REG - ITM Power PLC - Result of Meeting and Completion of Capital Raise

ITM PowerAnnouncement

15/11/2021 12:20

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RNS Number : 4044S  ITM Power PLC  15 November 2021

15 November 2021

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES
AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA)
(THE UNITED STATES), AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA,
THE REPUBLIC OF IRELAND OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO
RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.

FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE AN OFFER OF SECURITIES IN ANY JURISDICTION.

ITM Power plc

("ITM Power" or the "Company")

 

Result of General Meeting and Completion of Capital Raise

 

ITM Power plc (AIM: ITM), the energy storage and clean fuel company, is
pleased to announce that its General Meeting held at 10 a.m. on 15 November
2021 at 2 Bessemer Park, Sheffield, South Yorkshire S9 1DZ, was successfully
concluded.

 

All the resolutions put to shareholders were duly passed by way of a poll. The
voting results are below and will also be available on the Company's website
(www.itm-power.com (http://www.itm-power.com/) ).

 

                                                    Votes for      %      Votes          %               Votes             Total votes

                                                                          against                        withheld
 To authorise director to allot ordinary shares     241,070,799    99.95  131,248        0.05            117,343           241,319,390

 To disapply Section 561 of the Companies Act 2006  233,849,870    96.94  7,388,942      3.06            80,641            241,319,453

 

Notes:

(1)   Resolution 1 was an ordinary resolution, requiring more than 50% of
shareholders' votes to be cast in favour of the resolution. Resolution 2 was a
special resolution, requiring at least 75% of shareholders' votes to be cast
in favour of the resolution.

 

(2)   Votes 'For' include those votes giving the Chairman discretion.

 

(3)   The number of ordinary shares in issue on 15 November 2021 was
550,658,155. Shareholders are entitled to one vote per share.

 

(4)   A "vote withheld" is not a vote in law and is not counted in the
calculation proportion of the votes "for" or "against" a resolution.

 

Accordingly, and as set out in the announcement dated 15 October 2021, the
Company now has the requisite authority to complete the Placing and
Subscription raising total gross proceeds of approximately £250 million.

 

Application has been made to the London Stock Exchange for the new ordinary
shares to be admitted to trading on AIM ("Admission").  It is expected that
Admission will take place at 8.00 a.m. on 16 November 2021.

 

Following Admission, the total number of ordinary shares in issue in the
Company will be 613,158,155. The Company holds no shares in treasury, and
therefore the total number of voting rights in the Company will be 613,158,155
following Admission, and this figure may be used by shareholders as the
denominator for the calculations by which they will determine if they are
required to notify their interest in, or a change to their interest in, the
Company under the FCA's Disclosure Guidance and Transparency Rules.

 

Capitalised terms used in this announcement have the meanings given to them in
the proposed accelerated capital raise announcement published by the Company
on 14 October 2021.

 

For further information please visit www.itm-power.com
(http://www.itm-power.com/)  or contact:

 

 ITM Power plc
 James Collins, Investor Relations                 +44 (0)114 551 1205

 Justin Scarborough, Investor Relations            +44 (0)114 551 1080

 Investec Bank plc (Nominated Adviser and Broker)  +44 (0)20 7597 5970
 Jeremy Ellis / Chris Sim / Ben Griffiths

 Tavistock (Financial PR and IR)                   +44 (0)20 7920 3150
 Simon Hudson / David Cracknell / Tim Pearson

 

About ITM Power plc:

ITM Power manufactures integrated hydrogen energy solutions for grid
balancing, energy storage and the production of renewable hydrogen for
transport, renewable heat and chemicals. ITM Power plc was admitted to the AIM
market of the London Stock Exchange in 2004. In October 2019, the Company
announced the completion of a £58.8m fundraising, including an investment by
Linde of £38m, together with the formation of a joint venture to deliver
renewable hydrogen to large-scale industrial projects worldwide. In November
2020, ITM Power completed a £172m fundraising, including a £30m investment
by Snam, one of the world's leading energy infrastructure operators. In
January 2021, the Company received an order for the world's then largest PEM
electrolyser of 24MW from Linde. In October 2021, the Company, with Linde,
announced the deployment of a 100MW electrolyser at Shell's Rhineland
refinery, following the start-up of an initial 10MW facility at the site.

 

ITM Power operates from the world's largest electrolyser factory in Sheffield
with a capacity of 1GW (1,000MW) per annum, with the announced intention to
build a second UK Gigafactory in Sheffield with a capacity of 1.5GW expected
to be fully operational by the end of 2023. The Group's first international
facility, expected to have a capacity of 2.5GW per annum, is intended to be
operational by the end of 2024, bringing total Group capacity to 5GW per
annum. Customers and partners include Sumitomo, Ørsted, Phillips 66, Scottish
Power, Siemens Gamesa, Cadent, Northern Gas Networks, Gasunie, RWE, Engie,
GNVert, National Express, Toyota, Hyundai and Anglo American among others.

 

IMPORTANT NOTICES

 

Investec Bank is authorised by the Prudential Regulation Authority (the "PRA")
and regulated in the United Kingdom by the Financial Conduct Authority (the
"FCA") and the PRA. Investec Europe Limited (trading as Investec Europe)
("Investec Europe"), acting as agent on behalf of Investec Bank in certain
jurisdictions in the EEA is regulated in Ireland by the Central Bank of
Ireland. Investec is acting solely for the Company and no-one else in
connection with the Placing and the transactions and arrangements described in
this Announcement and will not regard any other person (whether or not a
recipient of this Announcement) as a client in relation to the Placing or the
transactions and arrangements described in this Announcement. Investec is not
responsible to anyone other than the Company for providing the protections
afforded to clients of Investec nor for providing advice in connection with
the contents of this Announcement, the Placing or the transactions and
arrangements described herein.

 

BofA Securities is authorised by the PRA and regulated in the United Kingdom
by the FCA and the PRA. BofA Securities is acting solely for the Company and
no-one else in connection with the Placing and the transactions and
arrangements described in this Announcement and will not regard any other
person (whether or not a recipient of this Announcement) as a client in
relation to the Placing or the transactions and arrangements described in this
Announcement. BofA Securities is not responsible to anyone other than the
Company for providing the protections afforded to clients of BofA Securities
nor for providing advice in connection with the contents of this Announcement,
the Placing or the transactions and arrangements described herein.

 

This announcement has been issued by and is the sole responsibility of the
Company. 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 either of the Banks or by any of their respective affiliates,
directors, employees, advisers or agents as to, or in relation to, the
accuracy or completeness of this announcement or any other written or oral
information made available to any interested party or its advisers, and any
liability therefore is expressly disclaimed.

Neither this Announcement nor any copy of it, nor the information contained in
it, is for publication, release, transmission distribution or forwarding, in
whole or in part, directly or indirectly, in or into the United States,
Australia, Japan or the Republic of South Africa or any other jurisdiction in
which publication, release or distribution would be unlawful (or to any
persons in any of those jurisdictions), subject to certain limited exceptions.
Any failure to comply with these restrictions may constitute a violation of
the securities laws of such jurisdictions.

 

Certain statements contained in this announcement are, or may be deemed to be,
"forward-looking statements". Without limitation, any statements preceded or
followed by or that include the words ''targets'', ''plans'', ''believes'',
''expects'', ''aims'', ''intends'', ''anticipates'', ''estimates'',
''projects'', ''will'', ''may'', "would", "could" or "should", or words or
terms of similar substance or the negative thereof, are forward-looking
statements. Forward-looking statements are prospective in nature and are not
based on historical facts, but rather on current expectations and projections
of the management of the Company about future events, and are therefore
subject to risks and uncertainties that could significantly affect expected
results and are based on certain key assumptions. Many factors could cause
actual results, performance or achievements to differ materially from those
projected or implied in any forward-looking statements.  Due to such
uncertainties and risks, readers are cautioned not to place undue reliance on
such forward-looking statements, which speak only as of the date hereof.

 

The new ordinary shares to be issued or sold pursuant to the Placing and
Subscription will not be admitted to trading on any stock exchange other than
AIM.

 

Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
Announcement.

 

-ends-

 

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