Path Investments plc (LON:PATH), the energy and natural resources investment company, has announced the extension of, and certain amendments to, its binding agreement with Zoetic International plc (LON:ZOE) for the acquisition of its 75% ownership of DT Ultravert.
As announced on 1 October 2020, Path has secured agreement for the purchase of 25% of DTU from Diversion Technologies LLC and therefore the conclusion of the acquisition from Zoetic will unify DTU in one party’s ownership for the first time. Path considers this will be a key factor in the successful marketing of DTU going forward.
The Company has previously announced that it is proceeding with preparation for publication of a prospectus relating to its acquisition of 100% of DTU from both Zoetic and Diversion and readmission of Path’s ordinary shares to the standard segment of the Official List maintained by the Financial Conduct Authority and to trading on the Main Market of the London Stock Exchange. This is progressing, but to accommodate the time required to complete the matters associated with the Re-admission, the Company and Zoetic have agreed to extend the long stop date within the agreement. No such extension is required at this time for the agreement with Diversion.
In addition, Path and Zoetic have taken the opportunity to amend the consideration and structure of the transaction to match that agreed with Diversion pro-rata.
Firstly, in order to simplify the transaction, the Kansas assets will now be retained by Zoetic and accordingly they no longer form part of the transaction. The Company has today agreed with GasRock Limited that the conditional agreement announced by the Company on 5 October 2020 for their purchase of the Kansas assets is cancelled with immediate effect, at no cost to either party.
Secondly, the consideration for the acquisition of the 75% of DTU from Zoetic has been adjusted and will now be satisfied by the issue by Path to Zoetic of 30,000,000 ordinary shares in Path on Re-admission, together with the issue of 15,000,000 warrants to subscribe for ordinary shares in Path at any time from the first to the third anniversaries following completion of the acquisition at an exercise price of 1.5 pence per ordinary share. In return, Zoetic has agreed that no royalty payments will be made in respect of revenue earned by Path from DTU.
Completion of the transactions with Zoetic and Diversion are subject to a number of items, including the publication of a prospectus by Path prepared in accordance with the Prospectus Regulation Rules made under section 73A of the Financial Services and Markets Act 2000 (as amended) and approved by the UK Financial Conduct Authority under section 87A of Financial Services and Markets Act 2000 (as amended) and Re-admission.
Commenting, Christopher Theis CEO of Path Investments, said: “We are pleased to have agreed the extension and amendment of our transaction with Zoetic. We now have a more balanced and simplified transaction structure which meets the needs of all parties and we look forward to completion of the transaction shortly. The removal of the ongoing royalty in return for the restructured consideration and retention of the Kansas assets by Zoetic creates a cleaner structure and one which is potentially more valuable to Path over the long term.”