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Hydrogen Capital GrowthAnnouncement

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RNS Number : 4391W  Hydrogen Capital Growth PLC  12 March 2026

LEI: 213800PMTT98U879SF45

 

 

12 March 2026

 

 

Hydrogen Capital Growth plc

(the "Company")

 

 

Publication of Circular, Proposed cancellation of admission of the Ordinary Shares to trading on the Main Market, Re-registration as a private limited company, Adoption of New Articles and Notice of General Meeting

 

 

The Company has today published a circular (the "Circular") in connection with
a proposal to cancel the listing of the Company's Ordinary Shares from the
closed-ended investment funds category of the Official List of the Financial
Conduct Authority and the trading of the Company's Ordinary Shares from the
Main Market of London Stock Exchange plc (the "Cancellation"), and thereafter
to re-register the Company as a private limited company and adopt new articles
of association (the "Re-registration") (the Cancellation and the
Re-registration, together, the "Proposals").

 

The Circular contains a notice convening a meeting of the Shareholders to be
held on 30 March 2026 at 11.00 a.m. (the "Meeting"). A copy of the Circular
will be submitted to the National Storage Mechanism      and
will        shortly
be                            available
for            inspection at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/%23/nsm/nationalstoragemechanism) and  on  the
Company's  website at
https://www.redwheel.com/uk/en/individual/hydrogen-capital-growth-plc/
(https://www.redwheel.com/uk/en/individual/hydrogen-capital-growth-plc/) .
(https://www.redwheel.com/uk/en/individual/hydrogen-capital-growth-plc/)

 

Further details of the Proposals and the Resolutions which will be put to
Shareholders at the Meeting are set out below and in the Circular.

Capitalised terms used and not otherwise defined in this announcement shall
have the same meaning as in the Circular.

 

General Meeting

 

Under Chapter 21 of the UK Listing Rules, it is a requirement that the
Cancellation must be approved by Shareholders holding not less than 75 per
cent. of votes cast by Shareholders at a general meeting. Accordingly, the
Notice of General Meeting set out in the Circular contains a special
resolution to approve the Cancellation. The Cancellation will not take effect
until at least 20 clear Business Days have passed following the passing of the
Cancellation Resolution, in accordance with the UK Listing Rules.

 

The General Meeting will be held at the offices of Gowling WLG (UK) LLP at 4
More London Riverside, London SE1 2AU at 11.00 a.m. on Monday, 30 March 2026.

 

The Resolutions to be proposed at the General Meeting are as follows:

 

·      Resolution 1 is a special resolution to approve the Cancellation;
and

·      Resolution 2 (which is subject to and conditional upon the
Cancellation becoming effective) is a special resolution to approve the
Re-registration and adoption of the New Articles.

 

If the Cancellation Resolution is passed at the General Meeting, it is
proposed that the last day of trading in the Ordinary Shares on the Main
Market will be Wednesday, 29 April 2026 and that the Cancellation will take
effect at 7:00 a.m. on Thursday, 30 April 2026.

The Resolutions will be voted on by way of a poll. In accordance with the
Articles, all Shareholders entitled to vote and who are present in person or
by proxy at the General Meeting shall have one vote in respect of every
Ordinary Share held. As at the date of this document the Company does not have
a controlling shareholder for the purposes of Chapter 21 of the UK Listing
Rules.

 

The New Articles will be available for inspection for at least 15 minutes
prior to and during the General Meeting. The proposed amended articles of
association will also be available for inspection on the Company's website and
at https://data.fca.org.uk/a/nsm/nationalstoragemechanism
(https://data.fca.org.uk/a/nsm/nationalstoragemechanism) ,
(https://data.fca.org.uk/a/nsm/nationalstoragemechanism) from the date of this
document.

 

Expected timetable

 

 Event                                                                          Time and/or date*
 Formal announcement relating to the proposed Cancellation                      Thursday, 12 March 2026
 Publication and posting of the Circular (including Notice of General Meeting)  Thursday, 12 March 2026
 Latest time for receipt of proxy appointments and CREST voting instructions    11.00 a.m. on Thursday, 26 March 2026
 General Meeting                                                                11.00 a.m. on Monday, 30 March 2026
 Announcement of result of General Meeting                                      Monday, 30 March 2026
 Expected last day of dealings in Ordinary Shares on the Main Market            Wednesday, 29 April 2026
 Expected time and date of Cancellation                                         7.00 a.m. on Thursday, 30 April 2026
 Matched Bargain Facility for Ordinary Shares expected to commence              7.00 a.m. on Thursday, 30 April 2026
 Expected date of Re-registration                                               by Friday, 15 May 2026

 

Notes

1.    All references to time in this document are to London time, unless
otherwise stated.

2.    The times and dates set out in the expected timetable above and
mentioned throughout this document may be adjusted by the Company, in which
event details of the new times and/or dates will be notified, as required, to
the FCA and the London Stock Exchange and, where appropriate, to Shareholders
and an announcement will be made through a Regulatory Information Service.

 

 

 

For further information, please contact:

Redwheel, Investment
Adviser
Tel: +44 (0) 20 7227 6000 HGENInvestmentTrust@Redwheel.com
(mailto:HGENInvestmentTrust@Redwheel.com)

 

Shore Capital

Financial Adviser and Corporate Broker

Gillian Martin / Anita Ghanekar / Matthew Walton (Corporate Advisory) Fiona
Conroy (Corporate Broking)

Tel: +44 (0) 20 7601 6128

Burson Buchanan - Financial Comms Henry Harrison-Topham / Henry Wilson / Nick
Croysdill

Tel: +44 (0) 20 7466 5000

HGEN@buchanancomms.co.uk (mailto:HGEN@buchanancomms.co.uk)

 

 

Shore Capital and Corporate Limited ("Shore Capital"), which is regulated in
the UK by the Financial Conduct Authority, is acting exclusively for the
Company and no one else in connection with the matters referred to in this
announcement and shall not be responsible to anyone other than the Company for
providing the protections afforded to clients of Shore Capital, nor for
providing advice in connection with the matters referred to in this
announcement. Neither Shore Capital nor any of its affiliates (nor any of its
or their respective directors, officers, employees, representatives or agents)
owes or accepts any duty, liability or responsibility whatsoever (whether
direct, indirect, consequential, whether in contract, in tort, under statute
or otherwise) to any person who is not a client of Shore Capital in connection
with the matters referred to in this announcement.

 

This announcement is not intended to, and does not, constitute or form part of
any offer, invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of, any securities whether
pursuant to this announcement or otherwise.

The distribution of this announcement in jurisdictions outside the United
Kingdom may be restricted by law and therefore persons into whose possession
this announcement comes should inform themselves about, and observe, such
restrictions. Any failure to comply with the restrictions may constitute a
violation of the securities law or any such jurisdiction.

 

 

 

Appendix

 

Extracts from the Circular

Background to and reasons for the Cancellation and Re-registration

 

On 1 December 2025, Shareholders approved a change to the Company's investment
objective and policy to facilitate the managed realisation of the Company's
assets over time, in order to best serve the interests of the Shareholders.
The Board explained in the shareholder circular convening the December General
Meeting, and further in the Chair's statement within the Company's interim
report for the six-month period to 30 June 2025, the extent of cost-cutting
measures implemented to date, and reaffirmed its commitment to reducing
running expenses to further preserve the Company's cash position. The
Company's cash position as at 11 March 2026 (being the latest practicable date
prior to the publication of this document), following the recent receipt of
the proceeds for its partial sale of its stake in Strohm Holding B.V. as
announced on 9 March 2026, was approximately £1.6 million.

 

The Company announced on 9 February 2026 that, alongside asset disposals,
measures under Board consideration included reviewing the Company's corporate
structure and the potential for a delisting. Following this, the Board has
initiated the measures set out below.

 

Corporate structure

 

The Board approved the closing of the HydrogenOne Partnership, a wholly owned
subsidiary undertaking of the Company structured as an English limited
partnership controlled by the Company. The HydrogenOne Partnership was set up
at the time of the Company's IPO to make investments in the Company's private
hydrogen assets, however is no longer required and the Company shall hold its
investments directly. This is expected to represent cost savings for the group
once complete in the form of reduced administration and accounting costs.

 

Potential delisting

 

The Board has considered the option for the Company to seek to cancel its
admission: (i) to listing on the Official List of the FCA; and (ii) to trading
on the London Stock Exchange's main market for listed

securities, and the benefits that may bring. The Company and its advisers have
engaged with Shareholders representing approximately 50 per cent. of the
Company's issued share capital to seek their views in respect of the potential
delisting. Following this, the Board has determined to recommend a delisting
for the reasons set out in further detail below.

 

The Proposals are, in the Board's opinion, in the best interests of the
Company and its Shareholders as a whole, and in reaching this conclusion the
Board has considered and discussed with those Shareholders the following key
factors:

 

·      Optimising realisation value: The Board reiterates that it is
intensively engaged in securing the best outcome for Shareholders and,
alongside reducing costs, it remains focused on securing as much value for
Shareholders as possible through the Managed Realisation. The Board believes
that this outcome should be better achieved in an environment with a less
onerous disclosure regime than its present listed company status requires. The
Board and the Investment Adviser believe that the Proposals will better
facilitate the Company's realisation strategy as commercial negotiations with
prospective buyers can be adversely impacted by public disclosure of
information relating to portfolio companies, such as the Company's carrying
value of an investment at a given point in time. The Board is, however,
acutely aware of the need to keep Shareholders informed of the progress of the
Managed Realisation. Consequently, should the Proposals be approved, the
Company will update Shareholders of key progress via the ongoing publication
of quarterly updates via its website which shall be maintained with private
access for Shareholders. The Company will continue to release unaudited NAVs
per share, though frequency will change from quarterly to semi-annually. More
detail on the proposed reporting programme is set out at paragraph 5 of Part 1
(Letter from the Chairman) of the Circular.

·      Costs and regulatory burden: The considerable costs associated
with maintaining the admission of the Ordinary Shares to listing on the
Official Listing and trading on the Main Market (such as broker fees, FCA and
London Stock Exchange fees, PR fees and the costs associated with being a
listed company in having a higher level of corporate governance and audit
scope) are, in the Board's opinion, disproportionately high, compared with the
remaining benefits. In such scenario the Board believes that the requirements
and associated costs of the Company maintaining its public company status
would be disadvantageous to Shareholders and that the Company can seek further
cost reductions as a result of its re-registration as a private limited
company. The Board believes the time and cost savings expected from the
Proposals could be better utilised, for the benefit of the Company, by
providing an extended cash runway to serve the Managed Realisation.

 

 

Therefore, following careful consideration, in the Board's opinion it is in the best interests of the Company and Shareholders to undertake the Proposals at the earliest opportunity.

 

Process for, and principal effects of, the Cancellation

 

Overview

 

The principal effects of the Cancellation will include the following:

 

·      there will be no formal market mechanism enabling Shareholders to
trade Ordinary Shares (other than a limited off-market mechanism provided by
the Matched Bargain Facility (for further details of which, please see the
heading 'Matched Bargain Facility' and paragraph 6 of Part 1 (Letter from the
Chairman) of the Circular);

 

·      it is possible that, following the announcement of the intention
to propose the Cancellation, the liquidity and marketability of the Ordinary
Shares may be significantly reduced);

 

·      the Ordinary Shares may be more difficult to sell compared to
shares of companies traded on the Main Market (or any other recognised market
or trading exchange);

·      in the absence of a formal market and quoted price it may be
difficult for Shareholders to determine the market value of their investment
in the Company at any given time;

 

·      the regulatory and financial reporting regime applicable to
companies whose shares are admitted to listing on the Official List and to
trading on the Main Market will no longer apply albeit the Company will remain
subject to the Takeover Code for a period of two years after the Cancellation
(see paragraph 7 of Part 1 (Letter from the Chairman) of the Circular for more
details);

·      Shareholders will no longer be afforded the protections given by
the UK Listing Rules, including:

 

o  the requirement to appoint a 'sponsor' for the purposes of certain
corporate transactions, such as when undertaking a significant transaction or
capital raising. The responsibilities of the sponsor include providing
assurance to the FCA when required that the responsibilities of the listed
company have been met;

 

o  the requirement to obtain the prior approval of its shareholders to any
material change to its published investment policy (nevertheless the Company
with continue to voluntarily seek shareholder approval to any material change
to its Investment Policy in accordance therewith);

 

o  the requirement to seek shareholder approval for a broader range of
transactions including certain related party transactions (related parties
including the Directors) however, following the Cancellation, the Board shall
instead voluntarily seek independent advice from an appropriately qualified
adviser that the terms of any such related party transaction are fair and
reasonable;

 

o  in relation to obligations with regard to a company's purchase of its own
securities; and

o  in relation to specified structures and pricing limits in relation to
further issues of securities;

 

 

·      the levels of disclosure and corporate governance within the
Company will not be as stringent as for a company admitted to listing on the
Official List and to trading on the Main Market. In particular, the Company
will no longer comply with the provisions of the AIC Code of Corporate
Governance;

 

·      the Company will no longer be subject to UK MAR regulating inside
information and other matters;

 

·      the Company will no longer be required to publicly disclose any
change in major shareholdings in the Company under the Disclosure Guidance and
Transparency Rules; and

 

·      the Cancellation and Re-registration may have personal taxation
consequences for Shareholders (for example, not all SIPP providers or ISAs
will allow unquoted shares to be held within the SIPP or ISA). Shareholders
who are in any doubt about their tax position should consult their own
professional independent tax adviser.

 

The above considerations are not exhaustive. Shareholders should seek their own independent advice when assessing the likely impact of the Cancellation on them.

 

For the avoidance of doubt, the Company will remain registered with the
Registrar of Companies in England and Wales in accordance with, and subject
to, the Companies Act, notwithstanding the Cancellation.

 

B Share Scheme

 

At the December General Meeting, in connection with Shareholders' approval of
the Managed Realisation, Shareholders approved the Company's adoption of the B
Share Scheme. The B Share

Scheme was put in place to provide the Company with a mechanism to return cash
to Shareholders at such time or times as the Board may, at its absolute
discretion, determine. Further details on the B Share Scheme are set out at in
the Company's shareholder circular dated 29 October 2025 ("October Circular"),
in particular in Part 6 (United Kingdom Taxation), which is available on the
Company's website at
https://www.redwheel.com/uk/en/individual/hydrogen-capital-growth-plc/
(https://www.redwheel.com/uk/en/individual/hydrogen-capital-growth-plc/) .

 

As mentioned in the October Circular, under the provisions of Part 15 of the
Corporation Tax Act 2010, HMRC can in certain circumstances counteract tax
advantages arising in relation to a transaction or transactions in securities.
If these provisions were to be applied by HMRC to the proposed B Share Scheme,
in broad terms, individual Shareholders might be liable to taxation as if they
had received an income amount rather than a capital amount. However, these
provisions only apply in the case of close company transactions.

 

The Company intends that the operation of the B Share Scheme as a mechanism to
return capital to Shareholders will not be adversely affected by the
Proposals, but the Board will continue to monitor the potential close company
treatment of the Company prior to any such distribution to ensure that the
anticipated tax treatment remains the same. Each issue and redemption of B
Shares will be communicated by way of a letter to Shareholders and the
publication of a notice on the Company's website, were the Cancellation and
Re-registration to become effective. The quantum and timing of any such return
of capital will remain at the discretion of the Board and will remain
dependent on the realisation of the Company's investments and its liabilities,
general working capital requirements and the amount and nature (from a tax
perspective) of its distributable reserves from time-to-time.

 

Shareholders are reminded that, under the Company's investment objective and
investment policy adopted at the December General Meeting, the Board retains
the flexibility to undertake the return of cash to Shareholders in such manner
as it may, at its discretion, determine (which may be by way of direct
buybacks, tender offers, dividends or any other form of return).

 

Investment Trust status

 

The Company operates as an investment trust approved by HMRC. The principal
benefit of investment trust status is that, in respect of each period for
which the Company is an approved investment trust, the Company will be exempt
from UK corporation tax on its chargeable gains and capital profits on loan
relationships.

 

If the Cancellation Resolution is approved and the Cancellation becomes
effective, the Company will no longer fulfil the relevant conditions to
qualify for UK investment trust status. In such circumstances, for and
following the financial period ended 31 December 2026, the Company would be
subject to the normal rates of corporation tax on chargeable gains and capital
profits arising on the transfer or disposal of investments and other assets,
and on interest income.

 

Due in large part to the Company's recent reductions in Net Asset Value,
failure to maintain investment trust status following the Cancellation is not
expected to adversely affect the Company's financial performance or the
returns of capital expected to be provided to Shareholders under the B Share
Scheme or otherwise. Nonetheless, the basis of taxation of any Shareholder's
shareholding in the Company will differ or change fundamentally if the Company
fails or ceases to maintain its investment trust status, and Shareholders are
recommended to seek independent professional advice from an appropriate
independent financial adviser if you are in any doubt as to the effects of the
Company failing to maintain investment trust status.

 

In the event that the Cancellation does not become effective, the Company
intends to maintain its investment trust status until further notice.

 

Ordinary Shares held through an ISA

 

The following paragraph is intended as a general guide only and does not constitute legal or tax advice. Shareholders are advised to take independent advice in relation to the tax implications of any matters set out in this document and to consult an appropriate professional tax adviser. Shareholders who hold their Ordinary Shares through an ISA are advised to contact their ISA

manager. Different ISA providers may have different procedures for handling
delisted shares, including timelines for transfer and communication with
customers.

 

If the Cancellation Resolution is approved and the Cancellation becomes
effective, the Ordinary Shares will cease to be eligible to be held within an
ISA upon the Cancellation taking effect. An ISA manager will therefore have to
either sell Ordinary Shares held in a Shareholder's ISA or transfer them to
the Shareholder to be held outside an ISA (for instance, to a standard share
dealing account), within 30 calendar days of the Cancellation. When the title
of an investment in an ISA is transferred from an ISA manager to an investor,
the investor is deemed to have sold the investment for a market value sum and
immediately reacquired it for the same amount. Any notional gain on the deemed
sale is exempt from charge. Any future capital gains or losses are calculated
by reference to the value of the shares when they left the ISA. This is the
combined effect of Regulation 22 and 34 of the Individual Savings Account
Regulations 1998. It is not, however, clear how this general tax treatment
applies when shares are transferred out of an ISA after a cancellation.

 

Ordinary Shares held through a SIPP account

 

SIPP accounts can, in principle, permit the holding of both listed and unlisted shares, however not all SIPP providers allow unquoted or unlisted shares to be held. Shareholders are advised to take independent advice in relation to the tax implications of any matters set out in this document and to consult an appropriate professional tax adviser. Shareholders who hold their Ordinary Shares through a SIPP are advised to contact their SIPP manager.

 

Matched Bargain Facility

 

The Directors are aware that certain Shareholders may be unable or unwilling
to hold Ordinary Shares in the event that the Cancellation is approved. Should
the Cancellation be approved, the Company intends to implement a Matched
Bargain Facility with a third party to help facilitate Shareholders buying and
selling Ordinary Shares on a matched bargain basis following the Cancellation.
Further information about the Matched Bargain Facility is set out at paragraph
6 of Part 1 (Letter from the Chairman) of the Circular. Shareholders should
take independent advice about retaining their interests in Ordinary Shares
prior to the Cancellation becoming effective.

 

Process for, and principal effects of, the Re-registration

 

Overview

 

For the reasons set out in the paragraph above, it is proposed to re-register
the Company as a private limited company following its delisting from the Main
Market.

 

In connection with the Re-registration, it is proposed that the New Articles
be adopted to reflect the change in the Company's status to a private limited
company. The principal effects of the Re-registration and the adoption of the
New Articles on the rights and obligations of Shareholders and the Company are
summarised in Part 2 (Principal Effects of the Re-Registration and the
Proposed Changes Arising from the Adoption of the New Articles) of the
Circular.

 

Subject to and conditional upon the Cancellation and the passing of the
Re-registration Resolution, application will be made to the Registrar of
Companies for the Company to be re-registered as a private limited company.
Re-registration will take effect when the Registrar of Companies issues a
certificate of incorporation on Re-registration. The Registrar of Companies
will not issue the certificate of incorporation on Re-registration until the
Registrar of Companies is satisfied that no valid application can be made to
cancel the resolution to re-register as a private limited company.

 

Under the Companies Act 2006, it is a requirement that re-registration and
adoption of new articles of association must be approved by not less than 75
per cent. of votes cast by shareholders at a general meeting. Accordingly, the
Notice of General Meeting set out at the end of this document contains a
special resolution (Resolution number 2) to approve the Re-registration and
adoption of the New Articles.

Provided the Cancellation Resolution and the Re-registration Resolution are
passed at the General Meeting and the Registrar of Companies issues a
certificate of incorporation on Re-registration, it is anticipated that the
Re-registration will become effective by Friday, 15 May 2026.

 

Board composition and provision of information, services and facilities following the Cancellation

 

Board composition

 

The composition of the Board is expected to change shortly following the
Cancellation. The Company operates with four non-executive directors one of
which, currently being Erik Magnesen, is at the nomination of INEOS Offshore
BCS Limited. Afkenel Schipstra and Erik Magnesen each propose to resign from
their positions as non-executive directors of the Company conditional on and
with effect from the Cancellation. Simon Hogan and Abigail Rotheroe will
continue in their roles as Chairman and non-executive director respectively.
Conditional on and with effect from the Cancellation, Simon Hogan and Abigail
Rotheroe have agreed to reduce their fees by 20 per cent. and 15 per cent.
respectively.

 

Provision of information, services and facilities following the Cancellation

 

The Company currently intends to continue to provide certain information,
services and facilities to Shareholders following the Cancellation.

 

The Company will:

 

·      continue, for the duration of the Managed Realisation, to
maintain its website,
https://www.redwheel.com/uk/en/individual/hydrogen-capital-growth-plc/
(https://www.redwheel.com/uk/en/individual/hydrogen-capital-growth-plc/) and
to continue keeping Shareholders informed of the progress of the Managed
Realisation by the publication on the website of quarterly updates, as well as
the publication of any other ad hoc updates from time to time, including in
relation to the B Share Scheme;

·      begin releasing semi-annual unaudited NAVs per share rather than
the release of quarterly unaudited NAVs per share at present. On this basis
the next unaudited NAV would be expected to be as at 30 June 2026 and
published within approximately 2 months of that date and at six monthly
intervals thereafter;

 

·      continue to communicate information about the Company (including
annual accounts) to its Shareholders, as required by the Companies Act. For
the avoidance of doubt the Company expects to publish its annual accounts for
the period ended 31 December 2025 in due course (and by no later than 30
September 2026), while it shall no longer be required to publish half- yearly
accounts; and

 

·      for as long as the Company is actively pursuing its Managed
Realisation Policy, expected to be for at least 12 months following the
Cancellation, to make available to Shareholders, through JP Jenkins, the
Matched Bargain Facility (as further described below) which will allow
Shareholders to buy and sell Ordinary Shares on a matched bargain basis
following the Cancellation.

 

Transactions in the Ordinary Shares prior to and post the proposed Cancellation

 

Prior to the Cancellation

 

Shareholders should note that they are able to continue trading in the
Ordinary Shares on the Main Market prior to the Cancellation. It is
anticipated that the last day of dealings of the Ordinary Shares on the Main
Market will be Wednesday, 29 April 2026.

 

Following the Cancellation

 

The Company is making arrangements for a Matched Bargain Facility to assist
Shareholders to trade in the Ordinary Shares to be put in place from the date
of the Cancellation, if the Cancellation Resolution

is passed. The Matched Bargain Facility will be provided by JP Jenkins. JP
Jenkins (authorised and regulated by the FCA as an approved PISCES operator in
accordance with regulation 10 of The Financial Services and Markets Act 2023
(Private Intermittent Securities and Capital Exchange System Sandbox)
Regulations 2025, with FCA registered number 1037394)) has been appointed to
facilitate trading in the Ordinary Shares.

 

Under the Matched Bargain Facility, Shareholders or persons wishing to acquire
or dispose of Ordinary Shares will be able to leave an indication with JP
Jenkins, through their stockbroker (JP Jenkins is unable to deal directly with
members of the public), of the number of Ordinary Shares that they are
prepared to buy or sell at an agreed price. In the event that JP Jenkins is
able to match that order with an opposite sell or buy instruction, it would
contact both parties and then effect the bargain (trade). Shareholdings remain
in CREST and can be traded during normal business hours via a UK regulated
stockbroker.

 

Should the Cancellation become effective, and the Company puts in place the
Matched Bargain Facility, details will be made available to Shareholders on
the Company's website at
https://www.redwheel.com/uk/en/individual/hydrogen-capital-growth-plc/
(https://www.redwheel.com/uk/en/individual/hydrogen-capital-growth-plc/) .
(https://www.redwheel.com/uk/en/individual/hydrogen-capital-growth-plc/)

 

It is currently intended that the Matched Bargain Facility will operate for so
long as the Company is actively pursuing its Managed Realisation policy,
expected to be for at least 12 months following the Cancellation. However, if
the Managed Realisation policy has not concluded within 12 months of the
Cancellation, the Board shall reassess whether the continued operation of the
Matched Bargain Facility remains in Shareholders' best interests taking into
account factors such as running costs, usage levels and how much capital may
already have been returned to Shareholders under the Managed Realisation.
Shareholders should therefore note that there can be no guarantee that the
Matched Bargain Facility will operate beyond  12  months after the
Cancellation and that it could be withdrawn at any time, consequently
inhibiting the ability to trade the Ordinary Shares.

 

Further information about the secondary market trading facility, including
indicative prices and a history of transactions, will be available on the JP
Jenkins website which is located at www.jpjenkins.com
(http://www.jpjenkins.com/) . (http://www.jpjenkins.com/)

 

There can be no guarantee as to the level of the liquidity or marketability of
the Ordinary Shares under the Matched Bargain Facility, or the level of
difficultly for Shareholders seeking to realise their investment under the
Matched Bargain Facility.

 

Before giving your consent to the Cancellation, you are encouraged to seek
independent professional advice from an appropriate independent financial
adviser.

 

If Shareholders wish to buy or sell Ordinary Shares on the Main Market they
must do so prior to the Cancellation becoming effective. As noted above, in
the event that Shareholders approve the Cancellation, it is anticipated that
the last day of dealings in the Ordinary Shares on the Main Market will be
Wednesday, 29 April 2026 and that the effective date of the Cancellation will
be Thursday, 30 April 2026.

 

The Takeover Code

 

The Takeover Code applies to any company which has its registered office in
the UK, the Channel Islands or the Isle of Man if any of its equity share
capital or other transferable securities carrying voting rights are admitted
to trading on a UK regulated market, a UK multilateral trading facility, or a
stock exchange in the Channel Islands or the Isle of Man. The Takeover Code
therefore applies to the Company as its securities are admitted to trading on
the Main Market, a UK regulated market.

 

The Takeover Code also applies to any company which has its registered office
in the UK, the Channel Islands or the Isle of Man if any of its securities
were admitted to trading on a UK regulated market, a UK multilateral trading
facility, or a stock exchange in the Channel Islands or the Isle of Man at any
time during the previous two years.

 

Accordingly, if the Cancellation is approved by Shareholders at the General
Meeting and becomes effective the Takeover Code will continue to apply to the
Company for a period of two years after the Cancellation, following which the
Takeover Code will cease to apply to the Company.

While the Takeover Code continues to apply to the Company, a mandatory cash
offer will be required to be made if either:

 

·      a person acquires an interest in shares which, when taken
together with the shares in which persons acting in concert with it are
interested, increases the percentage of shares carrying voting rights in which
it is interested to 30% or more; or

 

·      a person, together with persons acting in concert with it, is
interested in shares which in the aggregate carry not less than 30% of the
voting rights of a company but does not hold shares carrying more than 50% of
such voting rights and such person, or any person acting in concert with it,
acquires an interest in any other shares which increases the percentage of
shares carrying voting rights in which it is interested.

 

Brief details of the Panel and the protections afforded by the Takeover Code
(which will cease to apply two years following the Cancellation) are set out
in Part 3 (The Takeover Code) of the Circular.

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