REG - Ceres Power Holdings - Results of Capital Raise

Ceres Power HoldingsAnnouncement

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RNS Number : 6566H  Ceres Power Holdings plc  10 June 2026

THIS ANNOUNCEMENT, INCLUDING THE INFORMATION CONTAINED IN IT (THE
"ANNOUNCEMENT"), IS NOT FOR PUBLICATION, RELEASE, FORWARDING OR DISTRIBUTION,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, HONG KONG, JAPAN, THE REPUBLIC OF SOUTH AFRICA, SINGAPORE
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 CONTAINS INSIDE INFORMATION.

10 June 2026

Ceres Power Holdings plc
("Ceres" or the "Company")

Results of Capital Raise

Further to the announcement released on 9 June 2026, Ceres Power Holdings plc
(CWR.L), a leading developer of clean energy technology, is pleased to
announce the successful pricing of the non-pre-emptive offer of new ordinary
shares of 10 pence each in the capital of the Company (the "Ordinary Shares")
(the "Capital Raise"), raising gross proceeds of £103 million for the
Company.

Commenting on the transaction, Phil Caldwell, Chief Executive Officer, said:

"I'd like to thank our existing shareholders for the support and welcome our
new investors who participated in the oversubscribed Capital Raise. The new
funds present a clear opportunity to capitalise on commercial momentum for
Ceres technology and ensure we are well placed for the future. Our core
objective is establishing our technology platform as the industry standard for
solid oxide as we maintain an absolute focus on commercial execution."

Following strong investor demand, a total of 17,788,949 new Ordinary Shares
(the "Placing Shares") have been placed with existing institutional
shareholders and new investors by Joh. Berenberg, Gossler & Co. KG, London
Branch ("Berenberg") and UBS AG London Branch ("UBS") at a price of 570.0
pence per Placing Share (the "Offer Price"), raising gross proceeds of
approximately £101 million for the Company (the "Placing"). Berenberg and UBS
are acting as joint global coordinators and joint bookrunners in connection
with the Placing (together, the "Joint Bookrunners").

Concurrently with the Placing, eligible retail investors have subscribed in
the offer made by the Company via the RetailBook platform for a total of
180,000 new Ordinary Shares (the "Retail Offer Shares") at the Offer Price
(the "Retail Offer"). In addition, certain directors of the Company have
agreed to subscribe for 31,051 new Ordinary Shares (the "Subscription Shares")
at the Offer Price (the "Subscription").

In aggregate, 18,000,000 new Ordinary Shares will be issued pursuant to the
Capital Raise (the "Capital Raise Shares") raising gross proceeds of
approximately £103 million for the Company.

The Offer Price of 570.0 pence represents a discount of approximately 6.5 per
cent. to the closing share price of 609.5 pence on 9 June 2026.

The Capital Raise Shares, in aggregate, represent approximately 9.2 per cent.
of the existing issued ordinary share capital of the Company prior to the
Capital Raise.

The Company consulted with a number of its shareholders prior to the Capital
Raise and has respected the principles of pre-emption through the allocation
process, while also allowing the participation of new long-only shareholders.
The Company is pleased by the strong support it has received from new and
existing shareholders.

The Capital Raise Shares will be admitted to the equity shares (commercial
companies) category of the Official List of the Financial Conduct Authority
(the "FCA") and an application will be made for the Capital Raise Shares to be
admitted to trading on the main market for listed securities of London Stock
Exchange plc ("London Stock Exchange") (together, "Admission"). It is
anticipated that Admission will become effective, and that dealings in the
Capital Raise Shares will commence, at 8.00 a.m. (London time) on 12 June
2026.

The Placing, Retail Offer and Subscription are conditional upon, amongst other
things, Admission becoming effective and upon the placing agreement between
the Company and the Joint Bookrunners not being terminated in accordance with
its terms. The Capital Raise Shares will, when issued, be credited as fully
paid and rank pari passu in all respects with the existing issued Ordinary
Shares of the Company, including, without limitation, the right to receive all
dividends and other distributions declared, made or paid after the date of
issue.

Following Admission, the total number of Ordinary Shares in issue in the
Company will be 213,797,576. The Company does not hold any shares in treasury
and, therefore, following Admission, the number of voting shares in issue in
the Company will be 213,797,576. This figure may be used by shareholders as
the denominator for the calculations by which they will determine if they are
required to notify their interest in, or a change to their interest in, the
Company under the Disclosure Guidance and Transparency Rules.

Director participation in the Subscription

The following directors of the Company have subscribed for the following
number of Subscription Shares at the Offer Price as part of the Subscription:

 Name             Number of Subscription Shares
 Warren Finegold  5,000
 Julia King       1,754
 Karen Bomba      17,543
 Phil Caldwell    5,000
 Stuart Paynter   1,754

 

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

 Phil Caldwell, Stuart Paynter, Merryl Black
 Berenberg (Joint Broker and Joint Bookrunner)                                          +44 (0)203 207 7800

 Ben Wright, Mark Whitmore, Ciaran Walsh, Brooke Harris-Lowing
 UBS (Joint Broker and Joint Bookrunner)                                                +44 (0)207 567 8000

 Sandip Dhillon, David Roberts, Alistair Smith, George Stavrakis, Alex Bloch

Pre-Emption Group Reporting

The Capital Raise is a non-pre-emptive issue of equity securities for cash and
accordingly the Company makes the following post transaction report in
accordance with the most recently published Pre-Emption Group Statement of
Principles (2022).

 Name of Issuer       Ceres Power Holdings plc
 Transaction details  The Capital Raise of 18,000,000 new Ordinary Shares comprises the Placing to
                      institutional investors, the Retail Offer to eligible UK retail investors and
                      the Subscription by certain directors of the Company, and represents, in
                      aggregate, approximately 9.2 per cent. of the existing issued ordinary share
                      capital of the Company prior to the Capital Raise.

                      Admission is expected to take place on or before 8.00 a.m. on 12 June 2026.
                      Settlement for the Capital Raise Shares is expected to take place shortly
                      thereafter.
 Use of proceeds      To enable the Company to accelerate momentum for Solid Oxide Fuel Cell
                      technology and engage with the growing pipeline of opportunity for SOFC. The
                      proceeds will also strengthen the Group's balance sheet, positioning Ceres as
                      a sustainable innovation partner, and allow selective investment to support
                      partner scale up whilst maintaining key intellectual property.
 Quantum of proceeds  In aggregate, the Capital Raise raised gross proceeds of approximately £103
                      million and net proceeds of approximately £100 million.
 Discount             The Offer Price of 570.0 pence represents a discount of approximately 6.5 per
                      cent. to the closing share price of 609.5 pence on 9 June 2026.
 Allocations          Soft pre-emption has been adhered to in the allocations process, where
                      possible. Allocations were determined by the Company in consultation with the
                      Joint Bookrunners and allocations were carried out in compliance with the
                      applicable MiFID II allocation requirements. Allocations made outside of soft
                      pre-emption were preferentially directed towards existing shareholders in
                      excess of their pro rata, and wall-crossed accounts.
 Consultation         Prior to launch of the Placing, the Joint Bookrunners undertook a market
                      sounding process, including with major shareholders, to the extent reasonably
                      practicable and permitted by law.
 Retail investors     The Capital Raise included the Retail Offer for a total of 180,000 Retail
                      Offer Shares, via RetailBook.

                      Eligible retail investors in the UK who participated in the Retail Offer were
                      able to do so at the same Offer Price as the institutional investors
                      participating in the Placing and the directors of the Company subscribing in
                      the Subscription.

                      In accordance with soft pre-emption principles, Retail Offer allocations were
                      prioritised for existing shareholders to ensure they receive at least their
                      pro-rata entitlement.

 

IMPORTANT NOTICES

THIS ANNOUNCEMENT, INCLUDING THE APPENDICES AND THE INFORMATION CONTAINED IN
THEM, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE, FORWARDING OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE
UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN, THE REPUBLIC OF SOUTH
AFRICA, SINGAPORE 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.

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, Australia, Canada, Hong
Kong, Japan, the Republic of South Africa, Singapore or any other jurisdiction
in which the same would be unlawful or to any person to whom it is unlawful to
make such offer or solicitation. No public offering of the Placing Shares is
being made in any such jurisdiction.

This Announcement is not for publication or distribution in or into the United
States of America. 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
"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.

No action has been taken by the Company, Joh. Berenberg, Gossler & Co. KG,
London Branch ("Berenberg"), UBS AG London Branch ("UBS" and, together with
Berenberg, the "Joint Bookrunners") or any of their respective Affiliates or
any of its or their respective directors, officers, partners, employees,
agents or advisers (collectively "Representatives") or any person acting on
behalf of any of them that would, or is intended to, permit an offer of the
Placing Shares or result in the possession or distribution of this
Announcement or any other offering or publicity material relating to such
Placing Shares in any jurisdiction where action for that purpose is required.
Any failure to comply with these restrictions may constitute a violation of
the securities laws of such jurisdiction. Persons into whose possession this
Announcement comes are required 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 any jurisdiction in connection with the
matters contained or referred to in this Announcement and no such document is
required (in accordance with Regulation (EU) No 2017/1129 (the "EU Prospectus
Regulation") or the Public Offers and Admissions to Trading Regulations 2024
(the "POATR")) to be published. Persons needing advice should consult a
qualified independent legal adviser, business adviser, financial adviser or
tax adviser for legal, financial, business or tax advice.

The securities referred to herein have not been and will not be registered
under the Securities Act, or under the securities laws of, or with any
securities regulatory authority of, any state or other jurisdiction of the
United States, and may not be offered, directly or indirectly, within, into or
in the United States absent registration under the Securities Act or pursuant
to an exemption from the registration requirements of the Securities Act and
in compliance with any applicable securities laws of any state or any other
jurisdiction of the United States. The Placing Shares are being offered and
sold (i) outside of the United States in "offshore transactions" as defined
in, and pursuant to, Regulation S under the Securities Act ("Regulation S");
and (ii) in the United States only to persons reasonably believed to be
"qualified institutional buyers" as defined in Rule 144A of the Securities Act
("QIBs") pursuant to an exemption from the registration requirements of the
Securities Act. No public offering of securities will be made in the United
States or elsewhere.

This Announcement has not been approved by the FCA or the London Stock
Exchange.

Members of the public are not eligible to take part in the Placing. This
Announcement is for information purposes only and is directed only at persons
whose ordinary activities involve them in acquiring, holding, managing and
disposing of investments (as principal or agent) for the purposes of their
business and who have professional experience in matters relating to
investments and are: (a) if in a member state of the European Economic Area
(the "EEA"), "qualified investors" within the meaning of Article 2(e) of the
EU Prospectus Regulation ("Qualified Investors"); (b) if in the United
Kingdom, "qualified investors" within the meaning of paragraph 15 of Schedule
1 of the POATR who are also (i) persons having professional experience in
matters relating to investments who fall within the definition of "investment
professionals" in Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the "Order"); or (ii) persons
who fall within Article 49(2)(a) to (d) of the Order ("UK Qualified
Investors"); or (c) other persons to whom it may otherwise be lawfully
communicated (all such persons together being "Relevant Persons").

This Announcement must not be acted on or relied on by persons who are not
Relevant Persons. Persons distributing this Announcement must satisfy
themselves that it is lawful to do so. Any investment or investment activity
to which this Announcement relates is only available to Relevant Persons and
will only be engaged in with Relevant Persons.

The Placing in Canada is being made on a private placement basis only pursuant
to an exemption from the requirement that the Company prepares and files a
prospectus under applicable Canadian securities laws. No prospectus has been
or will be filed with any securities commission or other securities regulatory
authority in any jurisdiction in Canada in connection with the offer or sale
of the Placing Shares. In Canada, this Announcement is only directed at and is
only being distributed to persons in or resident in the Province of Alberta,
British Columbia, Ontario or Quebec purchasing, or deemed to be purchasing, as
principal that are (i) "accredited investors" as defined in section 1.1 of
National Instrument 45-106 Prospectus Exemptions ("NI 45-106") or section
73.3(1) of the Securities Act (Ontario), as applicable, that are not created
or used solely to purchase or hold the Placing Shares as an accredited
investor under NI 45-106, and that are (ii) "permitted clients" as defined in
section 1.1 of National Instrument 31-103 Registration Requirements,
Exemptions and Ongoing Registrant Obligations.

In Singapore, the Placing Shares are being offered only to (a) institutional
investors as defined under Section 274 of the Securities and Futures Act, 2001
of Singapore (the "SFA"), as modified or amended from time to time, including
by any subsidiary legislation as may be applicable at the relevant time and
(b) relevant persons pursuant to Section 275(1) of the SFA, or persons
pursuant to Section 275(1A), and in accordance with the conditions specified
in Sections 275 and 276 of the SFA.

The securities referred to herein have not been authorised by the Hong Kong
Securities and Futures Commission. This Announcement has not been reviewed or
approved by any regulatory authority in Hong Kong. This Announcement does not
constitute an offer or invitation to the public in Hong Kong to acquire the
Placing Shares. Accordingly, unless permitted by the securities laws of Hong
Kong, no person may issue or have in its possession for the purposes of issue,
this Announcement or any advertisement, invitation or document relating to the
Placing Shares, whether in Hong Kong or elsewhere, which is directed at, or
the contents of which are likely to be accessed or read by, the public in Hong
Kong other than in relation to the Placing Shares that are intended to be
disposed of only to persons outside Hong Kong or only to "professional
investors" (as such term is defined in the Securities and Futures Ordinance of
Hong Kong (Cap. 571, Laws of Hong Kong) and the subsidiary legislation made
thereunder).

The offer of the Placing Shares is personal to the person to whom this
Announcement has been delivered by or on behalf of the Company, and a
subscription for the Placing Shares will only be accepted from such person. No
person to whom a copy of this Announcement is issued may circulate or
distribute this Announcement in Hong Kong or make or give a copy of this
Announcement to any other person.

You are advised to exercise caution in relation to the Placing. If you are in
any doubt about any of the contents of this Announcement, you should obtain
independent professional advice.

No securities commission or similar regulatory authority in Canada has
reviewed or in any way passed upon these materials or on the merits of the
Placing Shares and any representation to the contrary is an offence. 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 from the South Africa
Reserve Bank or any other applicable body in the Republic of South Africa in
relation to the Placing Shares and the Placing Shares have not been qualified
for distribution by way of a prospectus in Canada and 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, Japan or the Republic of South
Africa. Accordingly, the Placing 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, Canada, Japan, the 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 results, financial condition, performance,
developments or achievements of the Company and its subsidiaries. Words such
as "believes", "anticipates", "estimates", "expects", "intends", "plans",
"aims", "potential", "may", "will", "would", "could", "considered", "likely",
"estimate", "outlook" and variations of these words and similar future or
conditional expressions, are intended to identify forward-looking statements
but are not the exclusive means of identifying such statements. These
statements and forecasts are inherently predictive, speculative and involve
risks and uncertainties and assumptions that could cause actual results,
financial condition, performance, developments or achievements to differ
materially from those expressed or implied by these forward-looking statements
and forecasts. Many of these risks, uncertainties and assumptions relate to
factors that are beyond the Company's ability to control, predict or estimate
precisely. No representation or warranty is made, and no responsibility or
liability is accepted, as to the achievement or reasonableness of, and no
reliance should be placed on, such forward-looking statements. The
forward-looking statements contained in this Announcement speak only as of the
date of this Announcement. Each of the Company, the Joint Bookrunners, their
respective Affiliates, its and their respective Representatives and any person
acting on behalf of any of them expressly disclaim any obligation or
undertaking to update or revise publicly any forward-looking statements,
whether as a result of new information, future events or otherwise, unless
required to do so by applicable law or regulation, the FCA or the London Stock
Exchange.

Joh. Berenberg, Gossler & Co. KG, London Branch is authorised and
regulated by the German Federal Financial Supervisory Authority and is
authorised and regulated in the United Kingdom by the FCA. UBS AG London
Branch is authorised and regulated by the Financial Market Supervisory
Authority in Switzerland and authorised by the Prudential Regulation Authority
("PRA") and subject to regulation by the FCA and limited regulation by the PRA
in the United Kingdom. Each Joint Bookrunner is acting exclusively for the
Company and no one else in connection with the Placing, the contents of this
Announcement or any other matters referred to in this Announcement. Neither
Joint Bookrunner will regard any other person (whether or not a recipient of
this Announcement) as its client in relation to the Placing, the content of
this Announcement or any other matters referred to 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. Neither
Joint Bookrunner is acting for the Company with respect to the Retail Offer or
the Subscription.

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 either Joint Bookrunner, any of its Affiliates, any of its or
their respective Representatives or any person acting on behalf of any of them
as to, or in relation to, the contents of the information contained in this
Announcement, or any other written or oral information made available to or
publicly available to any interested party or its advisers, or any other
statement made or purported to be made by or on behalf of either Joint
Bookrunner or any of its Affiliates in connection with the Company, the
Placing Shares or the Placing, and any responsibility or liability whether
arising in tort, contract or otherwise therefore is expressly disclaimed. No
representation or warranty, express or implied, is made by either Joint
Bookrunner, any of its Affiliates or any of its or their respective
Representatives as to the accuracy, completeness or sufficiency of the
information contained in this Announcement.

In connection with the Placing, each Joint Bookrunner and any of its
Affiliates, acting as investors for their own account, may take up a portion
of the shares in the Placing as a principal position and in that capacity may
retain, purchase, sell, offer to sell for their own accounts such shares and
other securities of the Company or related investments in connection with the
Placing or otherwise. Accordingly, references to Placing Shares being offered,
acquired, placed or otherwise dealt in should be read as including any issue
or offer to, or acquisition, placing or dealing by, either Joint Bookrunner
and any of its Affiliates acting in such capacity. In addition, either Joint
Bookrunner and any of its Affiliates may enter into financing arrangements
(including swaps) with investors in connection with which that Joint
Bookrunner and any of its Affiliates may from time to time acquire, hold or
dispose of shares. Neither Joint Bookrunner intends to disclose the extent of
any such investment or transactions otherwise than in accordance with any
legal or regulatory obligations to do so.

This Announcement does not constitute a recommendation concerning any
investor's investment decision with respect to the Placing. 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 Placing
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, financial, business 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 Placing Shares will be made pursuant to an exemption under
the POATR or the EU 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 Financial
Services and Markets Act, 2000, as amended, does not apply.

The Placing Shares to be issued pursuant to the Placing, the Retail Offer
Shares to be issued pursuant to the Retail Offer and the Subscription Shares
to be issued pursuant to the Subscription will not be admitted to trading on
any stock exchange other than 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.

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