Issue of Equity, Related Party Transaction and PDMR Shareholding
23/05/2023 11:00
23 May 2023
Hydrogen Future Industries plc
(“HFI” or the “Company”)
Purchase of Remaining Shares in HFI IP Holdings Limited,
Issue of Equity,
Related Party Transaction
and
PDMR Shareholding
Hydrogen Future Industries plc (AQSE: HFI), a developer of a proprietary
wind-based green hydrogen production system, announces the purchase of the
remaining shares that it does not already own of HFI IP Holdings Limited
(“HFI IP Holdings”) (being 49 percent of HFI IP Holdings) from Timothy
Blake (the “Share Purchase Transaction”).
The Share Purchase Transaction is being made by way of staged issue to Mr
Blake of new ordinary shares in the Company comprising:
* an upfront issue of 14,000,000 new ordinary shares at a price of 10 pence
per share (the “Upfront Shares”);
* a deferred issue of 10,000,000 new ordinary shares at a price of 10 pence
per share upon either: * the independent verification of wind turbine
performance;
* a financing of at least £3 million; or
* a change of control of the Company; and
* a further deferred issue of 10,000,000 new ordinary shares at a price of 10
pence per share upon commercialisation of the Company’s wind-based hydrogen
production system, or in the event of a change of control of the Company.
Prior to the Share Purchase Transaction, HFI IP Holdings was held in a 51/49
percent joint venture between HFI Energy Systems Limited (“HESL”), the
Company’s wholly owned product development subsidiary, and Mr Blake.
PDMR Shareholding
Following the issue of the Upfront Shares, Mr Blake, who is a person
discharging managerial responsibility, will own 14,000,000 ordinary shares in
the Company representing 29.3 percent of the Company’s issued share capital.
Related Party Transaction
Mr Blake is considered a “Related Party” as defined under the AQSE Growth
Market Access Rulebook as a result of being a director of HFI IP Holdings. The
Share Purchase Transaction therefore constitutes a related party transaction
for the purposes of Rule 4.6 of the AQSE Growth Market Access Rulebook.
The directors of HFI independent of the Share Purchase Transaction confirm
that, having exercised reasonable care, skill and diligence, the related party
transaction is fair and reasonable insofar as the shareholders of HFI are
concerned.
Admission
Application has been made for the 14,000,000 Upfront Shares to be admitted to
trading on the Aquis Stock Exchange Growth Market (“Admission”). Admission
is expected to occur at 8:00 am on or around 30 May 2023.
Total Voting Rights
Following Admission, the Company's issued share capital will comprise
47,750,000 ordinary shares, with each share carrying the right to one vote.
Therefore, the total number of voting rights in the Company will be
47,750,000. This figure may be used by shareholders as the denominator for
calculations by which they will determine if they are required to notify their
interest in the Company, or a change to their interest in the Company, under
the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.
Daniel Maling, Chairman of HFI, commented:
“The Share Purchase Transaction consolidates HFI’s valuable intellectual
property ownership under the exclusive control of the Company and aligns all
interests at the top company level. The issue price of 10 pence per share,
being a considerable premium to the Company’s share price, reflects the
confidence of the parties in the development progress of the Company’s
wind-based hydrogen production system and its future potential for scalable
production of affordable green hydrogen.”
Enquiries:
Hydrogen Future Industries plc
Daniel Maling, Chairman +44 (0)20 3475 6834
Vigo Consulting (Investor Relations)
Ben Simons +44 (0) 20 7390 0230
Peter Jacob
Cairn Financial Advisers LLP (AQSE Corporate Adviser)
Ludovico Lazzaretti Liam Murray +44 (0) 20 72130 880
Peterhouse Capital Limited (Broker)
Duncan Vasey +44 (0) 20 7469 0930
About Hydrogen Future Industries
Hydrogen Future Industries was established to invest in projects and companies
focused on the Hydrogen Economy. We are developing a proprietary wind-based
hydrogen production system, incorporating hydrogen compression and storage.
Through this technology, we aim to significantly reduce the cost of hydrogen
production from renewable sources and provide on-demand energy storage in the
form of hydrogen at a fraction of the cost of lithium-ion battery storage.
Click here
(https://hydrogenfutureindustries.com/wp-content/uploads/2022/07/HFI-Flyer-for-Website.pdf)
for more information about Hydrogen Future Industries.
Visit our website: www.hydrogenfutureindustries.com
Follow us on social media:
LinkedIn: @Hydrogen Future Industries
Twitter: @HydrogenFI
Inside Information
This announcement contains inside information for the purposes of the UK
Market Abuse Regulation and the Directors of the Company accept responsibility
for the contents of this announcement.
Caution Regarding Forward Looking Statements
Certain statements made in this announcement are forward-looking statements.
These forward-looking statements are not historical facts but rather are based
on the Company's current expectations, estimates, and projections about its
industry; its beliefs; and assumptions. Words such as 'anticipates,'
'expects,' 'intends,' 'plans,' 'believes,' 'seeks,' 'estimates,' and similar
expressions are intended to identify forward-looking statements. These
statements are not a guarantee of future performance and are subject to known
and unknown risks, uncertainties, and other factors, some of which are beyond
the Company's control, are difficult to predict, and could cause actual
results to differ materially from those expressed or forecasted in the
forward-looking statements. The Company cautions security holders and
prospective security holders not to place undue reliance on these
forward-looking statements, which reflect the view of the Company only as of
the date of this announcement. The forward-looking statements made in this
announcement relate only to events as of the date on which the statements are
made. The Company will not undertake any obligation to release publicly any
revisions or updates to these forward-looking statements to reflect events,
circumstances, or unanticipated events occurring after the date of this
announcement except as required by law or by any appropriate regulatory
authority.
Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No. 596/2014
Details of the person discharging managerial responsibilities/person closely associated
Name Timothy Blake
Reason for notification
Position/Status PDMR
Initial notification/ Amendment Initial
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
Name Hydrogen Future Industries PLC
LEI 213800U3MWUSU24ARW11
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
Description of the financial instrument, type of instrument Ordinary shares
Identification Code
Nature of the transaction Issue of 14,000,000 new ordinary shares
Price(s) and volume(s)
Price(s) Volume(s)
10p 14,000,000
Aggregated information - Aggregated Volume - Price N/A
Date of the transaction 23 May 2023
Place of the transaction AQSE
Copyright (c) 2023 PR Newswire Association,LLC. All Rights Reserved