Green and Smart raise up to £552,759 Through Private Placement

Green & Smart Holdings plc, a renewable energy company generating power from biogas captured through the treatment of palm oil mill effluent (POME) in Malaysia, is pleased to announce that it has successfully raised up to £552,759 by way of a private placement of 6,141,772 shares of no par value in the Company (“Shares”) at a price of 9 pence per Share (the “Issue Price”) and 5,848,664 five year warrants (exercisable at a price of 9.25 pence per share) to subscribe in aggregate up to 5,848,664 Shares (the “Private Placement”).

The net proceeds of the Private Placement will be used to bid for new quotas, progress with grid connection of the fully-owned Malpom plant and for working capital purposes.

The Issue Price represents a discount of 6.5 per cent. to the mid-market closing price of 9.625 pence on 16 June 2017. The Private Placement is not being underwritten and is conditional only upon admission of the Shares to trading on AIM. The Private Placement is being conducted pursuant to the existing authorities granted to the Directors of the Company at its annual general meeting on 27 April 2017 and therefore no further shareholder approval is required. The 6,141,772 Shares placed represent approximately 2.1 per cent. of the Company’s issued share capital as enlarged by the Shares (the “Enlarged Share Capital”).

Application has been made to the London Stock Exchange for 3,641,107 Shares to be admitted to trading on AIM (“Admission”) and it is expected that such Admission will occur at 8.00 a.m. on 20 June 2017. The Shares will be issued credited as fully paid and will rank in full for all dividends or other distributions declared, made or paid after the admission of the Shares and will otherwise be identical to and rank on Admission pari passu in all respects with the existing shares of no par value. The Private Placement involves a limited number of selected investors and, accordingly, no prospectus will be issued by the Company within the meaning of the Companies (Jersey) Law 1991 as amended, and the consent of the Jersey Financial Services Commission will not be sought or obtained in connection with the Private Placement. The Shares are not being made available to the public and are not being offered or sold into any jurisdiction where it would be unlawful to do so.

Immediately following Admission, the Company will have 291,069,141 shares of no par value in issue, none of which will be held in treasury.

Issue of Warrants

In accordance with the terms of the Private Placement, the Company will issue Warrants to subscribe for up to 5,848,664 shares of no par value, exercisable at a price of 9.25 pence per share in accordance with the terms of warrant instruments under which Warrants will become exercisable immediately upon issue until June 2022. Following the issue of the Warrants, there will be warrants to subscribe up to a total of 7,231,997 shares of no par value in the Company.

The issue of the Shares and Warrants placed pursuant to the Private Placement, which remain unissued following Admission, will occur separately and will be notified by the Company in the coming days.

Saravanan Rasaratnam, Group Managing Director of Green & Smart, commented:

“We are pleased to announce this successful fundraising. Our ability to continue to be a market leader is very much dependent on the availability of adequate funding and financing and this fundraising will enable us to bid for new quotas as well as progress with our current pipeline of projects. On behalf of the board I warmly welcome the new shareholders of Green & Smart.”