REG - Clean Power Hydrogen - Results of Oversubscribed Retail Offer

Clean Power HydrogenAnnouncement

04/09/2025 07:00

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20250904:nRSD9354Xa&default-theme=true

RNS Number : 9354X  Clean Power Hydrogen  04 September 2025

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE RESTRICTED AND ARE
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, NEW
ZEALAND, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND OR JAPAN OR IN
OR INTO ANY OTHER JURISDICTION WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW
OR REGULATION.

 

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF
CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION,
RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE
ACQUIRE OR DISPOSE OF ANY SECURITIES OF THE COMPANY IN ANY JURISDICTION WHERE
TO DO SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATION (596/2014/EU) AS IT FORMS PART OF UK DOMESTIC LAW
BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED) ("MAR"). IN
ADDITION, MARKET SOUNDINGS (AS DEFINED IN MAR) WERE TAKEN IN RESPECT OF
CERTAIN OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT
CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION, AS PERMITTED BY MAR.
UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE
TO BE IN POSSESSION OF INSIDE INFORMATION.

 

4 September 2025

Clean Power Hydrogen plc

 

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

 

Results of Oversubscribed Retail Offer

 

Further to the announcement by the Company in respect of the Retail Offer
dated 28 August 2025 (the "Retail Offer Announcement"), Clean Power Hydrogen
plc (AIM: CPH2), is pleased to announce that, following the closing of the
Retail Offer on the BookBuild platform on 3 September 2025, the Retail Offer
was oversubscribed. Accordingly, the Company has elected to increase scale of
the Retail Offer to raise total gross proceeds of £0.328 million (the "Retail
Offer") through the issue of 6,555,315 Retail Offer Shares at the Issue Price
of 5 pence per share. Accordingly, all existing Shareholders who applied in
the Retail Offer received 100 per cent of their demand. This total includes
the application for 100,000 Retail Offer Shares received from Rick Smith,
Non-Executive Director of the Company, which, on issue, will result in Mr
Smith having an interest in 258,333 Ordinary Shares, representing 0.05% of the
enlarged issued share capital of the Company.

 

In addition, due to additional demand in the Subscription, the Company has
issued an additional 1,000,000 Subscription Shares. Consequently, it is now
anticipated that the Company will issue and allot 10,800,000 Placing Shares,
130,233,580 Subscription Shares and 6,555,315 Retail Offer Shares (together,
the "New Shares"), resulting in a total of 147,588,895  New Shares to be
issued in relation to the Fundraising raising gross proceeds of approximately
£7.4 million.

 

The proceeds will be used as outlined in the Launch Announcement dated 28
August 2025 and will provide additional working capital support and further
strengthen the balance sheet.

 

The Fundraising is conditional on obtaining approval of the Shareholders at a
General Meeting of the Company, to be held at the offices of K&L Gates,
One New Change, London EC4M 9AF at 11:00 a.m. on 18 September 2025.

 

Admission and Total Voting Rights

 

Applications have been 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 (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 502,013,083 Ordinary Shares.

 

For further 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

 

Other than where defined, capitalised terms used in this announcement have the
meanings given to them in the Retail Offer Announcement.

 

Further information on the Company can be found on its website at:
https://www.cph2.com/

 

IMPORTANT NOTICE

 

The content of this announcement has been prepared by, and is the sole
responsibility 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 of America, Canada, Australia, New Zealand,
Singapore, the Republic of South Africa, the Republic of Ireland or Japan or
into any other jurisdiction where to do so might constitute a violation of the
relevant laws or regulations of such jurisdiction (the "Restricted
Jurisdictions").

 

This announcement is not for publication or distribution, directly or
indirectly, in or into the United States of America. This announcement is not
an offer of securities for sale into the United States. The Retail Offer
Shares referred to herein have not been and will not be registered under the
Securities Act and may not be offered or sold in the United States, expect
pursuant to an applicable exemption from registration. No public offering of
Retail Shares is being made in the United States.

 

This announcement does not constitute or form part of an offer to sell or
issue or a solicitation of an offer to buy, subscribe for or otherwise acquire
any securities in any jurisdiction including, without limitation, the
Restricted Jurisdictions or any other jurisdiction in which such offer or
solicitation would be unlawful. This announcement and the information
contained in it is not for publication or distribution, directly or
indirectly, to persons in a Restricted Jurisdiction, unless permitted pursuant
to an exemption under the relevant local law or regulation 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.

 

This announcement has not been approved by the London Stock Exchange or any
other securities exchange.

 

No prospectus or offering document will be made available in connection with
the matters contained in this Announcement and no such prospectus is required
(in accordance with Regulation (EU) 2017/1129 as it forms part of UK law by
virtue of the European Union (Withdrawal) Act 2018) to be published.

 

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", "could", "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 Group'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. Forward-looking
statements speak only as of the date of such statements and, except as
required by the FCA, the London Stock Exchange or applicable law, the Company
undertakes no obligation to update or revise publicly any forward-looking
statements, whether as a result of new information, future events or
otherwise.

 

Any indication in this announcement of the price at which the Ordinary Shares
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 per share of the Company for the current or future
financial years would necessarily match or exceed the historical published
earnings per share of the Group.

 

Cavendish Capital Markets Limited, which is authorised and regulated in the
United Kingdom by the FCA, is acting for the Company and for no one else in
connection with the transaction or arrangements described in this announcement
and will not be responsible to anyone other than the Company for providing the
protections afforded to clients of Cavendish Capital Markets Limited or for
providing advice in relation to the transaction or arrangements described in
this announcement, or any other matters referred to in this announcement.

 

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 or on behalf of the Company, Cavendish Capital Markets Limited, or by their
affiliates or their respective agents, directors, officers and employees as
to, or in relation to, the accuracy or completeness of this announcement or
any other written or oral information made available to or publicly available
to any interested party or its advisers, and any liability therefore is
expressly disclaimed.

 

The Retail Offer Shares to be issued pursuant to the Retail Offer will not be
admitted to trading on any stock exchange other than to trading on AIM, being
the market of that name operated by the London Stock Exchange.

 

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.

 

 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)
                                                                  5p        100,000
 d)  Aggregated information

     -   Aggregated volume                                        n/a

      -   Price
 e)  Date of the transaction                                      3 September 2025
 f)  Place of the transaction                                     London Stock Exchange, AIM

d)

Aggregated information

-   Aggregated volume

 -   Price

 

n/a

e)

Date of the transaction

3 September 2025

f)

Place of the transaction

London Stock Exchange, AIM

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  ROIUPUBGBUPAPPW