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Result of Placing and Subscription

In brief · summary, not quotable

CPH2 raises £7.0m through placing and subscription of 140m shares at 5p per share.

  • Gross proceeds £7.0 million
  • Issue price per share 5 pence
  • New shares issued 140,033,580
  • Dilution to existing shareholders 39.5%
  • Enlarged issued share capital post-Retail Offer 500,457,768 ordinary 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 7.00 a.m. on 28 August 2025 (the "Launch Announcement"), the accelerated bookbuild has closed and the Company has conditionally raised gross proceeds of approximately £7.0 million through the successful placing of, and subscription for, a total of 140,033,580 New Shares, in each case at the Issue Price of 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, 39.5 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; and
  • the Placing Agreement having become unconditional (save for Admission) and not having been terminated in accordance with its terms prior to First Admission and/or Second Admission, as appropriate).

Director Participation

A total of 1,140,000 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 Director / PDMRNumber of new Ordinary Shares acquiredTotal Ordinary Shares following the FundraisingTotal interest in the enlarged issued share capital 1,2
Chris Train200,000381,8170.08
Jon Duffy200,0008,823,0841.77
James Hobson100,000161,6660.03
Natalie Fortescue100,000151,6660.03
Richard Scott500,000500,0000.10
  • 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.

Rick Smith, Non-Executive Director, has also confirmed his intention to subscribe for 100,000 New Shares pursuant to the Retail Offer. A further announcement will be made in due course.

Admission & Total Voting Rights

Applications will be made to the London Stock Exchange for each admission of the New Shares to trading on AIM.

Subject to the Resolutions being passed at the General Meeting, it is expected that:

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 each Admission pari passu in all respects with each other and with the existing Ordinary Shares in the capital of the Company (the "Existing Ordinary Shares") including the right to receive all dividends and other distributions declared, made or paid in respect of such New Shares after the date of their admission to trading on AIM.

The Enlarged Issued Share Capital, as increased by the New Shares, immediately following Second 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 500,457,768 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 the offices of K&L Gates, One New Change, London EC4M 9AF at 11:00 a.m. on 18 September 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 Fundraising28 August 2025
Posting of the Circular and the Notice of General Meeting29 August 2025
Retail Offer opened5:00 p.m. on 28 August 2025
Retail Offer closes4:30 p.m. on 3 September 2025
Announcement of the results of the Retail Offer4 September 2025
Latest time and date for receipt of Forms of Proxy or electronic proxy appointments for use at the General Meeting11:00 a.m. on 16 September 2025
Voting record date5.00 p.m. on 17 September 2025
General Meeting11:00 a.m. (local time) on 18 September 2025
Announcement of the results of the General Meeting18 September 2025
First Admission of the EIS/VCT Shares to trading on AIM and commencement of dealings19 September 2025
CREST Members' accounts credited in respect of the EIS/VCT Shares in uncertificated form19 September 2025
Second Admission of the Non-EIS/VCT Shares to trading on AIM and commencement of dealings22 September 2025
CREST Members' accounts credited in respect of the Non-EIS/VCT Shares in uncertificated form22 September 2025
Expected despatch of definitive share certificates for the following New Ordinary Shares in certificated formwithin 10 business days of each Admission

Notes:

  • 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.
  • All of the above times refer to London time unless otherwise stated.
  • 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.

Notice of Results

The Company will announce its interim results for the six months ended 30 June 2025 on 30 September 2025.

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
5p200,000
d)Aggregated information - Aggregated volume - Pricen/a
e)Date of the transaction28 August 2025
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
5 p200,000
d)Aggregated information - Aggregated volume - Pricen/a
e)Date of the transaction28 August 2025
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
5 p100,000
d)Aggregated information - Aggregated volume - Pricen/a
e)Date of the transaction28 August 2025
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
5 p100,000
d)Aggregated information - Aggregated volume - Pricen/a
e)Date of the transaction28 August 2025
f)Place of the transactionLondon Stock Exchange, AIM
1Details of the person discharging managerial responsibilities
a)NameRichard Scott
2Reason for the notification
a)Position/statusChief Commercial 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
5p500,000
d)Aggregated information - Aggregated volume - Pricen/a
e)Date of the transaction28 August 2025
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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