REG - Clean Power Hydrogen - Result of Placing and Subscription

Clean Power HydrogenAnnouncement

28/08/2025 16:15

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RNS Number : 1116X  Clean Power Hydrogen  28 August 2025

 

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.

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 OFFER 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.

28 August
2025

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 7.00 a.m.
on 28 August 2025 (the "Launch Announcement"), the accelerated bookbuild has
closed and the Company has conditionally raised gross proceeds of
approximately £7.0 million through the successful placing of, and
subscription for, a total of 140,033,580 New Shares, in each case at the Issue
Price of 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, 39.5 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; and

·    the Placing Agreement having become unconditional (save for
Admission) and not having been terminated in accordance with its terms prior
to First Admission and/or Second Admission, as appropriate).

 

Director Participation

 

A total of 1,140,000 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 / PDMR  Number of new Ordinary Shares acquired  Total Ordinary Shares following the Fundraising  Total interest in the enlarged issued share capital(1,2)
 Chris Train              200,000                                 381,817                                          0.08
 Jon Duffy                200,000                                 8,823,084                                        1.77
 James Hobson             100,000                                 161,666                                          0.03
 Natalie Fortescue        100,000                                 151,666                                          0.03
 Richard Scott            500,000                                 500,000                                          0.10
 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.

 

Rick Smith, Non-Executive Director, has also confirmed his intention to
subscribe for 100,000 New Shares pursuant to the Retail Offer. A further
announcement will be made in due course.

 

Admission & Total Voting Rights

 

Applications will be made to the London Stock Exchange for each admission of
the New Shares to trading on AIM.

 

Subject to the Resolutions being passed at the General Meeting, it is expected
that:

•           admission of the EIS/VCT Shares will take place at
8.00 a.m. on 19 September 2025 ("First Admission"); and

•           admission of the Non-EIS/VCT Shares will take place at
8.00 a.m. on 22 September 2025 ("Second Admission").

 

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
each Admission pari passu in all respects with each other and with the
existing Ordinary Shares in the capital of the Company (the "Existing Ordinary
Shares") including the right to receive all dividends and other distributions
declared, made or paid in respect of such New Shares after the date of their
admission to trading on AIM.

 

The Enlarged Issued Share Capital, as increased by the New Shares, immediately
following Second 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 500,457,768 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 the offices of K&L
Gates, One New Change, London EC4M 9AF at 11:00 a.m. on 18 September 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                                                28 August 2025

 Posting of the Circular and the Notice of General Meeting                      29 August 2025

 Retail Offer opened                                                            5:00 p.m. on 28 August 2025

 Retail Offer closes                                                            4:30 p.m. on 3 September 2025

 Announcement of the results of the Retail Offer                                4 September 2025

 Latest time and date for receipt of Forms of Proxy or electronic proxy         11:00 a.m. on 16 September 2025
 appointments for use at the General Meeting

 Voting record date                                                               5.00 p.m. on 17 September 2025

 General Meeting                                                                11:00 a.m. (local time) on 18 September 2025

 Announcement of the results of the General Meeting                             18 September 2025

 First Admission of the EIS/VCT Shares to trading on AIM and commencement of    19 September 2025
 dealings

 CREST Members' accounts credited in respect of the EIS/VCT Shares in           19 September 2025
 uncertificated form

 Second Admission of the Non-EIS/VCT Shares to trading on AIM and commencement  22 September 2025
 of dealings

 CREST Members' accounts credited in respect of the Non-EIS/VCT Shares in       22 September 2025
 uncertificated form

 Expected despatch of definitive share certificates for the following New       within 10 business days of each Admission
 Ordinary Shares 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.

 

Notice of Results

 

The Company will announce its interim results for the six months ended 30 June
2025 on 30 September 2025.

 

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
 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)
                                                                  5p        200,000
 d)  Aggregated information

     -   Aggregated volume                                        n/a

      -   Price
 e)  Date of the transaction                                      28 August 2025
 f)  Place of the transaction                                     London Stock Exchange, AIM

d)

Aggregated information

-   Aggregated volume

 -   Price

 

n/a

e)

Date of the transaction

28 August 2025

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)
                                                                  5p   200,000
 d)  Aggregated information

     -   Aggregated volume                                        n/a

      -   Price
 e)  Date of the transaction                                      28 August 2025
 f)  Place of the transaction                                     London Stock Exchange, AIM

d)

Aggregated information

-   Aggregated volume

 -   Price

 

n/a

e)

Date of the transaction

28 August 2025

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)
                                                                  5p   100,000
 d)  Aggregated information

     -   Aggregated volume                                        n/a

      -   Price
 e)  Date of the transaction                                      28 August 2025
 f)  Place of the transaction                                     London Stock Exchange, AIM

d)

Aggregated information

-   Aggregated volume

 -   Price

 

n/a

e)

Date of the transaction

28 August 2025

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)
                                                                  5p   100,000
 d)  Aggregated information

     -   Aggregated volume                                        n/a

      -   Price
 e)  Date of the transaction                                      28 August 2025
 f)  Place of the transaction                                     London Stock Exchange, AIM

d)

Aggregated information

-   Aggregated volume

 -   Price

 

n/a

e)

Date of the transaction

28 August 2025

f)

Place of the transaction

London Stock Exchange, AIM

 

 1   Details of the person discharging managerial responsibilities
 a)  Name                                                         Richard Scott
 2   Reason for the notification
 a)  Position/status                                              Chief Commercial 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)
                                                                  5p        500,000
 d)  Aggregated information

     -   Aggregated volume                                        n/a

      -   Price
 e)  Date of the transaction                                      28 August 2025
 f)  Place of the transaction                                     London Stock Exchange, AIM

d)

Aggregated information

-   Aggregated volume

 -   Price

 

n/a

e)

Date of the transaction

28 August 2025

f)

Place of the transaction

London Stock Exchange, AIM

 

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