REG - HydrogenOne Cap Gwth - COMPANY UPDATE AND APPOINTMENT OF REDWHEEL

Hydrogen Capital GrowthAnnouncement

Wed 07:02

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RNS Number : 0833T  HydrogenOne Capital Growth PLC  30 July 2025

LEI: 213800PMTT98U879SF45

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN
OR INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA,
JAPAN, ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA OR ANY JURISDICTION IN
WHICH IT WOULD BE UNLAWFUL TO DO SO.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

30 July 2025

 

HydrogenOne Capital Growth plc

('HydrogenOne' or the 'Company')

 

COMPANY UPDATE AND

APPOINTMENT OF REDWHEEL

 

The board of directors of HydrogenOne (the "Board") is pleased to provide the
following Company update. As previously announced, the Board recognised that
the status quo for the Company could not continue and that it had been
considering a wide range of options, with confidential discussions underway
with a number of third parties.

 

As a result of this process, the Board has determined that the best option for
the Company going forward would be to pursue a managed realisation of the
Company's remaining investments ("Managed Realisation"). To facilitate this
process, the Board has determined that it would be in the best interests of
shareholders to terminate the existing arrangements with the current
investment adviser, HydrogenOne Capital LLP, and appoint a new investment
adviser to assist the Company with the Managed Realisation.

 

The Board is therefore pleased to announce that it has appointed RWC Asset
Management LLP ("Redwheel"), part of the Redwheel Group, as investment adviser
to the Company in relation to the proposed Managed Realisation together with
Global Fund Management Services Limited ("GFM"), part of the NSM Funds Group,
as the new alternative investment fund manager ("AIFM").

 

The Board believes that the appointment of Redwheel and GFM is in the best
interests of shareholders as the Company navigates a challenging period ahead.
The Board believes these changes will offer several advantages for
shareholders. These include a reduction in the ongoing management fees (as set
out below), which is helpful from a cashflow perspective, as well as
appointing an investment adviser experienced in public and private market
energy transition investments.

 

Redwheel is an established investment management firm with c.US$18 billion
under management, and is experienced in advising two London-listed investment
trusts with combined net assets in excess of £1.2 billion. Redwheel is a
global organisation with offices in London, Miami, Singapore and Copenhagen
and global sales and servicing coverage with a focus on active management.

 

Net asset value publication and cash position

NAV publication

The Board believes that an independent reassessment of the Company's net asset
value ("NAV") calculation is appropriate and, as such, Redwheel's immediate
priority will be to work with the new AIFM to establish the NAV as at 30 June
2025 with input from an external independent valuation agent (to be appointed)
for approval by the Board. Accordingly, in order to allow sufficient time for
Redwheel and the AIFM to fully assess the Company's current portfolio of
assets, the publication of the 30 June NAV will be delayed beyond the usual
publication end of July 2025. It is currently expected that the 30 June NAV
will be published in mid to late September 2025.

 

Cash position

As set out in the Company's 2024 Annual Report and Accounts to the year end 31
December 2024 published on 30 April 2025, the Company's cash position at 31
March 2025 was £2.3 million, with material uncertainties regarding the
Company's ability to continue as a going concern without a secondary sale of
part of one of the investments in the portfolio. The Board has been focusing
on conserving cash and welcomes the new lower on-going management fee (as set
out below), which is helpful to the Company's cash position in the short-term.
As at 30 June 2025, the Company held cash of approximately £1.6 million.

 

Review of Strategy and options

The Board's decision to recommend a managed realisation of the Company's
portfolio follows consideration of a wide range of potential options,
including to merge with another investment company, the feasibility of raising
further capital for follow-on investments as well as potential for any joint
venture or other arrangements with likely strategic investors, alongside
exploring potential debt options and the sale of an asset. As part of this
exercise, the Board also reviewed the existing investment adviser arrangements
and concluded that a change of investment adviser would be beneficial to the
Company and shareholders. The Board considered a range of investment
management firms and is pleased to have reached agreement with Redwheel to
assist the Company in the proposed Managed Realisation of the Company's
portfolio.

The proposed change of investment policy to that of a managed realisation
strategy is subject to regulatory and shareholder approvals which will be
sought in due course. Accordingly, a circular to shareholders to convene a
general meeting to approve the change in investment policy is expected to be
published in the coming weeks.

 

Terms of Redwheel's appointment

Under the new Investment Adviser Agreement dated 29 July 2025 ("IA Agreement")
Redwheel will be entitled to a fixed annual investment advisory fee of £1
million payable quarterly in arrears. In addition, the Company will pay
Redwheel a fee of 1% of the realisation value of an investment in the event
the disposal value is equal to or greater than the prevailing net asset value
for such investment. In the case of a realisation at a value less than the
prevailing net asset value for such investment, a fee of 0.75% of the
realisation value. In the event that the relevant asset is sold at a premium
to the net asset value, then an additional amount equal to 5% of the premium
at which the asset was sold would be payable. For the avoidance of doubt, any
sale of assets would require approval from the AIFM and the Board.

 

The agreement with Redwheel may be terminated by the Company on 12 months'
written notice such notice not to be given prior to the expiry of the first 12
months, save in certain circumstances specified in the IA Agreement.

 

 

 

Terms of AIFM's appointment

Under the new AIFM agreement dated 29 July 2025 between the Company and the
AIFM, the AIFM is appointed to act as the Company's alternative investment
fund manager for the purposes of the UK AIFM regime. The AIFM is entitled to a
minimum annual fee of £90,000. The AIFM agreement shall continue in force
until terminated by either the AIFM or the Company by giving to the other no
less than six months' prior written notice, such notice not to be given prior
to the expiry of 18 months from the date of the AIFM agreement.

 

Existing AIFM and investment adviser

In accordance with the existing AIFM agreement and investment adviser
agreement, the existing investment adviser's appointment was terminated with
immediate effect without payment in lieu of notice upon termination of the
AIFM agreement.

 

Proposed change of Company name

An application is intended to be made to change the Company's name. A further
announcement will be made pursuant to UKLR 6.4.14(R)(1) in due course.

Simon Hogan, Chair of the Company, commented:

"We are pleased to announce the appointment of an investment adviser of the
calibre and scale of Redwheel to assist us in the proposed managed realisation
of the Company's portfolio. The Hydrogen sector has faced a number of
challenges and whilst it is recognised that there is still opportunity in the
sector, the Company's circumstances, in particular its scale and inability to
make follow-on investments in its portfolio companies, means that a managed
realisation is the most appropriate option for it and shareholders.

Finally, I would like to thank the HydrogenOne Capital team for their
dedication to the Company in the four years since its IPO and for their
efforts in building a substantial portfolio of specialised hydrogen assets,
and to Fundrock in supporting the Company in its role as AIFM since the
Company's IPO."

- Ends -

For further information, please contact:

 

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

 Redwheel Press Enquiries - Montfort                   Tel: +44 (0)20 3514 0897

 Shireen Farhana                                       redwheel@montfort.london

 Shore Capital                                         Tel: +44 (0) 20 7601 6128

 Financial Adviser and Corporate Broker
 Gillian Martin / Anita Ghanekar / Matthew Walton

 Fiona Conroy (Corporate Broking)

 Burson Buchanan - Financial Communications            Tel: +44 (0) 20 7466 5000

 Henry Harrison-Topham, Henry Wilson, Nick Croysdill   HGEN@buchanancomms.co.uk (mailto:HGEN@buchanancomms.co.uk)

This announcement contains inside information for the purposes of Article 7 of
Regulation (EU) No 596/2014, as it forms part of UK domestic law ("MAR"). Upon
publication of this announcement, the inside information is now considered to
be in the public domain for the purposes of MAR. The person responsible for
arranging the release of this announcement on behalf of the Company is Marcos
Castro of Apex Fund Administration Services (UK) Limited, Company Secretary.

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