TIDMDSI
RNS Number : 4826V
Dial Square Investments PLC
04 December 2023
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR
INDIRECTLY, IN OR TO INDIA, THE UNITED STATES, AUSTRALIA, CANADA,
THE REPUBLIC OF SOUTH AFRICA, JAPAN, ANY MEMBER STATE OF THE EEA OR
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RELEASE OF THIS ANNOUNCEMENT WOULD BE UNLAWFUL. PLEASE SEE THE
SECTION ENTITLED "DISCLAIMER" TOWARDS THE OF THIS ANNOUNCEMENT.
This announcement is an advertisement and does not constitute an
admission document or a prospectus for the purposes of EU
Regulation 2017/1129 as it forms part of UK domestic law by virtue
of the European Union (Withdrawal) Act 2018 as amended (the 'UK
Prospectus Regulation') and Part VI of the Financial Services and
Markets Act 2000, as amended. Investors must subscribe for or
purchase any shares referred to in this announcement only on the
basis of information contained in the Admission Document to be
published by Dial Square Investments plc (to be renamed
EnergyPathways plc following Admission) on or around 14 December
2023 and not in reliance on this announcement. Copies of the
Admission Document may, once published, subject to any applicable
law, be obtained from the registered office of the Company and on
EnergyPathways plc's website www.energypathways.uk, subject to
certain access restrictions.
This announcement does not constitute, and may not be construed
as, an offer to sell or an invitation to purchase investments of
any description in any jurisdiction, a recommendation regarding the
issue or the provision of investment advice by any party. No
information set out in this announcement is intended to form the
basis of any contract of sale, investment decision or any decision
to purchase shares in the Company.
This announcement constitutes a financial promotion for the
purposes of section 21 of the Financial Services and Markets Act
2000, as amended and has been approved by Cairn Financial Advisers
LLP which is authorised and regulated by the Financial Conduct
Authority.
4 December 2023
Dial Square Investments plc
(to be renamed EnergyPathways plc following Admission)
("Dial Square" or the "Company")
Intention To Float
Dial Square to Complete Reverse Takeover and EnergyPathways'
Admission to AIM
Dial Square, a London Stock Exchange traded special purpose
acquisition vehicle, is pleased to provide an update on the
proposed Reverse Takeover ("RTO") of EnergyPathways Ltd
("EnergyPathways") an integrated energy transition company,
initially targeting UK gas assets, with the aim of bringing into
production, in the near-term, low emission energy solutions to
assist with the UK's transition to Net Zero while also providing
critical supply to ensure domestic energy security.
Further to the RNS dated 10 March 2023 regarding the proposed
Reverse Takeover, and the Schedule 1 announcement issued on 30
November 2023, the Company intends to raise a minimum of GBP2
million to complete its acquisition of EnergyPathways, and the
Admission of the enlarged entity, to be renamed EnergyPathways plc,
on AIM.
The net proceeds will be used to progress the Marram Gas Project
through to Final Investment Decision (FID) in 2024.
Highlights of EnergyPathways' Investment Case:
-- EnergyPathways holds 100% operated interest in block 110/4a
in Seaward Licence P2490 that contains the Marram gas field
("Marram Gas Project"), located close to existing infrastructure
and the developed Morecambe gas complex in the UK waters of the UK
Irish Sea Basin
-- Focused strategy based around near-term, low emission gas
development and longer-term energy transition solutions
-- Supportive market drivers underpinned by UK's prioritisation
of domestic gas to support Energy Security and Energy
Transition
-- Low-risk Marram Gas Project - estimated to contain 35.3 Bcf of undeveloped gas 2P Reserves
-- High-value project with:
o an estimated potential net present value (NPV10) of
approximately GBP100 million;
o a estimated potential return on investment (ROR) of 70%;
and
o an estimated payback period of n 12 months from first
production.
-- Targeting first gas from Marram Gas Project in 2025
-- Building portfolio through early mover advantage in UK East
Irish Sea - made requests for additional licences in UK East Irish
Sea and participated in 33rd Licencing Round
-- Highly experienced team with strong technical and commercial
competencies and track record for value creation
-- Active news flow pipeline providing numerous value catalysts in the near-term
Listing Highlights & Key Events
-- Company intention to raise a minimum of GBP2m by way of a
private placement to complete RTO and admission to trading on
AIM
-- Dial Square to be renamed EnergyPathways plc following Admission
-- Expected first day of dealings on or around 14 December 2023
-- AIM ticker will be EPP
-- New board and management team with strong technical and commercial track record
For more details on EnergyPathways, please visit the website:
https://energypathways.uk/
Commenting on the update, Neil Cousins, Non-Executive Chairman
of Dial Square said:
"We chose EnergyPathways as the RTO target on the basis of its
strong investment story and supportive market drivers.
EnergyPathways' story is highly topical and relevant to the UK
market, and the value upside potential is clear to see from the
Marram project economics. We were also attracted to their near-term
news flow pipeline which provides plenty of scope for new and
existing investors to benefit from progress towards FID and the
award of additional and complementary licences. We look forward to
communicating this investment proposition to the market in the
coming weeks as we seek to raise the funds to complete the RTO and
admission to AIM in mid-December. I'd like to thank our
shareholders for their patience through this process and we hope to
reward them with what we believe to be a highly compelling and
value-accretive transaction."
Commenting on the process, Ben Clube, CEO of EnergyPathways
said:
"We are very excited to bring our investment proposition to the
London market. We believe the market drivers for our story are
supportive in terms of the UK's focus on Energy Security and demand
for domestic natural gas to support the nation's transition to Net
Zero. Our activities have numerous positive impacts across the
various pillars of ESG in terms of displacing higher-emission and
higher-cost LNG imports and the CCS and Hydrogen storage
characteristics of our focus asset, the economic implications of
job creation and taxation as and when our assets move into
production, and further, the impact that new, cleaner domestic
supply will have in terms of UK's Energy Security and consumer
energy bills.
The economics of the Marram discovery are robust and compelling,
with an NPV10 that represents a large multiple of our current
valuation. Upon completion of the fundraise, we aim to reach FID in
2024 and production of first gas in 2025. With a substantial cash
flow profile in the first two years, we hope investors will be
enthused by the project's rapid rates of return. We are also seeing
an improving political climate for our operations as the Government
implements changes to encourage investment into the vital supply
required to achieve the objectives of the nation's energy
policy."
Enquiries
Dial Square Investments plc
Neil Cousins (Non-Executive Chairman) +44 (0)1615040629
Cairn Financial Advisers LLP
Jo Turner/Louise O'Driscoll/Sandy Jamieson +44 (0) 20 7213 0880
Optiva Securities Limited (Company Broker)
Christian Dennis / Daniel Ingram +44 (0)20 3137 1903
Buchanan (Financial PR) +44 (0)207 466 5000
Ben Romney / Barry Archer energy@buchanan.uk.com
Disclaimer
Subject to the Company's regulatory obligations, including under
the AIM Rules, the Disclosure Guidance and Transparency Rules, the
EU Market Abuse Regulation and the Financial Services and Markets
Act 2000 ("FSMA"), neither the Company nor Cairn Financial Advisers
LLP undertakes any obligation to update publicly or revise any
forward looking-statement whether as a result of new information,
future events or otherwise. None of the statements made in this
announcement in any way obviates the requirements of the Company to
comply with its regulatory obligations.
The contents of the Company's website do not form part of this
announcement.
Cairn Financial Advisers LLP ("Cairn"), which is authorised and
regulated in the United Kingdom by the FCA, is acting exclusively
for the Company as nominated adviser in connection with Admission.
Cairn is not acting for any other person and will not be
responsible to any other person for providing the protections
afforded to customers of Cairn or for advising any other person in
connection with Admission. The responsibility of Cairn, as the
Company's nominated adviser, is owed solely to the London Stock
Exchange and is not owed to the Company or the Directors or any
other person. No representation or warranty, express or implied, is
made by Cairn or any of its directors, officers, partners,
employees, agents or advisers as to the contents of this document
(without limiting the statutory rights of any person to whom this
document is issued). No liability whatsoever is accepted by Cairn
or any of its directors, officers, partners, employees, agents or
advisers for the accuracy of any information or opinions contained
in this document or for the omission of any material information
for which it is not responsible.
The Company may decide not to go ahead with any offer of
Ordinary Shares (the "Offer") and there is therefore no guarantee
that an Admission Document will be published, the Offer will be
made or Admission will occur and investors should not base their
financial decisions on the Company's intentions in relation to any
Offer or Admission at this stage.
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This announcement includes statements that are, or may be deemed
to be, "forward-looking statements". These forward-looking
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things, the Company's prospects, growth, strategies and the
Company's markets. By their nature, forward-looking statements
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depend on circumstances that may or may not occur in the future.
Forward-looking statements are not guarantees of future
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There are a number of factors that could cause actual results
and developments to differ materially from those expressed or
implied by these forward-looking statements. These factors include,
but are not limited to, changes in general market conditions,
legislative or regulatory changes and changes in taxation regimes.
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END
ITFMZMGZNFKGFZM
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