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Result of Placing and Subscription

In brief · summary, not quotable

CPH2 raises £6.1m gross through placing and subscription of 81.4m shares at 7.5p per share.

  • Gross proceeds £6.1 million
  • Issue price per share 7.5 pence
  • Number of new shares 81,398,156
  • Percentage of existing shares 22.9%
  • Enlarged issued share capital post-admission 355,082,283 shares
Full announcement

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CPH2, the UK-based green hydrogen technology and manufacturing company that has developed the IP-protected Membrane-Free Electrolyser ("MFE"), is pleased to announce that, further to the Company's announcement released at 4.35 p.m. on 18 December 2024 (the "Launch Announcement"), the accelerated bookbuild has closed and the Company has conditionally raised gross proceeds of £6.1 million through the successful placing of, and subscription for, a total of 81,398,156 New Shares, in each case at the Issue Price of 7.5 pence per Ordinary Share.

Cavendish Capital Markets Limited ("Cavendish") acted as nominated adviser, broker and bookrunner in respect of the Placing.

The Placing Shares and Subscription Shares represent, in aggregate, 22.9 per cent. of the Company's Existing Ordinary Shares.

The Placing and the issue of the New Shares are conditional upon, amongst other things:

  • the passing of the Resolutions without amendment to be proposed at the General Meeting;
  • Admission taking place by no later than 8.00 a.m. on 9 January 2025 (or such later date as Cavendish may agree in writing with the Company, being not later than 8.00 a.m. on 23 January 2025).

Director Participation

A total of 7,432,510 Subscription Shares are being issued to Directors of the Company and its subsidiaries and current and former members of the management team. The following Directors and persons discharging managerial responsibilities of the Company have participated in the Subscription:

Name of DirectorNumber of new Ordinary Shares acquiredTotal Ordinary Shares following the FundraisingTotal interest in the enlarged issued share capital 1,2
Chris Train133,333181,8170.05
Jon Duffy133,3338,623,0842.43
James Hobson26,66661,6660.02
Natalie Fortescue26,66651,6660.01
Rick Smith133,333158,3330.04
Paul Cassidy40,00040,0000.01
  • Assuming full take up of the Retail Offer 2. On the assumption that no new Ordinary Shares are issued pursuant to the exercise of any employee share incentives or options between the date of this Announcement and Admission.

In order to facilitate their participation in the Subscription, Jon Duffy, CEO, and James Hobson, CFO, have voluntarily withdrawn from the Company's HMRC-compliant 'Save as You Earn' scheme and have forfeited all options granted in accordance with the relevant Scheme.

Admission & Total Voting Rights

Application will be made to the London Stock Exchange for the New Shares to be issued pursuant to the Fundraising to be admitted to trading on AIM. It is expected that Admission will become effective, and that dealings in the New Shares will commence on AIM, at 8.00 a.m. on 9 January 2025, on which date it is also expected that the New Shares will be enabled for settlement in CREST. The Enlarged Issued Share Capital, as increased by the New Shares, immediately following Admission (assuming full take up under the Retail Offer and excluding any issues of shares pursuant to the exercise of any employee share incentives or options between the date of this Announcement and Admission) will be 355,082,283 Ordinary Shares.

The New Shares, when issued, will be issued and credited as fully paid and will rank in full for all dividends and other distributions declared, made or paid after the admission of those Ordinary Shares and will otherwise rank on Admission pari passu in all respects with each other and with the Existing Ordinary Shares.

Posting of Circular and General Meeting

The Fundraising is conditional on obtaining approval of the Shareholders at a General Meeting of the Company, expected to held at Apex Office Space, 1 Water Vole Way, Doncaster DN4 5JP at 11:00 a.m. on 8 January 2025. A Circular containing a notice of General Meeting will be published shortly and notified to Shareholders in due course. The Circular and notice of General Meeting, once published, will be made available on the Company's website at www.cph2.com.

Timetable

The expected timetable regarding the proposed Fundraising is set out below.

The times and dates set out below, and mentioned throughout this Announcement, are subject to change, and may be adjusted by the Company in consultation with Cavendish. The timetable below also assumes that the Resolutions are passed at the General Meeting without adjournment. In the event of any significant changes from the expected timetable below, details of the new times and dates will be notified to Shareholders by an announcement on a Regulatory Information Service.

Announcement of the Fundraising18 December 2024
Announcement of the results of the Placing and Subscription19 December 2024
Posting of the Circular and the Notice of General Meeting20 December 2024
Announcement of the results of the Retail Offer23 December 2024
Latest time and date for receipt of Form of Proxy or CREST proxy appointment for the General Meeting11.00 a.m. on 6 January 2025
Voting record date5.00 p.m. on 7 January 2025
General Meeting11.00 a.m. 8 January 2025
Announcement of result of General Meeting8 January 2025
Admission and commencement of dealings in the New Shares expected to commence on AIM8.00 a.m. on 9 January 2025
CREST accounts credited in respect of the New Shares to be held in uncertificated form9 January 2025
Expected date for dispatch of definitive share certificates for New Shares to be held in certificated formWithin 10 Business Days of Admission

Notes: 1. Each of the times and dates in the above timetable, and shown elsewhere in this document, are indicative only and if any of the details contained in the timetable above should change, the revised times and dates will be notified to Shareholders by means of an announcement through a Regulatory Information Service. 2. All of the above times refer to London time unless otherwise stated. 3. All events listed in the above timetable following the announcement of the results of the General Meeting are conditional on the passing of the Resolutions at the General Meeting.

Jon Duffy, CEO of CPH2 commented:

"We are pleased to have secured this additional funding, which will allow us to further progress and enter into the next phase of CPH2's development, targeting the full commercialisation of our flagship MFE220 unit and the generation of first revenues in 2025. The successful Factory Acceptance Test of the MFE110 unit in September marked a significant milestone, confirming the first customer acceptance and validation of our scaled electrolyser technology. This reinforces our confidence in the potential of our unique technology as a leading solution for the green hydrogen industry. I'd like to thank all of our investors, both new and existing, for their ongoing support, and we look forward to sharing more updates on our progress in the near future."

1Details of the person discharging managerial responsibilities
a)NameJon Duffy
2Reason for the notification
a)Position/statusChief Executive Officer
b)Initial notification/amendmentInitial notification
a)NameClean Power Hydrogen plc
b)LEI9845009D2AB08E5BF491
a)Description of the financial instrument, type of instrument Identification codeOrdinary shares of 1 pence each GB00BP371R64
b)Nature of the transactionConditional agreement to subscribe for ordinary shares of 1 pence each
c)Price(s) and volume(s)
PriceVolume
7.5 p133,333
d)Aggregated information - Aggregated volume - Pricen/a
e)Date of the transaction18 December 2024
f)Place of the transactionLondon Stock Exchange, AIM
1Details of the person discharging managerial responsibilities
a)NameChristopher Train
2Reason for the notification
a)Position/statusChairman
b)Initial notification/amendmentInitial notification
a)NameClean Power Hydrogen plc
b)LEI9845009D2AB08E5BF491
a)Description of the financial instrument, type of instrument Identification codeOrdinary shares of 1 pence each GB00BP371R64
b)Nature of the transactionConditional agreement to subscribe for ordinary shares of 1 pence each
c)Price(s) and volume(s)
PriceVolume
7.5 p133,333
d)Aggregated information - Aggregated volume - Pricen/a
e)Date of the transaction18 December 2024
f)Place of the transactionLondon Stock Exchange, AIM
1Details of the person discharging managerial responsibilities
a)NameJames Hobson
2Reason for the notification
a)Position/statusChief Financial Officer
b)Initial notification/amendmentInitial notification
a)NameClean Power Hydrogen plc
b)LEI9845009D2AB08E5BF491
a)Description of the financial instrument, type of instrument Identification codeOrdinary shares of 1 pence each GB00BP371R64
b)Nature of the transactionConditional agreement to subscribe for ordinary shares of 1 pence each
c)Price(s) and volume(s)
PriceVolume
7.5 p26,666
d)Aggregated information - Aggregated volume - Pricen/a
e)Date of the transaction18 December 2024
f)Place of the transactionLondon Stock Exchange, AIM
1Details of the person discharging managerial responsibilities
a)NameNatalie Fortescue
2Reason for the notification
a)Position/statusNon-Executive Director
b)Initial notification/amendmentInitial notification
a)NameClean Power Hydrogen plc
b)LEI9845009D2AB08E5BF491
a)Description of the financial instrument, type of instrument Identification codeOrdinary shares of 1 pence each GB00BP371R64
b)Nature of the transactionConditional agreement to subscribe for ordinary shares of 1 pence each
c)Price(s) and volume(s)
PriceVolume
7.5 p26,666
d)Aggregated information - Aggregated volume - Pricen/a
e)Date of the transaction18 December 2024
f)Place of the transactionLondon Stock Exchange, AIM
1Details of the person discharging managerial responsibilities
a)NameRick Smith
2Reason for the notification
a)Position/statusNon-Executive Director
b)Initial notification/amendmentInitial notification
a)NameClean Power Hydrogen plc
b)LEI9845009D2AB08E5BF491
a)Description of the financial instrument, type of instrument Identification codeOrdinary shares of 1 pence each GB00BP371R64
b)Nature of the transactionConditional agreement to subscribe for ordinary shares of 1 pence each
c)Price(s) and volume(s)
PriceVolume
7.5 p133,333
d)Aggregated information - Aggregated volume - Pricen/a
e)Date of the transaction18 December 2024
f)Place of the transactionLondon Stock Exchange, AIM
1Details of the person discharging managerial responsibilities
a)NamePaul Cassidy
2Reason for the notification
a)Position/statusChief Technical Officer
b)Initial notification/amendmentInitial notification
a)NameClean Power Hydrogen plc
b)LEI9845009D2AB08E5BF491
a)Description of the financial instrument, type of instrument Identification codeOrdinary shares of 1 pence each GB00BP371R64
b)Nature of the transactionConditional agreement to subscribe for ordinary shares of 1 pence each
c)Price(s) and volume(s)
PriceVolume
7.5 p40,000
d)Aggregated information - Aggregated volume - Pricen/a
e)Date of the transaction18 December 2024
f)Place of the transactionLondon Stock Exchange, AIM

Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.

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