REG - Ceres Power Holdings - Retail Offer by RetailBook

Ceres Power HoldingsAnnouncement

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RNS Number : 6402H  Ceres Power Holdings plc  09 June 2026

THIS ANNOUNCEMENT IS NOT FOR PUBLICATION, RELEASE, FORWARDING OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE, FORWARDING OR DISTRIBUTION
WOULD BE UNLAWFUL.

FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN
OFFER OF SECURITIES IN ANY JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT
THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION
21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 AND HAS BEEN APPROVED BY
RETAIL BOOK LIMITED WHICH IS AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT
AUTHORITY (FRN 994238). THIS FINANCIAL PROMOTION IS NOT INTENDED TO BE
INVESTMENT ADVICE.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

09 June 2026

Ceres Power Holdings plc

("Ceres" or the "Company")

Retail Offer by RetailBook

·      Ceres announces a conditional Retail Offer of new Ordinary Shares
via RetailBook

·      The issue price for the new Ordinary Shares will be determined at
the close of a bookbuilding process

·      Investors can take part through RetailBook's partner network of
retail brokers, wealth managers and investment platforms, (subject to such
partners' participation)

·      Applications for new Ordinary Shares through these partners can
be made from tax efficient savings vehicles such as ISAs or SIPPs, as well as
General Investment Accounts ("GIAs")

·      The Retail Offer is available to both existing shareholders and
new investors

·      There is a minimum subscription of £250 per investor in the
Retail Offer

·      No commission will be charged by RetailBook on applications to
the Retail Offer

·      UK investors that wish to receive alerts for future RetailBook
transactions should sign up here: https://www.retailbook.com/investors
(https://www.retailbook.com/investors)

·      More information on RetailBook's partner network and how
investors can participate in the Retail Offer can be found here:
https://app.retailbook.com/offers/ceres-power
(https://app.retailbook.com/offers/ceres-power)

The Retail Offer

Ceres (CWR.L), a leading developer of clean energy technology, is pleased to
announce a conditional retail offer of new ordinary shares of 10 pence each in
the capital of the Company ("Ordinary Shares") via RetailBook (the "Retail
Offer" and the "Retail Offer Shares").

As separately announced today, the Company is also conducting a
non-pre-emptive placing of new Ordinary Shares to institutional investors by
way of an accelerated bookbuilding process (the "Placing"). In addition to the
Placing and the Retail Offer, certain directors of the Company have agreed to
subscribe for new Ordinary Shares (the "Subscription" and, together with the
Placing and the Retail Offer, the "Capital Raise"). For the avoidance of
doubt, the Retail Offer is not part of the Placing or Subscription.

The issue price of the new Ordinary Shares to be issued pursuant to the
Capital Raise will be determined following the close of the bookbuilding
process.

The Retail Offer is conditional on the new Ordinary Shares to be issued
pursuant to the Capital Raise being admitted to listing in the equity shares
(commercial companies) category of the Official List of the Financial Conduct
Authority and to trading on the main market for listed securities of London
Stock Exchange plc (together, "Admission"). Admission is expected to take
place at 8:00 a.m. on 12 June 2026.

The Retail Offer will not be completed without the Placing also being
completed.

The Company is looking to position themselves to take advantage of the
momentum in Solid Oxide Fuel Cell technology. The Company will use the net
proceeds of the Capital Raise to establish the appropriate balance sheet to
drive growth and enable selective investment to support partner scale-up

Reason for the Retail Offer

The Company values its retail shareholder base and believes that it is in the
best interests of shareholders as well as wider stakeholders, to provide
retail and other interested investors the opportunity to participate in the
Retail Offer in line with the Pre-Emption Group guidelines.

The Retail Offer is open to eligible investors resident and physically located
in the United Kingdom following release of this announcement. The Retail
Offer is expected to close at the same time as the Placing and may close
earlier at the discretion of the Company or if it is oversubscribed.

Investors can participate through RetailBook's partner network of investment
platforms, retail brokers and wealth managers, subject to such partners'
participation. More information on RetailBook's partner network can be found
here: https://app.retailbook.com/offers/ceres-power
(https://app.retailbook.com/offers/ceres-power) .

Applications for Retail Offer Shares through participating partners can be
made from tax efficient savings vehicles such as ISAs or SIPPs, as well as
GIAs. Investors wishing to apply using their ISA, SIPP or GIA should contact
their investment platform, retail broker or wealth manager for details of
their terms and conditions, process and any relevant fees or charges.

The Retail Offer Shares will, when issued, be credited as fully paid and will
rank pari passu in all respects with existing Ordinary Shares including the
right to receive all dividends and other distributions declared, made or paid
after their date of issue.

Brokers wishing to offer their customers access to the Retail Offer and future
RetailBook transactions, should contact partners@retailbook.com
(mailto:partners@retailbook.com) . UK investors that wish to receive alerts
for future RetailBook transactions should sign up here:
https://www.retailbook.com/investors (https://www.retailbook.com/investors) .

Eligibility for the Retail Offer

The Retail Offer is available to new and existing shareholders of the Company
in the United Kingdom. To be eligible to participate in the Retail Offer,
applicants must be a customer of a participating partner.

Eligible investors wishing to subscribe for Retail Offer Shares should contact
their investment platform, retail broker or wealth manager to confirm if they
are participating in the Retail Offer.

Some partners may only accept applications from existing shareholders and/or
existing customers.

There is a minimum subscription of £250 per investor. The terms and
conditions on which investors subscribe will be provided by the relevant
financial intermediaries including relevant commission or fee charges. Note,
no commission will be charged to investors by RetailBook in connection with
the Retail Offer.

The Company reserves the right to scale back any order under the Retail Offer
at its discretion and will give priority to applications by its existing
shareholders. The Company reserves the right to reject any application for
subscription under the Retail Offer without giving any reason for such
rejection.

Investors should make their own investigations into the merits of an
investment in the Company. Nothing in this announcement amounts to a
recommendation to invest in the Company or amounts to investment, taxation or
legal advice.

It should be noted that a subscription for Retail Offer Shares and investment
in the Company carries a number of risks. Investors should take independent
advice from a person experienced in advising on investment in securities such
as the Retail Offer Shares if they are in any doubt.

An investment in the Company will place capital at risk. The value of your
investment in the Company and any income from it is not guaranteed and can go
down as well as rise due to stock market and currency movements. When you sell
your investment, you may get back less than the amount originally invested.

Neither past performance nor any forecasts should be considered a reliable
indicator of future results.

This announcement should be read in its entirety. In particular, the
information in the "Important Notices" section of the announcement should be
read and understood.

The person responsible for making this announcement on behalf of the Company
is Stuart Paynter, Chief Financial Officer.

For further information, please contact

 Ceres Power Holdings plc       investors@cerespower.com

 Merryl Black
 Retail Book Limited            capitalmarkets@retailbook.com

 Fahim Chowdhury / James Deal

Important Notices

The contents of this announcement, which has been prepared by and is the sole
responsibility of the Company, have been approved by Retail Book Limited
("RetailBook") solely for the purposes of section 21(2)(b) of FSMA.

 

The Retail Offer is offered in the United Kingdom under an exemption from the
requirement to publish a prospectus contained in Schedule 1 of the Public
Offers and Admissions to Trading Regulations 2024 (the "POATR"). As such,
there is no need for publication of a prospectus pursuant to the FCA
Prospectus Rules: Admission to Trading on a Regulated Market Sourcebook (the
"PRM"), or for approval of the same by the FCA. The Retail Offer is not being
made into any jurisdiction other than the United Kingdom.

 

No offering document, prospectus or admission document has been or will be
prepared or submitted to be approved by the FCA (or any other authority) in
relation to the Retail Offer, and investors' commitments will be made solely
on the basis of the information contained in this announcement and information
that has been published by or on behalf of the Company prior to the date of
this announcement by notification to a Regulatory Information Service in
accordance with the FCA Disclosure Guidance and Transparency Rules and UK MAR.

 

This announcement is not for publication or distribution in or into the United
States.  This announcement is not an offer of securities for sale into the
United States. The securities referred to herein have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the "US
Securities Act"), and may not be offered or sold in the United States, except
pursuant to an applicable exemption from registration. No public offering of
securities is being made in the United States.

 

The Retail Offer Shares are being offered and sold outside the United States
in "offshore transactions", as defined in, and in compliance with,
Regulation S under the US Securities Act. In addition, the Company has not
been, and will not be, registered under the US Investment Company Act of 1940,
as amended.

 

This announcement and the information contained herein is not for release,
publication or distribution, directly or indirectly, in whole or in part, in
or into Australia, Canada, New Zealand, Japan, the Republic of South Africa,
any member state of the EEA or any other jurisdiction where to do so might
constitute a violation of the relevant laws or regulations of such
jurisdiction.

 

This announcement does not constitute an offer to sell or issue or a
solicitation of an offer to buy or subscribe for Retail Offer Shares in
Australia, Canada, New Zealand, Japan, the Republic of South Africa, any
member state of the EEA or any other jurisdiction in which such offer or
solicitation is or may be unlawful. No public offer of the securities referred
to herein is being made in any such jurisdiction.

 

The distribution of this announcement may be restricted by law in certain
jurisdictions and persons into whose possession any document or other
information referred to herein comes should inform themselves about and
observe any such restriction. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such jurisdiction.

 

RetailBook is a proprietary technology platform owned and operated by Retail
Book Limited (registered address at 10 Queen Street Place, London EC4R 1AG).
Retail Book Limited is authorised and regulated in the United Kingdom by the
FCA (FRN 994238).

 

The value of Ordinary Shares and the income from them is not guaranteed and
can fall as well as rise due to stock market movements. When you sell your
investment, you may get back less than you originally invested. Figures refer
to past performance and past performance is not a reliable indicator of future
results. Returns may increase or decrease as a result of currency
fluctuations.

 

Certain statements in this announcement are forward-looking statements which
are based on the Company's expectations, intentions and projections regarding
its future performance, anticipated events or trends and other matters that
are not historical facts. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "intend", "estimate", "expect"
and words of similar meaning, include all matters that are not historical
facts. These forward-looking statements involve risks, assumptions and
uncertainties that could cause the actual results of operations, financial
condition, liquidity and dividend policy and the development of the industries
in which the Company's businesses operate to differ materially from the
impression created by the forward-looking statements. These statements are not
guarantees of future performance and are subject to known and unknown risks,
uncertainties and other factors that could cause actual results to differ
materially from those expressed or implied by such forward-looking statements.
Given those risks and uncertainties, prospective investors are cautioned not
to place undue reliance on forward-looking statements.

 

These forward-looking statements speak only as at the date of this
announcement and cannot be relied upon as a guide to future performance. The
Company and Retail Book expressly disclaim any obligation or undertaking to
update or revise any forward-looking statements contained herein to reflect
actual results or any change in the assumptions, conditions or circumstances
on which any such statements are based unless required to do so by the FCA,
the London Stock Exchange or applicable law.

 

The information in this announcement is for background purposes only and does
not purport to be full or complete. None of RetailBook or any of its
affiliates, accepts any responsibility or liability whatsoever for, or makes
any representation or warranty, express or implied, as to this announcement,
including the truth, accuracy or completeness of the information in this
announcement (or whether any information has been omitted from the
announcement) or any other information relating to the Company or associated
companies, whether written, oral or in a visual or electronic form, and
howsoever transmitted or made available or for any loss howsoever arising from
any use of the announcement or its contents or otherwise arising in connection
therewith. RetailBook and its affiliates, accordingly disclaim all and any
liability whether arising in tort, contract or otherwise which they might
otherwise be found to have in respect of this announcement or its contents or
otherwise arising in connection therewith.

 

No statement in this announcement is intended to be a profit forecast and no
statement in this announcement should be interpreted to mean that earnings or
target dividend per share of the Company for the current or future financial
years would necessarily match or exceed the historical published earnings or
dividends per share of the Company.

 

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.
The Retail Offer Shares to be issued or sold pursuant to the Retail Offer will
not be admitted to trading on any stock exchange other than the London Stock
Exchange.

 

No other documents or materials are incorporated into, or form part of this
financial promotion and RetailBook has not carried out any verification or due
diligence in respect of any such other documents.

 

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