Schedule One - Dial Square Investments plc
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Dial Square Investments plc ("Dial Square" or the "Company"), to be renamed EnergyPathways plc following Admission
COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :
C/O RJF 10th Floor, 3 Hardman Street, Manchester, Greater Manchester, England, M3 3HF
COUNTRY OF INCORPORATION:
England and Wales
COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:
www.dialsquareinvestments.com www.energypathways.uk
Dial Square Investments plc was incorporated in England and Wales on 15 February 2021 as a public limited company with limited liability under the Companies Act with registered number 13201653. Dial Square's shares were admitted to trading as a Standard Listing on the Main Market on 30 November 2022 for the purpose of undertaking one or more acquisitions. On 10 March 2023 Dial Square announced that it had entered into heads of terms to acquire 100 percent of the issued and to be issued share capital of EnergyPathways Limited ("EnergyPathways") by means of a reverse takeover. On admission of the Company's Ordinary Shares to trading on AIM, the Company intends to cancel its listing on the Standard List. EnergyPathways is an integrated energy transition company, initially targeting development of UK gas assets, with the aim of bringing these into production, in the near-term, to provide low emission energy solutions to assist with the UK's transition to net zero while also providing critical energy security to the UK. EnergyPathways holds, via its wholly-owned subsidiary, a 100 per cent. interest in block 110/4a in Seaward Licence P2490 that contains the Marram gas field ("Marram Field"), located 30km west of mainland UK, close to existing infrastructure in the UK waters of the UK Irish Sea Basin. The Marram Field, which was discovered in 1993, is estimated to contain 35.3 Bcf of undeveloped gas 2P Reserves and lies approximately 15km east of the existing offshore South Morecambe Gas Platform and 20-25 km from gas trunklines to shore. In the Marram Field, EnergyPathways has identified what it considers to be a 'ready-to-go' gas development asset, in that it has been fully appraised and has low sub surface technical risk. It is also able to be brought into production quickly, due to its simple tie-back development plan to existing infrastructure. EnergyPathways is targeting first gas from the Marram Field in 2025. The Directors and the Proposed Directors believe that natural gas is a bridging fuel with a key role to play in the UK's energy transition to net zero and providing energy security. It is their view that a successful development of the Marram Field has the potential to make a favourable contribution towards reducing UK emissions providing energy security. The volatility experienced in the UK energy market during 2022 and into 2023, resulting from years of under-investment in oil and gas projects and exacerbated by the ongoing war in Ukraine, has highlighted the necessity for development of domestic gas projects such as the Marram Field. The Directors and the Proposed Directors believe that the undeveloped potential gas resources identified by EnergyPathways in the UK Irish Sea- which may be up to 2 TCF - are ideally suited for integration with the clean energy technologies and assets in the region to develop reliable, cost competitive low emission energy supply. The UK Irish Sea region contains major renewable wind generation capacity, reservoirs suited to natural gas and hydrogen energy storage and CCUS and existing energy infrastructure. The UK's leading hydrogen hub development is also nearby. The co-location of these energy assets offers the opportunity for cost-effective integration. Gas power generation is set to have a critical role in providing flexible energy supply as intermittent renewable wind energy generation increases. In this regard, available UK domestic gas, along with stored gas, will be critical in providing back up capacity. Further ahead, the development of a hydrogen economy in the UK will be driven initially by using gas feedstock, gas reforming technologies and CCUS. The Enlarged Group's initial focus will be the development of the Marram Field, however it also plans to generate shareholder value by playing a wider role in providing the UK with energy security and net zero energy solutions. In line with this, it has submitted applications to the NSTA for the award of additional licences with undeveloped gas resources in the UK Irish Sea. EnergyPathways intends to support UK energy security with new domestic gas production and in doing so, displace high emission imported LNG, thereby reducing the UK's net carbon footprint. The Directors and the Proposed Directors anticipate that there may also be potential to integrate new production with the nearby wind renewable capacity to provide flexible power generation capacity for grid stability, CCUS and hydrogen storage reservoirs and feedstock for hydrogen production. It also intends to consider opportunities to participate in other selected discovered gas fields and energy transition opportunities in the region and across the UK more broadly where integration opportunities exist.
Number of ordinary shares on Admission :TBC ordinary shares of £0.01 each in the capital of the Company ("Ordinary Shares"). Issue Price per Ordinary Share: 4p Each Ordinary Share carries one vote and the right to dividends. There are no restrictions as to the transfer of the Ordinary Shares. No Ordinary Shares will be held as treasury shares on Admission.
Total capital to be raised on Admission: £TBC Anticipated market capitalisation on Admission: £TBC
PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION :
TBC %
None
Current Directors of Dial Square: Neil Cousins - Non-Executive Chairman Lincoln Moore - Non-Executive Directo r The Current Directors will resign from the board on Admission Proposed Directors following Admission: Mark David Crawford Steeves - Independent Non-executive Chairman Benedict ("Ben") James Murray Clube - Chief Executive Officer Benjamin ("Ben") James Hodges - Chief Financial Officer Graeme Paul Marks - Asset Manager Stephen Paul West - Non-executive Director Horácio Luis De Brito Carvalho - Independent Non-executive Director
Name % of the issued share capital before Admission % of the issued share capital after Admission Alan Mcleish 22.37% TBC Star Racing Limited 5.42% TBC Brett Lord 5.95% TBC Optiva Securities Limited 5.65% TBC Sebastian Marr 5.57% TBC James Sheehan* 5.33% TBC WMH Consulting 3.79% TBC Ashwan i Sudera 3.79% TBC Sport Media Ventures Ltd 3.20% TBC NonFinite SA Sicav Absolute Return Fund - TBC Zeta Petroleum - TBC Ben Clube - TBC Graeme Marks - TBC Peter Nicholls - TBC *Including 422,880 shares held by Scwiar Capital Ltd, a company wholly owned by James Sheehan
NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:
N/A
- 31 December (2) Dial Square Investments plc: Audited results to 28 February 2022 (and unaudited interim results to 31 August 2023) EnergyPathways Limited: Audited results to 31 December 2022 (and unaudited interim results to 30 June 2023) (3) 30 June 2024, 30 September 2024,.30 June 2025
EXPECTED ADMISSION DATE:
Mid December 2023
NAME AND ADDRESS OF NOMINATED ADVISER:
Cairn Financial Advisers LLP 9 th Floor, 107 Cheapside, London, EC2V 6DN United Kingdom
NAME AND ADDRESS OF BROKER:
JOINT BROKERS Optiva Securities Limited 2 Mill Street London W1S 2AT Global Investment Strategy UK Limited 2nd Floor, Solar House 915 High Road London N12 8QJ
A copy of the Admission Document will contain full details about the applicant and the admission of its securities, and will be available from the Company's website at: www.energypathways.uk from Admission.
THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY
QCA Corporate Governance Code
DATE OF NOTIFICATION:
NEW/ UPDATE:
New
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