeover of Atlantis under the AIM Rules. As such, the Acquisition is conditional, inter alia, upon Atlantis Shareholder approval. The Acquisition is also conditional on the SIC granting SIMEC and its concert parties the Rule 14 Waiver and the Independent Atlantis Shareholders’ Approval having been obtained. It is proposed to seek Atlantis Shareholder approval for the Acquisition and the Independent Atlantis Shareholders’ Approval at a General Meeting of Atlantis, which is expected to be convened and held during the first quarter of 2018.

An application will be made to the SIC to seek a Rule 14 Waiver and an independent financial adviser will be appointed by Atlantis to advise the Independent Atlantis Shareholders in respect of the Independent Atlantis Shareholders’ Approval.

Trading in Atlantis Ordinary Shares will be suspended this morning, with effect from 7.30 a.m., pending publication of the Admission Document or, if sooner, the making of an announcement that the Transaction is not proceeding. It is expected by Atlantis that the Admission Document concerning the Enlarged Group will be published in the first quarter of 2018.

Whilst a binding Share Purchase Agreement has been executed in respect of the Transaction, there is further documentation which is required to be agreed between Atlantis and SIMEC. Accordingly, there can be no certainty that the Transaction will be concluded successfully. It is expected that the Admission Document will be published during the first quarter of 2018. If the Transaction is not going to proceed for any reason or the Share Purchase Agreement is terminated, Atlantis will make an announcement through a regulatory information service and trading in the Atlantis Ordinary Shares will cease to be suspended.

DEFINITIONS AND GLOSSARY

The following definitions apply in this announcement, unless the context otherwise requires:

“Acquisition” – the proposed acquisition of the entire issued share capital of SUP by Atlantis as described in this announcement;

“Admission Document” – an admission document relating to the Enlarged Group to be prepared in accordance with the AIM Rules by Atlantis and posted to Atlantis Shareholders in due course;

“AIM” – the AIM market operated by the London Stock Exchange;

“AIM Rules” – the AIM Rules for Companies published by the London Stock Exchange;

“Atlantis Board” – the board of directors of Atlantis;

“Atlantis Group” – Atlantis and its subsidiary undertakings;

“Atlantis Ordinary Shares” – ordinary shares of no par value in the capital of Atlantis;

“Atlantis Share Plans” – Atlantis’s existing Company Share Option Plan and Long Term Incentive Plan;

“Atlantis Shareholders” – holders of Atlantis Ordinary Shares;

“Company” or “Atlantis” – Atlantis Resources Limited (UEN: 200517551R) a company registered in Singapore with its registered office at 80 Raffles Place, #36-01, UOB Plaza, Singapore 048624;

“Completion” – completion of the Acquisition in accordance with the terms of the SPA;

“Consideration Shares” – new Atlantis Ordinary Shares to be issued by Atlantis to SIMEC upon Completion;

“Conversion” – the intended conversion by Atlantis following Completion of one or more lines of the Uskmouth Power Station to use an end-of-waste energy pellet;

“DSCR” – debt service coverage ratio;

“Enlarged Group” – Atlantis and its subsidiaries (including SUP) following Completion;

“Enlarged Share Capital” – the existing Atlantis Ordinary Shares together with the Consideration Shares and, following the Further Equity Raise (if any) the Further Equity Shares;

“EPC” – engineering, procurement and construction;

“FEED” –  front end engineering and design;

“Fixed Price PPA” – the 15MW fixed price power purchase agreement to be entered into on Completion between SUP and Liberty Industries PPA Limited, a GFG Alliance company, described in this announcement;

“FSA” – the fuel supply agreement to be entered into on Completion in relation to the provision of an end-of-waste energy pellet to Uskmouth Power Station following implementation of the Conversion, as described in this announcement;

“Fuel Joint Venture”- means the company to be established by a Liberty House Group company and N+P to enter into to FSA;

“Further Equity Raise” – the further equity fund raising expected to be carried out by Atlantis, in respect of which the form, size and pricing, would, if implemented be announced at the time the Admission Document is published, as described in this announcement;

“Further Equity Shares” – the new Atlantis Ordinary Shares to be issued pursuant to the Further Equity Raise, if any;

“General Meeting” – the general meeting of Atlantis to be convened in due course at which the resolutions will be proposed to, inter alia, approve the Acquisition;

“GFG Alliance” – the alliance between Parduman Gupta and Sanjeev Gupta and each of their associated companies;

“GridCo Assets” – the grid connection assets and associated liabilities relating to SUP’s 230 MW TEC grid connection to be transferred or novated (as the case may be) to GridCo as described in this announcement;

“GridCo” – the company to be owned jointly by SUP and a SIMEC Group company with respect to SUP’s 230 MW TEC grid connection assets and liabilities

“Independent Atlantis Shareholders” – the Atlantis Shareholders other than SIMEC and its concert parties (within the meaning of the Singapore Takeover Code);

“Independent Atlantis Shareholders’ Approval” – the approval of a whitewash resolution by the Independent Atlantis Shareholders for the waiver of their rights to receive a mandatory offer from SIMEC and its concert parties pursuant to Rule 14 of the Singapore Takeover Code;

“Liberty” – Liberty Steel Newport Limited, a member of the GFG Alliance;

“Liberty House Group” – Liberty Global Holdings Pte Limited and its subsidiary entities, part of the GFG Alliance;

“London Stock Exchange” – London Stock Exchange plc;

“Marble Power” – Marble Power Limited, a member of the GFG Alliance;

“SUP” – SIMEC Uskmouth Power Limited a company incorporated in England & Wales with No. 05104786 whose registered office is at Uskmouth Power Station, West Nash Road, Nash, Newport, NP18 2BZ;

“MW” – megawatt;

“N+P” – N+P Group BV, the Dutch recycling group;

“Plant” – SUP’s power plant in Newport, South Wales;

“PPAs” – means the Fixed Price PPA and the Route-to-Market PPA, and PPA shall mean either of them as the context requires;

“Processing Facilities” – the fuel processing facilities proposed to be constructed in the United Kingdom by a Liberty House Group company and N+P;

“Re-admission” – admission of the Enlarged Share Capital to trading on AIM becoming effective in accordance with the AIM Rules;

“Relationship Agreement” – the relationship agreement to be entered into on Completion between the Company and SIMEC governing the relationship between Atlantis and the SIMEC Group after Completion and including the terms on which the SIMEC Group will provide Atlantis with certain investment rights to a pipeline of renewable power generation assets owned by the GFG Alliance from time to time, as described in this announcement;

“Route-to-Market PPA” – the 205MW route-to-market power purchase agreement to be entered into on Completion between SUP and Marble Power as described in this announcement;

“Rule 14 Waiver” – waiver of the obligations of SIMEC and its concert parties to make an offer for Atlantis under Rule 14 of the Singapore Takeover Code, to be sought from the SIC;

“SIC” – the Securities Industry Council of Singapore;

“Singapore Takeover Code” – means the Singapore Code on Takeovers and Mergers issued by the Monetary Authority of Singapore pursuant to section 321 of the Securities and Futures Act of Singapore;

“SPA” or “Share Purchase Agreement” – the conditional share purchase agreement between Atlantis, SIMEC and SIMEC Group Limited relating to the Acquisition, as described in this announcement;

“SIMEC” – SIMEC UK Energy Holdings Limited a company registered in the British Virgin Islands, and the seller of SUP;

“SIMEC Board” – the board of directors of SIMEC;

“SIMEC Group” – SIMEC Group Limited and its subsidiaries;

“SIMEC Loan” – the loan of up to a maximum of approximately £11,950,000 which will be outstanding and owing from SUP to the SIMEC Group and members of the GFG Alliance at Completion, assuming Completion takes place at the end of the first quarter of 2018 and part of which will be converted at Completion into Atlantis Ordinary Shares as described in this announcement;

“SIMEC Pipeline” – the portfolio of development, in-construction and operational renewable power generation assets across a range of geographies and technologies described in this announcement; and

“Transaction” – the Acquisition and the other transactions referred to in this announcement.

[1]                Net asset value based on an exchange rate of US$1 = £0.799.

[2]                Turnover and net loss based on an exchange rate of US$1 = £0.767.

[3]                As at the date of this announcement, the unaudited financial information relating to SUP for the year ended 31 March 2017 has been prepared in accordance with UK GAAP. Furthermore, this financial performance is based on SUP having operated as a coal-fired power plant. Such operations ceased on 8 April 2017. Atlantis and SIMEC have agreed that audited financial information on SUP for the year ended 31 March 2017 will be prepared in accordance with IFRS and will be available at the time of publication of the Admission Document.

[4]                As at the date of this announcement, the unaudited financial information relating to SUP for the year ended 31 March 2017 has been prepared in accordance with UK GAAP. Furthermore, this historic information on assets and financial performance is based on SUP having operated as a coal-fired power plant. Such operations ceased on 8 April 2017. Atlantis and SIMEC have agreed that audited financial information on SUP  for the year ended 31 March 2017 will be prepared in accordance with IFRS and will be available at the time of publication of the Admission Document.

[5]                Pursuant to the terms of the SPA, it is proposed that certain assets will be transferred by SUP outside SUP, and certain intellectual property rights may be assigned or transferred to SUP, in each case prior to Completion. Further details are set out in paragraph 4 of this announcement and will be set out in the Admission Document.

[6]                Net asset value based on an exchange rate of US$1 = £0.799.

[7]                Turnover and net loss based on an exchange rate of US$1 = £0.767.