REG - Clean Power Hydrogen - Result of Placing and Subscription

Clean Power HydrogenAnnouncement

19/12/2024 07:00

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RNS Number : 6673Q  Clean Power Hydrogen  19 December 2024

 

THIS ANNOUNCEMENT, INCLUDING THE APPENDIX AND INFORMATION CONTAINED HEREIN, IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED
STATES, CANADA, JAPAN, AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF SOUTH
AFRICA, THE REPUBLIC OF IRELAND, ANY MEMBER STATE OF THE EEA OR ANY OTHER
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS
OR REGULATIONS OF THAT JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE
END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT CONSTITUTE AN
OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR
OR OTHERWISE ACQUIRE ANY NEW ORDINARY SHARES OF CPH2 IN THE UNITED
STATES, CANADA, JAPAN, AUSTRALIA, NEW ZEALAND,  THE REPUBLIC OF SOUTH
AFRICA, THE REPUBLIC OF IRELAND, ANY MEMBER STATE OF THE EEA OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN ARTICLE 7 OF THE
MARKET ABUSE REGULATION EU NO. 596/2014, AS RETAINED AND APPLICABLE IN
THE UK PURSUANT TO SECTION 3 OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018
("MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS
NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

19 December
2024

Clean Power Hydrogen plc

("CPH2", the "Company" or the "Group")

 

Result of Placing and Subscription

 

CPH2, the UK-based green hydrogen technology and manufacturing company that
has developed the IP-protected Membrane-Free Electrolyser ("MFE"), is pleased
to announce that, further to the Company's announcement released at 4.35 p.m.
on 18 December 2024 (the "Launch Announcement"), the accelerated bookbuild has
closed and the Company has conditionally raised gross proceeds of £6.1
million through the successful placing of, and subscription for, a total of
81,398,156 New Shares, in each case at the Issue Price of 7.5 pence per
Ordinary Share.

 

Capitalised terms used in this announcement (the "Announcement") have the
meanings given to them in the Launch Announcement, unless the context provides
otherwise.

 

Cavendish Capital Markets Limited ("Cavendish") acted as nominated adviser,
broker and bookrunner in respect of the Placing.

 

The Placing Shares and Subscription Shares represent, in aggregate, 22.9 per
cent. of the Company's Existing Ordinary Shares.

 

The Placing and the issue of the New Shares are conditional upon, amongst
other things:

·    the passing of the Resolutions without amendment to be proposed at
the General Meeting;

·    the Placing Agreement having become unconditional (save for
Admission) and not having been terminated in accordance with its terms prior
to Admission;

·    Admission taking place by no later than 8.00 a.m. on 9 January 2025
(or such later date as Cavendish may agree in writing with the Company, being
not later than 8.00 a.m. on 23 January 2025).

 

Director Participation

 

A total of 7,432,510 Subscription Shares are being issued to Directors of the
Company and its subsidiaries and current and former members of the management
team. The following Directors and persons discharging managerial
responsibilities of the Company have participated in the Subscription:

 

 Name of Director   Number of new Ordinary Shares acquired  Total Ordinary Shares following the Fundraising  Total interest in the enlarged issued share capital(1,2)
 Chris Train        133,333                                 181,817                                          0.05
 Jon Duffy          133,333                                 8,623,084                                        2.43
 James Hobson       26,666                                  61,666                                           0.02
 Natalie Fortescue  26,666                                  51,666                                           0.01
 Rick Smith         133,333                                 158,333                                          0.04
 Paul Cassidy       40,000                                  40,000                                           0.01
 1.     Assuming full take up of the Retail Offer

 2.     On the assumption that no new Ordinary Shares are issued pursuant
 to the exercise of any employee share incentives or options between the date
 of this Announcement and Admission.

 

In order to facilitate their participation in the Subscription, Jon Duffy,
CEO, and James Hobson, CFO, have voluntarily withdrawn from the Company's
HMRC-compliant 'Save as You Earn' scheme and have forfeited all options
granted in accordance with the relevant Scheme.

 

Admission & Total Voting Rights

 

Application will be made to the London Stock Exchange for the New Shares to be
issued pursuant to the Fundraising to be admitted to trading on AIM. It is
expected that Admission will become effective, and that dealings in the New
Shares will commence on AIM, at 8.00 a.m. on 9 January 2025, on which date it
is also expected that the New Shares will be enabled for settlement in CREST.
The Enlarged Issued Share Capital, as increased by the New Shares, immediately
following Admission (assuming full take up under the Retail Offer and
excluding any issues of shares pursuant to the exercise of any employee share
incentives or options between the date of this Announcement and Admission)
will be 355,082,283 Ordinary Shares.

 

The New Shares, when issued, will be issued and credited as fully paid and
will rank in full for all dividends and other distributions declared, made or
paid after the admission of those Ordinary Shares and will otherwise rank on
Admission pari passu in all respects with each other and with the Existing
Ordinary Shares.

 

Posting of Circular and General Meeting

 

The Fundraising is conditional on obtaining approval of the Shareholders at a
General Meeting of the Company, expected to held at Apex Office Space, 1 Water
Vole Way, Doncaster DN4 5JP at 11:00 a.m. on 8 January 2025. A Circular
containing a notice of General Meeting will be published shortly and notified
to Shareholders in due course. The Circular and notice of General Meeting,
once published, will be made available on the Company's website
at www.cph2.com (http://www.cph2.com) .

 

Timetable

 

The expected timetable regarding the proposed Fundraising is set out below.

 

The times and dates set out below, and mentioned throughout this Announcement,
are subject to change, and may be adjusted by the Company in consultation with
Cavendish. The timetable below also assumes that the Resolutions are passed at
the General Meeting without adjournment. In the event of any significant
changes from the expected timetable below, details of the new times and dates
will be notified to Shareholders by an announcement on a Regulatory
Information Service.

 

 Announcement of the Fundraising                                                18 December 2024

 Announcement of the results of the Placing and Subscription                    19 December 2024
 Posting of the Circular and the Notice of General Meeting                      20 December 2024

 Announcement of the results of the Retail Offer                                23 December 2024

 Latest time and date for receipt of Form of Proxy or CREST proxy appointment   11.00 a.m. on 6 January 2025
 for the General Meeting

 Voting record date                                                             5.00 p.m. on 7 January 2025

 General Meeting                                                                11.00 a.m. 8 January 2025

 Announcement of result of General Meeting                                      8 January 2025

 Admission and commencement of dealings in the New Shares expected to commence  8.00 a.m. on 9 January 2025
 on AIM

 CREST accounts credited in respect of the New Shares to be held in             9 January 2025
 uncertificated form
 Expected date for dispatch of definitive share certificates for New Shares to  Within 10 Business Days of Admission
 be held in certificated form

 Notes:

 1.     Each of the times and dates in the above timetable, and shown
 elsewhere in this document, are indicative only and if any of the details
 contained in the timetable above should change, the revised times and dates
 will be notified to Shareholders by means of an announcement through a
 Regulatory Information Service.

 2.     All of the above times refer to London time unless otherwise
 stated.

 3.     All events listed in the above timetable following the announcement
 of the results of the General Meeting are conditional on the passing of the
 Resolutions at the General Meeting.

 

Jon Duffy, CEO of CPH2 commented:

 

"We are pleased to have secured this additional funding, which will allow us
to further progress and enter into the next phase of CPH2's development,
targeting the full commercialisation of our flagship MFE220 unit and the
generation of first revenues in 2025. The successful Factory Acceptance Test
of the MFE110 unit in September marked a significant milestone, confirming the
first customer acceptance and validation of our scaled electrolyser
technology. This reinforces our confidence in the potential of our unique
technology as a leading solution for the green hydrogen industry. I'd like to
thank all of our investors, both new and existing, for their ongoing support,
and we look forward to sharing more updates on our progress in the near
future."

 

For more information, please contact:

 

 Clean Power Hydrogen plc                                via Camarco
 Jon Duffy, Chief Executive Officer
 James Hobson, Chief Financial Officer

 Cavendish Capital Markets Limited - NOMAD & Broker
 Neil McDonald                                           +44 (0)131 220 9771
 Peter Lynch                                             +44 (0)131 220 9772
 Adam Rae                                                +44 (0)131 220 9778

 Camarco PR                                              + 44(0) 20 3757 4980
 Billy Clegg
 Owen Roberts
 Kirsty Duff

 

To find out more about CPH2, please visit: https://www.cph2.com
(https://www.cph2.com)

 

Overview of CPH2

 

CPH2 is the holding company of Clean Power Hydrogen Group Limited which has
almost a decade of dedicated research and product development experience. This
experience has resulted in the creation of simple, safe and sustainable
technology which is designed to deliver a modular solution to the hydrogen
production market in a cost-effective, scalable, reliable and long-lasting
manner. The Group's strategic objective is to deliver the lowest Levelised
Cost of Hydrogen ("LCOH") in the market in relation to the production of green
hydrogen. CPH2 is quoted on the AIM market and trades under the ticker
LON:CPH2.

 1   Details of the person discharging managerial responsibilities
 a)  Name                                                         Jon Duffy
 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                                                         Clean Power Hydrogen plc
 b)  LEI                                                          9845009D2AB08E5BF491
 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 1 pence each

     Identification code

                                                                  GB00BP371R64
 b)  Nature of the transaction                                    Conditional agreement to subscribe for ordinary shares of 1 pence each
 c)  Price(s) and volume(s)                                       Price(s)  Volume(s)
                                                                  7.5 p     133,333
 d)  Aggregated information

     -   Aggregated volume                                        n/a

      -   Price
 e)  Date of the transaction                                      18 December 2024
 f)  Place of the transaction                                     London Stock Exchange, AIM

d)

Aggregated information

-   Aggregated volume

 -   Price

 

n/a

e)

Date of the transaction

18 December 2024

f)

Place of the transaction

London Stock Exchange, AIM

 

 1   Details of the person discharging managerial responsibilities
 a)  Name                                                         Christopher Train
 2   Reason for the notification
 a)  Position/status                                              Chairman
 b)  Initial notification/amendment                               Initial notification
 3   Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                                         Clean Power Hydrogen plc
 b)  LEI                                                          9845009D2AB08E5BF491
 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 1 pence each

     Identification code

                                                                  GB00BP371R64
 b)  Nature of the transaction                                    Conditional agreement to subscribe for ordinary shares of 1 pence each
 c)  Price(s) and volume(s)                                       Price(s)  Volume(s)
                                                                  7.5 p     133,333
 d)  Aggregated information

     -   Aggregated volume                                        n/a

      -   Price
 e)  Date of the transaction                                      18 December 2024
 f)  Place of the transaction                                     London Stock Exchange, AIM

d)

Aggregated information

-   Aggregated volume

 -   Price

 

n/a

e)

Date of the transaction

18 December 2024

f)

Place of the transaction

London Stock Exchange, AIM

 

 1   Details of the person discharging managerial responsibilities
 a)  Name                                                         James Hobson
 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                                                         Clean Power Hydrogen plc
 b)  LEI                                                          9845009D2AB08E5BF491
 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 1 pence each

     Identification code

                                                                  GB00BP371R64
 b)  Nature of the transaction                                    Conditional agreement to subscribe for ordinary shares of 1 pence each
 c)  Price(s) and volume(s)                                       Price(s)  Volume(s)
                                                                  7.5 p     26,666
 d)  Aggregated information

     -   Aggregated volume                                        n/a

      -   Price
 e)  Date of the transaction                                      18 December 2024
 f)  Place of the transaction                                     London Stock Exchange, AIM

d)

Aggregated information

-   Aggregated volume

 -   Price

 

n/a

e)

Date of the transaction

18 December 2024

f)

Place of the transaction

London Stock Exchange, AIM

 

 1   Details of the person discharging managerial responsibilities
 a)  Name                                                         Natalie Fortescue
 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                                                         Clean Power Hydrogen plc
 b)  LEI                                                          9845009D2AB08E5BF491
 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 1 pence each

     Identification code

                                                                  GB00BP371R64
 b)  Nature of the transaction                                    Conditional agreement to subscribe for ordinary shares of 1 pence each
 c)  Price(s) and volume(s)                                       Price(s)  Volume(s)
                                                                  7.5 p     26,666
 d)  Aggregated information

     -   Aggregated volume                                        n/a

      -   Price
 e)  Date of the transaction                                      18 December 2024
 f)  Place of the transaction                                     London Stock Exchange, AIM

d)

Aggregated information

-   Aggregated volume

 -   Price

 

n/a

e)

Date of the transaction

18 December 2024

f)

Place of the transaction

London Stock Exchange, AIM

 

 1   Details of the person discharging managerial responsibilities
 a)  Name                                                         Rick Smith
 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                                                         Clean Power Hydrogen plc
 b)  LEI                                                          9845009D2AB08E5BF491
 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 1 pence each

     Identification code

                                                                  GB00BP371R64
 b)  Nature of the transaction                                    Conditional agreement to subscribe for ordinary shares of 1 pence each
 c)  Price(s) and volume(s)                                       Price(s)  Volume(s)
                                                                  7.5 p     133,333
 d)  Aggregated information

     -   Aggregated volume                                        n/a

      -   Price
 e)  Date of the transaction                                      18 December 2024
 f)  Place of the transaction                                     London Stock Exchange, AIM

d)

Aggregated information

-   Aggregated volume

 -   Price

 

n/a

e)

Date of the transaction

18 December 2024

f)

Place of the transaction

London Stock Exchange, AIM

 

 1   Details of the person discharging managerial responsibilities
 a)  Name                                                         Paul Cassidy
 2   Reason for the notification
 a)  Position/status                                              Chief Technical Officer
 b)  Initial notification/amendment                               Initial notification
 3   Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                                         Clean Power Hydrogen plc
 b)  LEI                                                          9845009D2AB08E5BF491
 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 1 pence each

     Identification code

                                                                  GB00BP371R64
 b)  Nature of the transaction                                    Conditional agreement to subscribe for ordinary shares of 1 pence each
 c)  Price(s) and volume(s)                                       Price(s)  Volume(s)
                                                                  7.5 p     40,000
 d)  Aggregated information

     -   Aggregated volume                                        n/a

      -   Price
 e)  Date of the transaction                                      18 December 2024
 f)  Place of the transaction                                     London Stock Exchange, AIM

d)

Aggregated information

-   Aggregated volume

 -   Price

 

n/a

e)

Date of the transaction

18 December 2024

f)

Place of the transaction

London Stock Exchange, AIM

 

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