UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO
RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of: December 2022
Commission File Number: 005-91913
Fusion Fuel Green PLC
(Translation of registrant’s name into English)
The Victorians
15-18 Earlsfort Terrace
Saint Kevin’s
Dublin 2, D02 YX28, Ireland
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
The information contained in this Form 6-K, including the exhibits hereto, shall be incorporated by reference in the Company’s registration statements on Form F-3 (File Nos. 333-251990 and 333-264714) and the prospectuses and prospectus supplements included therein.
Completion of Disposition of Assets
On December 16, 2022, Fusion Fuel Green Plc (the “Company”) and its wholly owned subsidiary, Fusion Fuel Portugal, S.A. (the “Company Sub”), entered into a Promissory Sale and Purchase Agreement (the “Agreement”) with SCPI Corum Eurion - Sucursal EM Portugal (“CORUM Eurion”), providing for a sale-leaseback transaction with respect to its electrolyzer manufacturing factory located in Vale Tripeiro Industrial Park in Benavente, Portugal (the “Property”), with the Company Sub as the seller and lessee and CORUM Eurion as the purchaser and lessor.
On December 20, 2022, the parties completed the transactions contemplated by the Agreement. Subject to the terms and conditions of the Agreement, the Company Sub sold, and CORUM Eurion purchased, the Property, for a purchase price of €9,325,000, less approximately €926,000 in holdbacks and approximately €868,631 in setoffs for amounts due by the Company Sub to CORUM Eurion under the related Lease Agreement (as defined below). The Company Sub agreed to take certain post-completion actions, including performing certain designated work on the Property. The holdbacks are to secure compliance with the obligation to perform such work and will be released to the Company Sub as the work is completed. If any of such work is not completed by the specified deadline set forth in the Agreement, the corresponding portion of the holdback will be kept by CORUM Eurion. The Agreement includes representations and warranties of the parties and other terms and conditions that are customary for agreements of its type.
At the completion of the transactions, the Company, as guarantor, and the Company Sub, as tenant, entered into a lease agreement (the “Lease Agreement”) with CORUM Eurion, as landlord, pursuant to which the Company Sub leased the Property back from CORUM Eurion. The Lease Agreement has an initial term of 20 years and automatically renews for an additional term of 10 years unless the Company Sub notifies CORUM Eurion of its election not to renew the lease at least 18 months prior to the end of the initial term. The Lease Agreement provides for a monthly rent of €50,000 (subject to annual increase based on the Portuguese consumer price index excluding housing). The Company Sub will bear all expenses, including utilities and property taxes, for the Property. To guarantee the fulfillment of its obligations under the Lease Agreement, the Company Sub made a cash deposit of €800,000 and delivered a bank guarantee of €100,000 (in each case, subject to annul review on the same basis as the rent). The Lease Agreement contains other terms and conditions that are customary for leases of its type.
On December 23, 2022, the Company issued a press release announcing the consummation of the transactions contemplated by the Agreement, which press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Exhibits
(d) Exhibits:
| Exhibit | Description | |
| 99.1 | Press release. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Fusion Fuel Green PLC | |
| (Registrant) | |
| Date: December 23, 2022 | /s/ Frederico Figueira de Chaves |
| Frederico Figueira de Chaves | |
| Chief Financial Officer |
EXHIBIT 99.1
Fusion Fuel Completes €9 million Sale and Leaseback of Benavente Factory to CORUM Eurion
Sale leaseback transaction strengthens Fusion Fuel’s balance sheet and provides flexibility to fund future growth initiatives
SABUGO, Portugal, Dec. 23, 2022 (GLOBE NEWSWIRE) -- Fusion Fuel (NASDAQ: HTOO)
(“Fusion Fuel” or the “Company”) announced today that the Company has completed a sale and leaseback of its
electrolyzer manufacturing factory in Benavente, Portugal to CORUM Eurion, an ESG certified real estate investment fund managed by CORUM
Asset Management. The €9.3 million transaction generated net proceeds of nearly €7.5 million after certain holdbacks and
deposits for the lease-back contract. The proceeds are expected to be used by the Company to continue the buildout of the Benavente
factory, fund the development of Fusion Fuel owned projects and HEVO-Chain technology, as well as for general corporate purposes. Savills
Portugal advised the Company on the transaction.
The 14,333 sqm factory, which is located in the Vale Tripeiro Industrial Park in Benavente, was originally built in 2004. The site was acquired by Fusion Fuel in 2021 and was fully refurbished by Fusion Fuel as part of its transformation into a world-class PEM electrolyzer manufacturing facility, and now features a 1 MW rooftop solar PV array along with electric vehicle chargers.
José Gavino, Head of Portugal for CORUM Investments, said: “We are very pleased with this investment of CORUM Eurion in Portugal, reinforcing the commitment in our country, ESG criteria and the real economy. We believe that this asset and this tenant fit perfectly into the way we manage our clients' savings: long-term oriented and looking for financially sound companies. This investment brings together the vision of our teams in the search for opportunities and our willingness to invest in the real economy, in this case allowing even more the development of an innovative green energy business.”
Frederico Figueira de Chaves, Fusion Fuel’s Co-Head and Chief Financial Officer, added, “We are thrilled to enter into this long-term partnership with CORUM. This marks a significant milestone for our Company, one which has been on the strategic roadmap since we acquired the site last year. The sale and leaseback of our Benavente facility enables us to recoup our investment in the asset and apply that capital to our core business—the maturation of our expansive project portfolio and the continued development of our microelectrolyzer technology and HEVO-Chain solution. We are confident this transaction will further strengthen our balance sheet and provide the Company with greater flexibility to fund our growth initiatives in Europe and North America.”
About Fusion Fuel
Fusion Fuel is an emerging leader in the green hydrogen sector committed to accelerating the energy transition through the development of disruptive, clean hydrogen solutions. Fusion Fuel has created a modular, integrated solar-to-hydrogen generator, powered by a proprietary miniaturized PEM electrolyzer, that enables off-grid production of green hydrogen. Its business lines include the sale of electrolyzer technology to customers interested in building their own green hydrogen production, the development of turnkey hydrogen plants to be owned and operated by Fusion Fuel, and the sale of green hydrogen as a commodity to end-users through long-term hydrogen purchase agreements. For more information, please visit https://www.fusion-fuel.eu.
Forward Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that are not historical facts. The words “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “could,” “target,” “potential,” “is likely,” “will,” “expect” and similar expressions, as they relate to us, are intended to identify forward-looking statements. Fusion Fuel has based these forward-looking statements largely on its current expectations and projections about future events and financial trends that Fusion Fuel believes may affect its financial condition, results of operations, business strategy and financial needs. Such forward-looking statements are subject to risks and uncertainties (including those set forth in Fusion Fuel’s Annual Report on Form 20-F, filed with the Securities and Exchange Commission on May 2, 2022) which could cause actual results to differ from the forward-looking statements. Any forward-looking statement made by Fusion Fuel herein speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for Fusion Fuel to predict all of them. Fusion Fuel undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.
Investor
Relations Contact
Ben Schwarz
ir@fusion-fuel.eu
Media
Relations Contact
Robert Collins
fusionfuel@gatewayir.com