Regulatory News pertaining to Universal Matter’s proposed acquisition of Applied Graphene Materials
21 February 2023
Applied Graphene Materials plc
("Applied Graphene Materials", the "Company" or the "Group")
Proposed Sale of Shares in the Company’s Main Operating Subsidiaries and Proposed De-Listing of the Company’s Ordinary Shares
Further to the announcement on 13 January 2023, the Board announces that the Company has agreed binding terms with Universal Matter UK Limited, a wholly owned subsidiary of Universal Matter Inc., (“Universal Matter” or the “Buyer”) to sell the entirety of its shares in Applied Graphene Materials UK Limited (“AGM UK”) and Applied Graphene Materials LLC (“AGM US”), the Company’s main operating subsidiaries (together, the “Subsidiaries”), for a total consideration of US$1.3m (“Consideration”), payable in cash by completion (the “Transaction” or “Disposal”).
The Transaction constitutes a disposal resulting in a fundamental change of business under the AIM Rules and is therefore conditional on, inter alia, shareholder approval and National Security and Investment Act 2021 (“NSIA”) approval pursuant to a mandatory notification to be made by the Buyer shortly after the date of this announcement.
A general meeting of the Company’s shareholders will be convened ( “General Meeting”) and a circular sent out to shareholders in due course (the “Circular”). The Company will also put a resolution to shareholders to de-list the Company’s ordinary shares to trading on AIM and convert from a public limited company to a private limited company (the proposed “De-Listing”).
The Circular will set out further reasons why the board believes the Transaction and the De-Listing are in shareholders' best interests.
The Directors have for some time been reviewing the merits or otherwise of the Company’s ordinary shares continuing to be admitted to trading on AIM and remaining a public limited company in the UK. The following key factors have been taken into account by the Directors in reaching the conclusion that, assuming completion of the Disposal, the De-Listing is in the best interests of the Company and its Shareholders as a whole:
following completion of the Disposal, there will be negligible assets remaining within the Group which would not justify the costs associated with remaining as a listed business; and as a cash shell, the Directors believe that the Company would not be of sufficient scale to attract any interest from institutional and other investors and would consequently suffer from a lack of liquidity in its ordinary shares.
Coupla runs in '20, but it seems they just couldn't find buyers or monied-investors to better develop graphene applications - like so many OTCs with hopes & dreams: no real business to build on, and no BUY SIGNALS, just a long-term drip lower.
Applied Graphene Materials PLC (AIM:AGM, OTCQX:APGMF) (AGM), the producer of specialty graphene nanoplatelet dispersions, said it signed a supply agreement with a global leader in the car detailing industry for an exclusively developed graphene-based solution.
The partnership with a global household name brand represents a significant milestone for AGM in the car care sector, where it has already announced multiple product launches with smaller participants.
With over 80 years' experience producing award-winning products for the international car care sector, AGM said its unnamed new partner is driving innovation in the market and now leads the way in the supply of high-performance auto detailing and finishing products. ....
Case Study The innovative formulation reduces contact resistance in coated copper and aluminium electrical cable joints to reduce the power lost over the connection and decrease operating temperature. Using the graphene-based 8079 (A) Power-Plus coating, a 30-50% reduction in contact power loss is achieved, offering significant energy savings over time. https://www.appliedgraphenematerials.com/stanvac-superon-group/
Our graphene nanoplatelet dispersions enhance the performance of numerous industrial systems, enable customers to create value adding, innovative new products in market sectors including industrial paints and coatings, car care, polymer composites, thermal adhesives, batteries and energy storage, and other functional fluids. https://www.appliedgraphenematerials.com/our-graphene-nanoplatelets/
The Genable dispersion product ranges deliver graphene nanoplatelet’s breakthrough performance enhancements to a range of applications including paints and coatings, batteries and energy storage, polymer composites and lubricants, car waxes and polishes.
AGM offers a selection of different Genable graphene dispersions optimised to meet a variety of application needs. Graphene offers performance enhancements in advanced materials.