REG - Powerhouse Energy Gp - Result of General Meeting and TVR

Powerhouse EnergyAnnouncement

14/05/2026 13:00

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RNS Number : 3906E  Powerhouse Energy Group PLC  14 May 2026

Unless otherwise defined, definitions contained in this announcement have the
same meanings given to them the Company's announcement of 23 April 2026.

14 May 2026

Powerhouse Energy Group plc

("Powerhouse" or the "Company")

Result of General Meeting and TVR

Powerhouse Energy Group plc (AIM: PHE), a UK company pioneering integrated
technology that converts non-recyclable waste into low carbon energy,
alongside its revenue generating engineering consulting subsidiary
("Engsolve"), announces that all of the Resolutions at the General Meeting
earlier today were duly passed by way of a poll. Resolutions 1 and 2 were
passed as ordinary resolutions and Resolution 3 was passed as a special
resolution. The voting results are set out below.

Completion of the Placing and Retail Offer

As a result of the Resolutions being passed, the Placing of 200,000,000
Placing Shares to raise gross proceeds of £400,000 for the Company (before
fees and expenses), has now completed, subject to Admission of the Placing
Shares to trading on AIM.

In addition, the Retail Offer of 125,000,000 Retail Offer Shares to raise
gross proceeds of £250,000 for the Company (before fees and expenses), has
now completed, subject to Admission of the Retail Offer Shares to trading on
AIM.

As previously announced, the net funds raised from the Placing and the Retail
Offer provides the Company with a cash runway to undertake planned activities
well into Q1 2027.

Completion of the Capital Reorganisation

As set out in the Circular and following the passing of the Resolutions, the
Capital Reorganisation will take effect to facilitate the issuance and
Admission of the New Ordinary Shares to be issued pursuant to the Placing and
Retail Offer. Under the Capital Reorganisation, each Existing Ordinary Share
of 0.5 pence nominal value will be subdivided and reclassified into one New
Ordinary Share of 0.01 pence and one New Deferred Share of 0.49 pence each.

Admission and Total Voting Rights

It is expected that Admission of the 4,471,654,741 New Ordinary Shares, the
200,000,000 Placing Shares and the 125,000,000 Retail Offer Shares will become
effective and dealings will commence on AIM at 8.00 a.m. on or around 18 May
2026.

The Placing Shares and Retail Offer Shares will be issued fully paid and will
rank pari passu in all respects with the Company's other New Ordinary Shares.

Following Admission, the total number of Ordinary Shares in the capital of the
Company in issue will be 4,796,654,741, all with voting rights. 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's share capital pursuant to the
Financial Conduct Authority's Disclosure Guidance and Transparency Rules.

Voting Results from the General Meeting

 Resolution*                                                                    Votes for           Votes against        Total votes  Withheld votes

                                                                                                                         cast
                                                                                Number       %      Number      %        Number       Number
 1.   To authorise the Directors to allot equity securities up to £143,900      376,361,410  95.6%  17,339,289  4.4%     393,700,699  28,912,551
 nominal if Resolution 2 passes until the 2027 AGM.
 2.   To authorise the sub-division of each Ordinary Share of 0.5 pence into    376,988,072  92.6%  30,182,965  7.4%     407,171,037  15,442,213
 one Ordinary Share of 0.01 pence and one Deferred Share of 0.49 pence.
 3.   That, subject to and conditional on the passing of Resolution 1, the      348,814,557  87.1%  51,480,519  12.9%    400,295,076  22,318,174
 Directors be authorised to allot equity securities for cash, pursuant to the
 authority conferred by Resolution 1 until the 2027 AGM.

 

*For the purposes of this announcement the description of each Resolution has
been summarised. Full details of the Resolutions can be found in the Circular
posted on the Company's website entitled Notice of 14 May 2026 GM.

For more information, please visit www.phegroup.com (http://www.phegroup.com)
or contact:

 

 Powerhouse Energy Group plc
 Paul Emmitt, CEO                                                            Via Tavistock below
 Ben Brier, CFO

 Strand Hanson Limited (Nominated & Financial Adviser and Joint Broker)      +44 (0) 207 409 3494
 Ritchie Balmer / Rob Patrick / Edward Foulkes

 Turner Pope Investments (TPI) Limited (Placing Agent)                       +44 (0) 203 657 0050

 Andrew Thacker / Guy McDougall

 Longspur Capital Limited (Financial Adviser & Joint Broker)                 +44 (0) 203 940 6608
 Adam Robertson

 Tavistock (Financial PR)                                                    +44 (0) 207 920 3150
 Simon Hudson / Nick Elwes / Saskia Sizen                                    powerhouse@tavistock.co.uk (mailto:powerhouse@tavistock.co.uk)

 

About Powerhouse Energy Group plc

Powerhouse Energy has developed a process technology which can utilise waste
plastic, end-of-life-tyres, and other waste streams to convert them
efficiently and economically into syngas from which valuable products such as
chemical precursors, hydrogen, electricity, heat and other industrial products
may be derived. PHE's process produces low levels of safe residues and
requires a small operating footprint, making it suitable for deployment at
enterprise and community level.

Powerhouse also incorporates Engsolve Ltd, which is a revenue generating
business offering Engineering Services across all sectors, with speciality
services in the development of new technologies and clean energy.

Important Notices

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 (including its territories and possessions,
any state of the United States and the District of Columbia (the "United
States" or "US")), Australia, Canada, Japan, the Republic of South Africa, any
member state of the EEA or any other jurisdiction where to do so might
constitute a violation of the relevant laws or regulations of such
jurisdiction.

The Retail Offer Shares have not been and will not be registered under the US
Securities Act of 1933, as amended (the "US Securities Act") or under the
applicable state securities laws of the United States and may not be offered
or sold directly or indirectly in or into the United States or to or for the
account or benefit of any US person (within the meaning of Regulation S under
the US Securities Act) (a "US Person"). No public offering of the Retail
Offer Shares is being made in the United States. The Retail Offer Shares are
being offered and sold outside the United States in "offshore transactions",
as defined in, and in compliance with, Regulation S under the US Securities
Act. In addition, the Company has not been, and will not be, registered under
the US Investment Company Act of 1940, as amended.

This announcement does not constitute an offer to sell or issue or a
solicitation of an offer to buy or subscribe for Retail Offer Shares in the
United States, Australia, Canada, New Zealand, Japan, the Republic of South
Africa, any member state of the EEA or any other jurisdiction in which such
offer or solicitation is or may be unlawful. No public offer of the securities
referred to herein is being made 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.

Turner Pope, which is authorised and regulated in the United Kingdom by the
Financial Conduct Authority, is acting exclusively for the Company and for
no-one else and will not regard any other person (whether or not a recipient
of this announcement) as its client in relation to the Retail Offer and will
not be responsible to anyone other than the Company for providing the
protections afforded to its clients, nor for providing advice in connection
with the Retail Offer, Admission and the other arrangements referred to in
this announcement.

The value of Ordinary Shares and the income from them is not guaranteed and
can fall as well as rise due to stock market and currency movements. When you
sell your investment, you may get back less than you originally invested.
Figures refer to past performance and past performance is not a reliable
indicator of future results. Returns may increase or decrease as a result of
currency fluctuations.

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", "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 Company'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.

These forward-looking statements speak only as at the date of this
announcement and cannot be relied upon as a guide to future performance. Each
of the Company and Turner Pope expressly disclaims any obligation or
undertaking to update or revise any forward-looking statements contained
herein to reflect actual results or any change in the assumptions, conditions
or circumstances on which any such statements are based unless required to do
so by the Financial Conduct Authority, the London Stock Exchange or applicable
law.

The information in this announcement is for background purposes only and does
not purport to be full or complete. Turner Pope or any of its affiliates,
accepts any responsibility or liability whatsoever for, or makes any
representation or warranty, express or implied, as to this announcement,
including the truth, accuracy or completeness of the information in this
announcement (or whether any information has been omitted from the
announcement) or any other information relating to the Company or associated
companies, whether written, oral or in a visual or electronic form, and
howsoever transmitted or made available or for any loss howsoever arising from
any use of the announcement or its contents or otherwise arising in connection
therewith. Turner Pope and its affiliates, accordingly disclaims all and any
liability whether arising in tort, contract or otherwise which it might
otherwise be found to have in respect of this announcement or its contents or
otherwise arising in connection therewith.

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

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.
The Retail Offer Shares to be issued or sold pursuant to the Retail Offer will
not be admitted to trading on any stock exchange other than the London Stock
Exchange.

UK Product Governance Requirements

Solely for the purposes of the product governance requirements of Chapter 3 of
the FCA Handbook Product Intervention and Product Governance Sourcebook (the
"UK MiFIR Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the UK MiFIR Product Governance
Requirements) may otherwise have with respect thereto, the Retail Offer Shares
have been subject to a product approval process, which has determined that the
Retail Offer Shares are: (i) compatible with an end target market of retail
investors and investors who meet the criteria of professional clients and
eligible counterparties, each as defined in paragraphs 3.5 and 3.6 of COBS;
and (ii) eligible for distribution through all permitted distribution channels
(the "Target Market Assessment"). Notwithstanding the Target Market
Assessment, distributors should note that: the price of the Retail Offer
Shares may decline and investors could lose all or part of their investment;
the Retail Offer Shares offer no guaranteed income and no capital protection;
and an investment in the Retail Offer Shares is compatible only with investors
who do not need a guaranteed income or capital protection, who (either alone
or in conjunction with an appropriate financial or other adviser) are capable
of evaluating the merits and risks of such an investment and who have
sufficient resources to be able to bear any losses that may result therefrom.
The Target Market Assessment is without prejudice to any contractual, legal or
regulatory selling restrictions in relation to the Retail Offer.

For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of
Chapters 9A or 10A respectively of COBS; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take any other
action whatsoever with respect to the Retail Offer Shares. Each distributor is
responsible for undertaking its own target market assessment in respect of the
Retail Offer Shares and determining appropriate distribution channels.

EU Product Governance Requirements

Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; and (c) local implementing measures
(together, the "MiFID II Product Governance Requirements"), and disclaiming
all and any liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the Retail Offer Shares
have been subject to a product approval process, which has determined that the
Retail Offer Shares are: (i) compatible with an end target market of retail
investors and investors who meet the criteria of professional clients and
eligible counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(the "EU Target Market Assessment"). Notwithstanding the EU Target Market
Assessment, distributors should note that: the price of the Retail Offer
Shares may decline and investors could lose all or part of their investment;
the Retail Offer Shares offer no guaranteed income and no capital protection;
and an investment in the Retail Offer Shares is compatible only with investors
who do not need a guaranteed income or capital protection, who (either alone
or in conjunction with an appropriate financial or other adviser) are capable
of evaluating the merits and risks of such an investment and who have
sufficient resources to be able to bear any losses that may result therefrom.
The EU Target Market Assessment is without prejudice to the requirements of
any contractual, legal or regulatory selling restrictions in relation to the
Retail Offer.

For the avoidance of doubt, the EU Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of MiFID II; or (b) a recommendation to any investor or group of
investors to invest in, or purchase or take any other action whatsoever with
respect to the Retail Offer Shares. Each distributor is responsible for
undertaking its own target market assessment in respect of the Retail Offer
Shares and determining appropriate distribution channels.

 

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