Clean Power Hydrogen - Retail Offer on the BookBuild platform
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, TO US PERSONS (AS DEFINED BELOW) OR INTO OR WITHIN THE UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN, OR ANY MEMBER STATE OF THE EEA, OR ANY OTHER JURISDICTION WHERE, OR TO ANY OTHER PERSON TO WHOM, TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
THE COMMUNICATION OF THIS ANNOUNCEMENT AND ANY OTHER DOCUMENTS OR MATERIALS RELATING TO THE RETAIL OFFER AS A FINANCIAL PROMOTION IS ONLY BEING MADE TO, AND MAY ONLY BE ACTED UPON BY, THOSE PERSONS IN THE UNITED KINGDOM FALLING WITHIN ARTICLE 43 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (WHICH INCLUDES AN EXISTING MEMBER OF CLEAN POWER HYDROGEN PLC). ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO SUCH PERSONS AND WILL BE ENGAGED IN ONLY BY SUCH PERSONS. THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF CLEAN POWER HYDROGEN PLC.
2 July 2026
CLEAN POWER HYDROGEN PLC
("CPH2" or the "Company")
Retail Offer on the BookBuild platform
The Board of Clean Power Hydrogen plc is pleased to announce a retail offer via BookBuild (the "Retail Offer") of new ordinary shares of 1p each ("Ordinary Shares") in the capital of the Company (the "Retail Offer Shares") at an issue price of 1.5 pence per new Ordinary Share (the "Issue Price"). The Retail Offer is targeting a minimum £0.5 million subscriptions and is open only to existing shareholders of the Company.
The Company has separately announced, at 07:00 on 1 July 2026 that, inter alia, it has conditionally raised approximately £2.54 million (before fees and expenses) through a firm placing (the "Firm Placing") of 169,333,333 new Ordinary Shares (the "Firm Placing Shares") and a further £0.46 million through a conditional placing of 30,666,667 new Ordinary Shares (the "Conditional Placing Shares") (the "Conditional Placing" and together with the Firm Placing, the "Placing"), also at 1.5p per Ordinary Share. Turner Pope Investments (TPI) Ltd ("TPI"), the Company's placing agent, reserves the right to add to the Conditional Placing, after prior consultation with the Company.
Furthermore, the Company recognises the importance of its retail Shareholders and, in particular, the significant contribution of corporate and private investors through West Hill Capital LLP ("West Hill") to the Company's successful capital raises both pre- and post- the Company's admission to trading on AIM in 2022. West Hill has informed the Company that its investors have indicated an intention to subscribe for up to £4.0 million of new Ordinary Shares at the Issue Price and the Company is, therefore, proposing an additional subscription for new Ordinary Shares (the "Subscription Shares" and the "Subscription").
Certain Directors, and elected Directors, of the Company have noted their intention to subscribe for 666,667 new Ordinary Shares (the "Directors Subscription Shares") at the Issue Price (the "Directors Subscription").
Together with the Retail Offer, the above elements constitute the "Fundraising". The announcement at 07:00 on 1 July 2026 included the reasons for and terms of the Placing and Subscription. For the avoidance of doubt, the Retail Offer is not part of the Placing or Subscription.
The Issue Price represents a discount of approximately 87 per cent. to the closing share price of 11.5p per existing Ordinary Share on 28 May 2026, the last trading day before the Company's shares were temporarily suspended.
The Retail Offer is conditional on obtaining approval of the Company's shareholders at a general meeting of the Company, expected to be held at the offices of K&L Gates LLP, One New Change, London EC4M 9AF at 11:00 a.m. on 20 July 2026 and the Retail Offer Shares to be issued pursuant to the Retail Offer being admitted to trading on the AIM market operated by the London Stock Exchange ("Admission"). Admission of the Retail Offer Shares pursuant to the Retail Offer is expected to take place on 22 July 2026. Completion of the Retail Offer is conditional, inter alia, upon the completion of the Placing.
Use of proceeds from the Fundraising
The net proceeds from the Fundraising will be used to support the revised strategic direction with a focus on transitioning towards a capital-light model, centred on strategic partnerships, manufacturing agreements and the global licensing of its proprietary technology. The Board believes that the Company's membrane-free technology has demonstrated significant technical merit and that its existing IP holds significant commercial value.
Specifically, the net proceeds will be used to:
· Implement the revised capital-light business model, with monthly cash burn of £210k from October 2026 (previously forecasted £800k), including associated restructuring and Settlement costs
· Complete the investigation into the MFE220 test-site incident by 31 August 2026 and implement any necessary remedial actions
· Progress strategic initiatives, including manufacturing partnerships and the negotiation and execution of the Company's first Technology Transfer Agreement to generate revenues under the new strategy
· Provide general working capital to support the business over the next 12 months, expected to extend to June 2027.
Shareholders' attention is drawn to the announcement on 25 June 2026, in relation to the Term Sheet signed with Lisheen H2 Energy Park Limited (trading as "Hidrigin") and the terms described therein. Shareholders should also note that, in the event that the Fundraising does not proceed and alternative funding is not available on suitable terms or at all, the amount of working capital available to the Company will be severely limited. The current cash balance is sufficient for the Company to continue operating through to mid-July 2026.
Notice for EIS investors
The Company has HMRC advanced assurance that it is a qualifying company for the purposes of the Enterprise Investment Scheme ("EIS"), and accordingly, the Retail Offer Shares would qualify for EIS investment. Notwithstanding the Company receiving this communication, any investor seeking to register their Retail Offer Shares under the EIS scheme is advised to seek their own advice before doing so. Tax reliefs depend on individual circumstances and the Company maintaining its opined qualifying status. Tax rules are subject to change, and if the Company loses its opined qualifying status, tax relief may be withdrawn or need to be repaid. If investors wish to seek relief under EIS, they should indicate their interest through their chosen Intermediary as part of their participation in the Retail Offer (where such facility is available) or by emailing the Retail Offer coordinator at info@turnerpope.com.
Expected Timetable in relation to the Retail Offer
Retail Offer opens
2 July 2026, 07:05
Latest time and date for commitments under the Retail Offer
6 July 2026, 12:00
Results of the Retail Offer announced
7 July 2026; 07:00
Admission and dealings in Retail Offer Shares issued
pursuant to the Retail Offer commence22 July 2026
Any changes to the expected timetable set out above will be notified by the Company through a Regulatory Information Service. References to times are to London times unless otherwise stated.
Dealing Codes
Ticker
CPH2
ISIN for the Ordinary Shares
GB00BP371R64
SEDOL for the Ordinary Shares
BP371R6
Retail Offer
The Company values its retail shareholder base, which has supported the Company alongside institutional investors since its admission to AIM in February 2022. Given the support of retail shareholders, the Company believes that it is appropriate to provide its retail shareholders in the United Kingdom the opportunity to participate in the Retail Offer. The Company is therefore making the Retail Offer available in the United Kingdom through the financial intermediaries which will be listed, subject to certain access restrictions, on the following website: https://www.bookbuild.live/deals/J1KW41/authorised-intermediaries
TPI will be acting as retail offer coordinator in relation to this Retail Offer (the "Retail Offer Coordinator").Existing retail shareholders can contact their broker or wealth manager ("Intermediary") to participate in the Retail Offer. In order to participate in the Retail Offer, each intermediary must be on-boarded onto the BookBuild platform and agree to the final terms and the retail offer terms and conditions, which regulate, inter alia, the conduct of the Retail Offer on market standard terms and provide for the payment of commission to any intermediary that elects to receive a commission and/or fee (to the extent permitted by the FCA Handbook Rules) from the Retail Offer Coordinator (on behalf of the Company).
Any expenses incurred by any intermediary are for its own account. Investors should confirm separately with any intermediary whether there are any commissions, fees or expenses that will be applied by such intermediary in connection with any application made through that intermediary pursuant to the Retail Offer.
The Retail Offer will be open to eligible investors in the United Kingdom at 7:00a.m. on 2 July 2026. The Retail Offer is expected to close at 12:00p.m. on 6 July 2026. Investors should note that financial intermediaries may have earlier closing times. The Retail Offer may close early if it is oversubscribed.
If any intermediary has any questions about how to participate in the Retail Offer on behalf of existing retail shareholders, please contact the Retail Offer Coordinator at info@turnerpope.com or telephone 020 3657 0050, or BookBuild at email: support@bookbuild.live.
The Retail Offer the subject of this announcement is and will, at all times, only be made to, directed at and may only be acted upon by those persons who are, shareholders in the Company. To be eligible to participate in the Retail Offer, applicants must meet the following criteria before they can submit an order for Retail Offer Shares: (i) be a customer of one of the participating intermediaries listed on the above website; (ii) be resident in the United Kingdom and (iii) be a shareholder in the Company (which may include individuals aged 18 years or over, companies and other bodies corporate, partnerships, trusts, associations and other unincorporated organisations and includes persons who hold their shares in the Company directly or indirectly through a participating intermediary). For the avoidance of doubt, persons who only hold CFDs, Spreadbets and/or similar derivative instruments in relation to shares in the Company are not eligible to participate in the Retail Offer.
The Company reserves the right to scale back any order at its discretion. The Company reserves the right to reject any application for subscription under the Retail Offer without giving any reason for such rejection.
It is vital to note that once an application for Retail Offer Shares has been made and accepted via an intermediary, it cannot be withdrawn.
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.
The Retail Offer is offered in the United Kingdom under an exemption from the prohibition of public offers specified in Part 1 of Schedule 1 of the Public Offers and Admissions to Trading Regulations 2024.
The Retail Offer is not being made into any jurisdiction other than the United Kingdom or to US Persons (as defined in Regulation S of the US Securities Act 1933, as amended).
No offering document, prospectus or admission document has been or will be prepared or submitted to be approved by the Financial Conduct Authority (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 Financial Conduct Authority's Disclosure Guidance and Transparency Rules and the Market Abuse Regulation (EU Regulation No. 596/2014) ("MAR") as it forms part of United Kingdom law by virtue of the European Union (Withdrawal) Act 2018 (as amended).
There is a minimum subscription of £500.00 per investor under the terms of the Retail Offer which is open to investors in the United Kingdom subscribing via the intermediaries which will be listed, subject to certain access restrictions, on the following website: https://www.bookbuild.live/deals/J1KW41/authorised-intermediaries
There is no maximum application amount to apply in the Retail Offer. The terms and conditions on which investors subscribe will be provided by the relevant financial intermediaries including relevant commission or fee charges.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.
For more information, please contact:
Clean Power Hydrogen plc
+44 (0)130 232 8075
Richard Scott, Chief Executive Officer Elect
James Hobson, Chief Financial Officer
Cavendish Capital Markets Limited - NOMAD & Joint Broker
Neil McDonald
+44 (0)131 220 9771
Peter Lynch
+44 (0)131 220 9772
Hanna Leijonmarck
+44 (0)20 7908 6029
Turner Pope Investments (TPI) Ltd - Joint Broker
Andy Thacker
+44 (0)20 3657 0050
Guy McDougall
Background on CPH2
CPH2 is the holding company of Clean Power Hydrogen Group Limited which has a decade of dedicated research and product development experience that has delivered global patents in breakthrough hydrogen and oxygen production technology. The Group's strategic objective is to deliver the lowest lifetime LCOH in the market in relation to the production of hydrogen for the growing electrolysis or decentralised markets and alternative energy markets. CPH2 is listed on the AIM market and trades under the ticker AIM:CPH2.
For more information: https://www.cph2.com
The Company's LEI is 9845009D2AB08E5BF491
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.
Important Notices
The Retail Offer is only open to investors in the United Kingdom who fall within Article 43 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (which includes an existing member of the Company).
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 or from the United States (including its territories and possessions, any state of the United States and the District of Columbia (the "United States" or "US")), Australia, Canada, 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.
The Retail Offer Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "US Securities Act") or under the applicable state securities laws of the United States and may not be offered or sold directly or indirectly in or into the United States or to or for the account or benefit of any US person (within the meaning of Regulation S under the US Securities Act) (a "US Person"). No public offering of the Retail Offer Shares 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 does not constitute an offer to sell or issue or a solicitation of an offer to buy or subscribe for Retail Offer Shares in the United States, 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.
TPI is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for the Company and for no-one else and will not regard any other person (whether or not a recipient of this announcement) as its client in relation to the Retail Offer and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, nor for providing advice in connection with the Retail Offer, Admission and the other arrangements referred to in this announcement.
The value of Ordinary Shares and the income from them is not guaranteed and can fall as well as rise due to stock market and currency 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. Each of the Company and TPI expressly disclaims 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 Financial Conduct Authority, 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. TPI, 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. TPI and its affiliates accordingly disclaims all and any liability whether arising in tort, contract or otherwise which it might otherwise be found to have in respect of this announcement or its contents or otherwise arising in connection therewith.
Any indication in this announcement of the price at which the Ordinary Share have been bought or sold in the past cannot be relied upon as a guide to future performance. Persons needing advice should consult an independent financial adviser. 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.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK MiFIR Product Governance Requirements) may otherwise have with respect thereto, the Retail Offer Shares have been subject to a product approval process, which has determined that the Retail Offer Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in paragraphs 3.5 and 3.6 of COBS; and (ii) eligible for distribution through all permitted distribution channels (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Retail Offer Shares may decline and investors could lose all or part of their investment; the Retail Offer Shares offer no guaranteed income and no capital protection; and an investment in the Retail Offer Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to any contractual, legal or regulatory selling restrictions in relation to the Retail Offer.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapters 9A or 10A respectively of COBS; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Retail Offer Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Retail Offer Shares and determining appropriate distribution channels.
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