REG - AFC Energy Plc - General Meeting Results and PDMR Shareholding

AFC EnergyAnnouncement

Today 10:45

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RNS Number : 4050U  AFC Energy Plc  07 August 2025

7 August 2025

AFC Energy plc

("AFC Energy", the "Group" or the "Company")

General Meeting Results and Director/PDMR Shareholding

AFC Energy plc (AIM: AFC), a leading provider of hydrogen power generation
technologies, announces that at its General Meeting held earlier today, all
resolutions put to shareholders were duly passed by the necessary majority.

General Meeting - proxy voting results

 Res. No.  Brief Description                                                               Votes for & Discretion      %      Votes against  %     Total votes (ex. Withheld)  Votes withheld
 Ordinary Resolutions
 1.        Authority to allot shares for Conditional Placing and the RetailBook Offer      145,191,111                 97.74  3,358,787      2.26  148,549,898                 401,990

 2.        Authority to allot shares for general purposes                                  145,451,014                 97.91  3,103,894      2.09  148,554,908                 396,980

 Special Resolution
 3.        Conditional on passing of ordinary resolution 1, disapplication of pre-emption  145,466,348                 97.90  3,121,587      2.10  148,587,935                 363,953
           rights

 4.        Conditional on passing of ordinary resolution 2, disapplication of pre-emption  145,562,224                 98.07  2,862,014      1.93  148,424,238                 527,650
           rights

 

 

Settlement and Admission

An application has been made to the London Stock Exchange for 44,729,253
RetailBook Offer Shares and 144,455,321 Conditional Placing Shares to be
admitted to trading on AIM ("Second Admission"). It is expected that Second
Admission will take place at 8.00 a.m. on or around 8 August 2025 and that
dealings on AIM will commence at the same time. When issued, the RetailBook
Offer Shares and Conditional Placing Shares will be credited as fully paid and
will rank pari passu in all respects with the existing ordinary shares of
£0.001 each in the capital of the Company.

Total Voting Rights

Following Second Admission, the Company's enlarged issued ordinary share
capital will be 1,131,502,399 ordinary shares, with no shares held in
treasury. This figure may be used by shareholders in the Company as the
denominator for the calculations by which they will determine if they are
required to notify their interest in, or a change in their interest in, the
share capital of the Company under the FCA's Disclosure Guidance and
Transparency Rules.

Unless otherwise defined, definitions contained in this Announcement have the
same meaning as set out in the announcement made by the Company on 16 July
2025 regarding the launch of the Placing (the "Launch Announcement").

Related party transaction and director/PDMR Shareholding

The Company confirms that pursuant to the RetailBook Offer, today the
following individuals purchased ordinary shares of 0.1 pence each in the
Company ("Ordinary Shares") at a price of 10 pence, as detailed below:

 Name                                                              Number of Ordinary Shares
 Elaine Sullivan, spouse of Gary Bullard (Non-Executive Chairman)  400,000
 John Wilson (Chief Executive Officer)                             73,970
 Sophie Wilson (spouse of John Wilson, CEO)                        199,300
 Minor child of John Wilson, CEO                                   105,000

 

As the individuals above are considered to be "related parties" as defined
under the AIM Rules, their participation in the RetailBook Offer constitutes a
related party transaction for the purposes of Rule 13 of the AIM Rules.

As such, Duncan Neale and Gerry Agnew, who are not participating in the
RetailBook Offer and are therefore considered to be independent for the
purposes of the RetailBook Offer consider, having consulted with the Company's
Nominated Adviser, Peel Hunt, that the terms of the above transactions are
fair and reasonable insofar as the Company's Shareholders are
concerned.Following the above transactions:

(i)            Gary Bullard is now interested in  5,605,000
Ordinary Shares in the capital of the Company, representing 0.50% of the
Company's issued share capital; and

(ii)           John Wilson is now interested in 6,071,267.00
Ordinary Shares in the capital of the Company, representing 0.54% of the
Company's issued share capital.

The following notification, made pursuant to Article 19(3) of the Market Abuse
Regulation, provides further details:

 

 

 1    Details of the person discharging managerial responsibilities / person closely

    associate

 a)   Name                                                         Elaine Sullivan

 2    Reason for the notification

 a)   Position/status                                              Person Closely Associated with the Company's Non-Executive Chairman

 b)   Initial notification /Amendment                              Initial notification

 3    Details of the issuer, emission allowance market participant, auction

    platform, auctioneer or auction monitor

 a)   Name                                                         AFC Energy Plc

 b)   LEI                                                          213800SRJST19GNS9U35

 4    Details of the transaction(s): section to be repeated for (i) each type of

    instrument; (ii) each type of transaction; (iii) each date; and (iv) each
      place where transactions have been conducted

 a)   Description of the financial instrument, type of instrument  Ordinary Shares of 0.1 pence each in the Company

      Identification code                                          ISIN: GB00B18S7B29

 b)   Nature of the transaction                                    Purchase of Ordinary Shares

 c)   Price(s) and volume(s)

Volume   Price
                                                                   400,000  10.00 pence

 
 d)   Aggregated Information

      Volume                                                       Volume: 400,000 ordinary shares

      Price                                                        Price: as set out above
 e)   Date of transaction                                          7 August 2025
 f)   Place of transaction                                         London Stock Exchange, AIM

 

d)

Aggregated Information

 

Volume

 

Price

 

 

Volume: 400,000 ordinary shares

 

Price: as set out above

e)

Date of transaction

7 August 2025

f)

Place of transaction

London Stock Exchange, AIM

 

 

 1    Details of the person discharging managerial responsibilities / person closely

    associate

 a)   Name                                                         John Wilson

 2    Reason for the notification

 a)   Position/status                                              Chief Executive Officer

 b)   Initial notification /Amendment                              Initial notification

 3    Details of the issuer, emission allowance market participant, auction

    platform, auctioneer or auction monitor

 a)   Name                                                         AFC Energy Plc

 b)   LEI                                                          213800SRJST19GNS9U35

 4    Details of the transaction(s): section to be repeated for (i) each type of

    instrument; (ii) each type of transaction; (iii) each date; and (iv) each
      place where transactions have been conducted

 a)   Description of the financial instrument, type of instrument  Ordinary Shares of 0.1 pence each in the Company

      Identification code                                          ISIN: GB00B18S7B29

 b)   Nature of the transaction                                    Purchase of Ordinary Shares

 c)   Price(s) and volume(s)

Volume  Price
                                                                   73,970  10.00 pence

 
 d)   Aggregated Information

      Volume                                                       Volume: 73,970 ordinary shares

      Price                                                        Price: as set out above
 e)   Date of transaction                                          7 August 2025
 f)   Place of transaction                                         London Stock Exchange, AIM

 

d)

Aggregated Information

 

Volume

 

Price

 

 

Volume: 73,970 ordinary shares

 

Price: as set out above

e)

Date of transaction

7 August 2025

f)

Place of transaction

London Stock Exchange, AIM

 

 

 1    Details of the person discharging managerial responsibilities / person closely

    associate

 a)   Name                                                         Sophie Wilson

 2    Reason for the notification

 a)   Position/status                                              Person Closely Associated with the Company's Chief Executive Officer

 b)   Initial notification /Amendment                              Initial notification

 3    Details of the issuer, emission allowance market participant, auction

    platform, auctioneer or auction monitor

 a)   Name                                                         AFC Energy Plc

 b)   LEI                                                          213800SRJST19GNS9U35

 4    Details of the transaction(s): section to be repeated for (i) each type of

    instrument; (ii) each type of transaction; (iii) each date; and (iv) each
      place where transactions have been conducted

 a)   Description of the financial instrument, type of instrument  Ordinary Shares of 0.1 pence each in the Company

      Identification code                                          ISIN: GB00B18S7B29

 b)   Nature of the transaction                                    Purchase of Ordinary Shares

 c)   Price(s) and volume(s)

Volume   Price
                                                                   199,300  10.00 pence

 
 d)   Aggregated Information

      Volume                                                       Volume: 304,617 ordinary shares

      Price                                                        Price: as set out above
 e)   Date of transaction                                          7 August 2025
 f)   Place of transaction                                         London Stock Exchange, AIM

 

d)

Aggregated Information

 

Volume

 

Price

 

 

Volume: 304,617 ordinary shares

 

Price: as set out above

e)

Date of transaction

7 August 2025

f)

Place of transaction

London Stock Exchange, AIM

 

 1    Details of the person discharging managerial responsibilities / person closely

    associate

 a)   Name                                                         Minor child of John Wilson

 2    Reason for the notification

 a)   Position/status                                              Person Closely Associated with the Company's Chief Executive Officer

 b)   Initial notification /Amendment                              Initial notification

 3    Details of the issuer, emission allowance market participant, auction

    platform, auctioneer or auction monitor

 a)   Name                                                         AFC Energy Plc

 b)   LEI                                                          213800SRJST19GNS9U35

 4    Details of the transaction(s): section to be repeated for (i) each type of

    instrument; (ii) each type of transaction; (iii) each date; and (iv) each
      place where transactions have been conducted

 a)   Description of the financial instrument, type of instrument  Ordinary Shares of 0.1 pence each in the Company

      Identification code                                          ISIN: GB00B18S7B29

 b)   Nature of the transaction                                    Purchase of Ordinary Shares

 c)   Price(s) and volume(s)

Volume   Price
                                                                   105,000  10.00 pence

 
 d)   Aggregated Information

      Volume                                                       Volume: 105,000 ordinary shares

      Price                                                        Price: as set out above
 e)   Date of transaction                                          7 August 2025
 f)   Place of transaction                                         London Stock Exchange, AIM

 

d)

Aggregated Information

 

Volume

 

Price

 

 

Volume: 105,000 ordinary shares

 

Price: as set out above

e)

Date of transaction

7 August 2025

f)

Place of transaction

London Stock Exchange, AIM

 

 

 For further information, please contact:

AFC Energy plc                                                 +44 (0) 14 8327 6726

 John Wilson (Chief Executive Officer)                          investors@afcenergy.com (mailto:investors@afcenergy.com)

 Karl Bostock (Chief Financial Officer)

 Peel Hunt LLP - Nominated Adviser and Joint Broker             +44 (0) 207 418 8900

 Richard Crichton / Georgia Langoulant / Emily Bhasin
 Zeus - Joint Broker                                            +44 (0) 203 829 5000

 David Foreman / James Hornigold (Investment Banking)

 Dominic King (Corporate Broking) / Rupert Woolfenden (Sales)

 RBC Capital Markets - Joint Broker                             +44 (0) 20 7653 4000

 Matthew Coakes / Teri Su

 Eduardo Famini / James Maitland

 FTI Consulting - Financial PR Advisors                         +44 (0) 203 727 1000

 Ben Brewerton / Chris Laing / Evie Taylor                      afcenergy@fticonsulting.com (mailto:afcenergy@fticonsulting.com)

About AFC Energy

 AFC Energy plc is a leading provider of hydrogen energy solutions, to provide
 clean electricity for on and off grid power applications. The Company's fuel
 cell technology is now deployable as electric vehicle chargers, off-grid
 decentralised power systems for construction and temporary power with emerging
 opportunities across maritime, data centres and rail as part of a portfolio
 approach to the decarbonisation of society's growing electrification needs.

 The Company's proprietary ammonia cracking technology further highlights
 emerging opportunities across the distributed hydrogen production market with
 a focus on hydrogen's role in supporting industries facing challenges in
 decarbonisation, such as mining, cement and heavy engineering.

About AFC Energy

 

AFC Energy plc is a leading provider of hydrogen energy solutions, to provide
clean electricity for on and off grid power applications. The Company's fuel
cell technology is now deployable as electric vehicle chargers, off-grid
decentralised power systems for construction and temporary power with emerging
opportunities across maritime, data centres and rail as part of a portfolio
approach to the decarbonisation of society's growing electrification needs.

 

The Company's proprietary ammonia cracking technology further highlights
emerging opportunities across the distributed hydrogen production market with
a focus on hydrogen's role in supporting industries facing challenges in
decarbonisation, such as mining, cement and heavy engineering.

 

 

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