REG - AFC Energy Plc - Results of Oversubscribed Placing and Subscription
17/07/2025 08:00
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RNS Number : 4637R AFC Energy Plc 17 July 2025
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, NEW ZEALAND,
CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR IN OR INTO ANY OTHER
JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY
APPLICABLE LAW OR REGULATION.
FURTHER, THIS ANNOUNCEMENT IS MADE FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY
OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO
ANY PERSON SUBSCRIBE FOR OR OTHERWISE ACQUIRE OR DISPOSE OF ANY SHARES IN AFC
ENERGY PLC IN ANY JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN ARTICLE 7 OF
REGULATION (EU) NO 596/2014 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL OF
16 APRIL 2014 ON MARKET ABUSE (MARKET ABUSE REGULATION) AS RETAINED AS PART OF
UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 AS AMENDED.
UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN.
17 July 2025
AFC Energy plc
("AFC Energy", the "Group" or the "Company")
Results of Oversubscribed Placing and Subscription
AFC Energy plc (AIM: AFC), a leading provider of hydrogen power generation
technologies, announces that it has conditionally raised gross proceeds of
£23 million by way of an oversubscribed placing of new Ordinary Shares (the
"Placing") (incorporating the Firm Placing and the Conditional Placing) and
direct subscription with certain directors (the "Subscription").
The new Ordinary Shares to be allotted pursuant to the Placing and
Subscription are to be issued at an issue price of 10 pence per share (the
"Issue Price").
In addition to the Placing and Subscription, the Company has also separately
engaged RetailBook to undertake the RetailBook Offer of the RetailBook Shares
at the Issue Price (the "RetailBook Offer") to existing retail investors
through the RetailBook platform. The RetailBook Offer is to raise up to £5
million (which together with the Placing and the Subscription is the
"Fundraising") at the Issue Price. The RetailBook Offer remains open and will
close at 2pm on 21 July 2025.
Details of the Placing and Subscription
The Company confirms that it has successfully placed a total of 225,000,000
Placing Shares at the Issue Price comprising 80,544,679 Firm Placing Shares
and 144,455,321 Conditional Placing Shares, resulting in gross proceeds of
£23 million.
Gary Bullard, John Wilson, Karl Bostock and Monika Biddulph (together, the
"Subscribing Directors") have agreed to subscribe for an aggregate of
5,000,000 Subscription Shares at the Issue Price, raising gross proceeds of
£0.5 million.
The 80,544,679 Firm Placing Shares and 5,000,000 Subscription Shares will be
allotted and issued under the Company's existing share capital authorities.
The 144,455,321 Conditional Placing Shares and such number of RetailBook Offer
Shares as are subscribed for will be allotted and issued conditional upon
shareholder approval at the General Meeting expected to be convened on 7
August 2025. The Company expects to post the Circular, including the notice of
General Meeting in the coming days.
The Firm Placing Shares, the Conditional Placing Shares and Subscription
Shares represent 26.8 per cent. of the issued ordinary share capital of the
Company prior to the Fundraising. The Issue Price represents a discount of
approximately 26.3 per cent. to the closing mid-market price on 16 July 2025.
Up to a further 50,000,000 RetailBook Offer Shares may be issued pursuant to
the RetailBook Offer. No part of the Fundraising is being underwritten.
The Conditional Placing and the RetailBook Offer are conditional upon, amongst
other matters, the passing of the Fundraising Resolutions at the General
Meeting. The entirety of the Placing is conditional upon, amongst other
things, the Placing Agreement between the Company, Peel Hunt, Zeus, RBC and
Yellowstone becoming unconditional and not being terminated in accordance with
its terms.
Settlement and Admission
The New Ordinary Shares will, when issued, be credited as fully paid and will
be issued subject to the Company's articles of association and will rank pari
passu in all respects with the existing issued Ordinary Shares in the capital
of the Company, including the right to receive all dividends and other
distributions declared, made or paid on or in respect of such shares by
reference to a record date falling after their issue. Application will be made
to the London Stock Exchange for the New Ordinary Shares to be admitted to
trading on AIM ("Admission").
It is expected that Admission of the Firm Placing Shares and Subscription
Shares will occur at 8.00 a.m. on 21 July 2025 ("First Admission"). Subject to
the passing of the Fundraising Resolutions, it is expected that Admission of
the Conditional Placing Shares and such number of the RetailBook Offer Shares
as are subscribed for will occur at 8.00 a.m. on or around 8 August 2025
("Second Admission").
General Meeting
The Circular containing a notice convening the General Meeting will be posted
to shareholders over the coming days. The General Meeting is expected to be
convened on 7 August 2025. Further details will be set out in the Circular.
A further announcement will confirm the posting date, other key dates in
connection with the Fundraising and the availability of the Circular on the
Company's website.
Related Party Transactions
As certain directors of the Company, being the Subscribing Directors, are
considered to be "related parties" as defined under the AIM Rules, their
participation in the Subscription constitutes a related party transaction for
the purposes of Rule 13 of the AIM Rules.
Further details of the Subscription are set out below and at the end of this
announcement:
Director Title Number of Subscription Shares Resultant holding in the Company
Gary Bullard Chair and Non-executive Director 1,000,000 5,205,000
John Wilson Chief Executive Officer 2,950,000 5,692,997
Karl Bostock Chief Financial Officer 1,000,000 1,443,374
Monika Biddulph Non-executive director 50,000 116,666
Aggregate 5,000,000
As such, Duncan Neale and Gerry Agnew, who are not participating in the
Fundraising and are therefore considered to be independent for the purposes of
the Subscription consider, having consulted with the Company's Nominated
Adviser, Peel Hunt, that the terms of the Subscription are fair and reasonable
insofar as the Company's Shareholders are concerned.
Total Voting Rights
Following First Admission, the Company's enlarged issued ordinary share
capital will be 942,317,825 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.
John Wilson, Chief Executive of AFC Energy, said:
"We are pleased to announce the successful completion of the oversubscribed
fundraising, subject in part to Shareholder approval at the upcoming General
Meeting. I would like to thank all our existing and new Shareholders for
supporting this raise and we welcome the participation of our retail investors
through the RetailBook Offer. We look forward to reporting on the build out of
our product suite as we continue to focus the business on real, near term
revenue opportunities to drive shareholder value."
Capitalised terms in this announcement shall, unless the context demands
otherwise, bear the meanings given to such terms in the announcement of the
Fundraising made via RNS on 16 July 2025 (RNS Number: 8584R).
For further information, please contact:
AFC Energy plc +44 (0) 14 8327 6726
John Wilson (CEO)
Karl Bostock (CFO)
Peel Hunt LLP - Nominated Adviser, Joint Broker and Joint Bookrunner +44 (0) 20 7148 8900
Richard Crichton / Georgia Langoulant / Emily Bhasin (Investment Banking)
Sohail Akbar / Nicolas Wilks / Ambika Bose (ECM)
Zeus - Joint Broker and Joint Bookrunner +44 (0) 203 829 5000
David Foreman / James Hornigold (Investment Banking)
Dominic King / Ben Robertson (ECM)
RBC Capital Markets - Joint Broker and Joint Bookrunner +44 (0) 20 7653 4000
Matthew Coakes / Max Avison / James Maitland (Corporate Broking & ECM)
Eduardo Famini / Teri Su (Global Investment Banking)
Yellowstone Advisory Limited - Joint Bookrunner +44 (0) 7710 164 120
Alex Schlich / Chris Stebbings
FTI Consulting - Financial PR Advisors +44 (0) 203 727 1000
Ben Brewerton / Chris Laing / Evie Taylor 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.
IMPORTANT NOTICES AND DISCLAIMER
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT, IS RESTRICTED AND IS
NOT FOR PUBLICATION, RELEASE, TRANSMISSION, FORWARDING OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF
AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR
THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED STATES"), AUSTRALIA, NEW
ZEALAND, CANADA, JAPAN OR REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION
IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL. FURTHER,
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF
SECURITIES IN ANY JURISDICTION.
This Announcement or any part of it does not constitute or form part of any
offer to issue or sell, or the solicitation of an offer to acquire, purchase
or subscribe for, any securities in the United States, Canada, Australia, New
Zealand, Japan or Republic of South Africa or any other jurisdiction in which
the same would be unlawful. No public offering of the New Ordinary Shares is
being made in any such jurisdiction.
No action has been taken by the Company, Peel Hunt, Yellowstone, RBC, Zeus or
any of their respective affiliates, or any person acting on its or their
behalf that would permit an offer of the New Ordinary Shares or possession or
distribution of this Announcement or any other offering or publicity material
relating to such New Ordinary Shares in any jurisdiction where action for that
purpose is required. Persons into whose possession this Announcement comes are
required by the Company, Peel Hunt, RBC, Yellowstone and Zeus to inform
themselves about, and to observe, such restrictions.
No prospectus, offering memorandum, offering document or admission document
has been or will be made available in connection with the matters contained in
this Announcement and no such prospectus is required to be published (in
accordance with Regulation (EU) No 2017/1129 (as amended) (the "EU Prospectus
Regulation") or the EU Prospectus Regulation as it is assimilated into UK
domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"),
as amended (the "UK Prospectus Regulation")). Persons needing advice should
consult a qualified independent legal adviser, business adviser, financial
adviser or tax adviser for legal, business, financial or tax advice.
The securities referred to herein have not been and will not be registered
under the United States Securities Act of 1933, as amended (the "Securities
Act"), or with any securities regulatory authority of any State or other
jurisdiction of the United States, and may not be offered, sold or
transferred, directly or indirectly, in or into the United States except
pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and in compliance with the
securities laws of any State or any other jurisdiction of the United States.
Accordingly, the Placing Shares will be offered and sold outside of the United
States only in "offshore transactions" (as such term is defined in Regulation
S under the Securities Act ("Regulation S")) pursuant to Regulation S and
otherwise in accordance with applicable laws pursuant to an exemption from, or
in a transaction not subject to, registration under the Securities Act. No
public offering of the New Ordinary Shares will be made in the United States
or elsewhere, other than the RetailBook Offer Shares under the RetailBook
Offer which is being made in the United Kingdom only.
The Fundraising has not been approved or disapproved by the United States
Securities and Exchange Commission, any state securities commission in the
United States or any US regulatory authority, nor have any of the foregoing
authorities passed upon or endorsed the merits of the Fundraising, or the
accuracy or adequacy of this Announcement. Any representation to the contrary
is a criminal offence in the United States.
This Announcement has not been approved by the London Stock Exchange.
Members of the public are not eligible to take part in the Placing.
The relevant clearances have not been, nor will they be, obtained from the
securities commission of any province or territory of Canada, no prospectus
has been lodged with, or registered by, the Australian Securities and
Investments Commission or the Japanese Ministry of Finance; the relevant
clearances have not been, and will not be, obtained for the South Africa
Reserve Bank or any other applicable body in the Republic of South Africa in
relation to the New Ordinary Shares and the New Oridnary Shares have not been,
nor will they be, registered under or offered in compliance with the
securities laws of any state, province or territory of Australia, New Zealand,
Canada, Japan or Republic of South Africa. Accordingly, the New Ordinary
Shares may not (unless an exemption under the relevant securities laws is
applicable) be offered, sold, resold or delivered, directly or indirectly, in
or into Australia, New Zealand, Canada, Japan or Republic of South Africa or
any other jurisdiction in which such activities would be unlawful.
Certain statements contained in this Announcement constitute "forward-looking
statements" with respect to the financial condition, results of operations and
businesses and plans of the Company and its subsidiaries from time to time
(the "Group"). Words such as "believes", "anticipates", "estimates",
"expects", "intends", "plans", "aims", "potential", "will", "would", "could",
"considered", "likely", "estimate" and variations of these words and similar
future or conditional expressions, are intended to identify forward-looking
statements and forecasts but are not the exclusive means of identifying such
statements. These statements and forecasts involve risk and uncertainty
because they relate to events and depend upon future circumstances that have
not occurred. There are a number of factors that could cause actual results or
developments to differ materially from those expressed or implied by these
forward-looking statements and forecasts. As a result, the Group's actual
financial condition, results of operations and business and plans may differ
materially from the plans, goals and expectations expressed or implied by
these forward-looking statements and forecasts. No representation or warranty
is made as to the achievement or reasonableness of, and no reliance should be
placed on, such forward-looking statements and forecasts. The forward-looking
statements and (if any) forecasts contained in this Announcement speak only as
of the date of this Announcement. The Company, its directors, Peel Hunt,
Yellowstone, RBC, Zeus or their respective affiliates and any person acting on
its or their behalf each expressly disclaim any obligation or undertaking to
update or revise publicly any forward-looking statements and forecasts,
whether as a result of new information, future events or otherwise, unless
required to do so by applicable law or regulation or the London Stock
Exchange.
Peel Hunt, Yellowstone, RBC and Zeus are each authorised and regulated in the
United Kingdom by the FCA. Each of Peel Hunt, Yellowstone, RBC and Zeus is
acting exclusively for the Company and no one else in connection with the
Placing, the contents of this Announcement or any other matters described in
this Announcement. None of Peel Hunt, Yellowstone, RBC or Zeus will regard any
other person as its client in relation to the Placing, the content of this
Announcement or any other matters described in this Announcement and will not
be responsible to anyone (including any Placees) other than the Company for
providing the protections afforded to its clients or for providing advice to
any other person in relation to the Placing, the content of this Announcement
or any other matters referred to in this Announcement. The responsibility of
Peel Hunt, as the Company's nominated adviser, is owed solely to the London
Stock Exchange and is not owed to the Company or the Directors or any other
person.
This Announcement has been issued by and is the sole responsibility of the
Company. No representation or warranty, express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or will be
accepted by any of Peel Hunt, Yellowstone, RBC or Zeus or by any of their
respective affiliates or any person acting on their behalf as to, or in
relation to, the accuracy or completeness of this Announcement or any other
written or oral information made available to or publicly available to any
interested party or its advisers, and any liability therefore is expressly
disclaimed.
This Announcement does not constitute a recommendation concerning any
investor's investment decision with respect to the Fundraising. Any indication
in this Announcement of the price at which Ordinary Shares have been bought or
sold in the past cannot be relied upon as a guide to future performance. The
price of shares and any income expected from them may go down as well as up
and investors may not get back the full amount invested upon disposal of the
shares. Past performance is no guide to future performance. This Announcement
does not identify or suggest, or purport to identify or suggest, the risks
(direct or indirect) that may be associated with an investment in the New
Ordinary Shares. The contents of this Announcement are not to be construed as
legal, business, financial or tax advice. Each investor or prospective
investor should consult their or its own legal adviser, business adviser,
financial adviser or tax adviser for legal, business, financial or tax advice.
No statement in this Announcement is intended to be a profit forecast or
profit estimate for any period, and no statement in this Announcement should
be interpreted to mean that earnings, earnings per share or income, cash flow
from operations or free cash flow for the Company for the current or future
financial years would necessarily match or exceed the historical published
earnings, earnings per share or income, cash flow from operations or free cash
flow for the Company.
All offers of the New Ordinary Shares will be made pursuant to one or more
exemptions under the UK Prospectus Regulation from the requirement to produce
a prospectus. This Announcement is being distributed and communicated to
persons in the UK only in circumstances to which section 21(1) of the FSMA
does not require approval of the communication by an authorised person.
The New Ordinary Shares to be issued or sold pursuant to the Fundraising will
not be admitted to trading on any stock exchange other than the AIM market of
the London Stock Exchange.
Persons (including, without limitation, nominees and trustees) who have a
contractual or other legal obligation to forward a copy of this Announcement
should seek appropriate advice before taking any action.
Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into or forms part of this Announcement.
This Announcement has been prepared for the purposes of complying with
applicable law and regulation in the United Kingdom and the information
disclosed may not be the same as that which would have been disclosed if this
Announcement had been prepared in accordance with the laws and regulations of
any jurisdiction outside the United Kingdom.
NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING
MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Gary Bullard
2 Reason for the notification
a) Position/status Chair and Non-Executive Director
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)
Price(s) Volume(s)
10 pence 1,000,000
d) Aggregated information
- Aggregated volume 1,000,000
- Price 10 pence
e) Date of the transaction 17 July 2025
f) Place of the transaction London Stock Exchange, AIM
1 Details of the person discharging managerial responsibilities / person closely
associated
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)
Price(s) Volume(s)
10 pence 2,950,000
d) Aggregated information
- Aggregated volume 2,950,000
- Price 10 pence
e) Date of the transaction 17 July 2025
f) Place of the transaction London Stock Exchange, AIM
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Karl Bostock
2 Reason for the notification
a) Position/status Chief Financial 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)
Price(s) Volume(s)
10 pence 1,000,000
d) Aggregated information
- Aggregated volume 1,000,000
- Price 10 pence
e) Date of the transaction 17 July 2025
f) Place of the transaction London Stock Exchange, AIM
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Monika Biddulph
2 Reason for the notification
a) Position/status Non-Executive Director
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)
Price(s) Volume(s)
10 pence 50,000
d) Aggregated information
- Aggregated volume 50,000
- Price 10 pence
e) Date of the transaction 17 July 2025
f) Place of the transaction London Stock Exchange, AIM
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