Result of Placing and Subscription
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
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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 / PDMR | Number of new Ordinary Shares acquired | Total Ordinary Shares following the Fundraising | Total interest in the enlarged issued share capital 1,2 |
|---|---|---|---|
| Chris Train | 200,000 | 381,817 | 0.08 |
| Jon Duffy | 200,000 | 8,823,084 | 1.77 |
| James Hobson | 100,000 | 161,666 | 0.03 |
| Natalie Fortescue | 100,000 | 151,666 | 0.03 |
| Richard Scott | 500,000 | 500,000 | 0.10 |
- 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 Fundraising | 28 August 2025 |
| Posting of the Circular and the Notice of General Meeting | 29 August 2025 |
| Retail Offer opened | 5:00 p.m. on 28 August 2025 |
| Retail Offer closes | 4:30 p.m. on 3 September 2025 |
| Announcement of the results of the Retail Offer | 4 September 2025 |
| Latest time and date for receipt of Forms of Proxy or electronic proxy appointments for use at the General Meeting | 11:00 a.m. on 16 September 2025 |
| Voting record date | 5.00 p.m. on 17 September 2025 |
| General Meeting | 11:00 a.m. (local time) on 18 September 2025 |
| Announcement of the results of the General Meeting | 18 September 2025 |
| First Admission of the EIS/VCT Shares to trading on AIM and commencement of dealings | 19 September 2025 |
| CREST Members' accounts credited in respect of the EIS/VCT Shares in uncertificated form | 19 September 2025 |
| Second Admission of the Non-EIS/VCT Shares to trading on AIM and commencement of dealings | 22 September 2025 |
| CREST Members' accounts credited in respect of the Non-EIS/VCT Shares in uncertificated form | 22 September 2025 |
| Expected despatch of definitive share certificates for the following New Ordinary Shares in certificated form | within 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.
| 1 | Details of the person discharging managerial responsibilities | |||||
| a) | Name | Jon Duffy | ||||
| 2 | Reason for the notification | |||||
| a) | Position/status | Chief Executive Officer | ||||
| b) | Initial notification/amendment | Initial notification | ||||
| a) | Name | Clean Power Hydrogen plc | ||||
| b) | LEI | 9845009D2AB08E5BF491 | ||||
| a) | Description of the financial instrument, type of instrument Identification code | Ordinary shares of 1 pence each GB00BP371R64 | ||||
| b) | Nature of the transaction | Conditional agreement to subscribe for ordinary shares of 1 pence each | ||||
| c) | Price(s) and volume(s) |
| ||||
| d) | Aggregated information - Aggregated volume - Price | n/a | ||||
| e) | Date of the transaction | 28 August 2025 | ||||
| f) | Place of the transaction | London Stock Exchange, AIM | ||||
| 1 | Details of the person discharging managerial responsibilities | |||||
| a) | Name | Christopher Train | ||||
| 2 | Reason for the notification | |||||
| a) | Position/status | Chairman | ||||
| b) | Initial notification/amendment | Initial notification | ||||
| a) | Name | Clean Power Hydrogen plc | ||||
| b) | LEI | 9845009D2AB08E5BF491 | ||||
| a) | Description of the financial instrument, type of instrument Identification code | Ordinary shares of 1 pence each GB00BP371R64 | ||||
| b) | Nature of the transaction | Conditional agreement to subscribe for ordinary shares of 1 pence each | ||||
| c) | Price(s) and volume(s) |
| ||||
| d) | Aggregated information - Aggregated volume - Price | n/a | ||||
| e) | Date of the transaction | 28 August 2025 | ||||
| f) | Place of the transaction | London Stock Exchange, AIM | ||||
| 1 | Details of the person discharging managerial responsibilities | |||||
| a) | Name | James Hobson | ||||
| 2 | Reason for the notification | |||||
| a) | Position/status | Chief Financial Officer | ||||
| b) | Initial notification/amendment | Initial notification | ||||
| a) | Name | Clean Power Hydrogen plc | ||||
| b) | LEI | 9845009D2AB08E5BF491 | ||||
| a) | Description of the financial instrument, type of instrument Identification code | Ordinary shares of 1 pence each GB00BP371R64 | ||||
| b) | Nature of the transaction | Conditional agreement to subscribe for ordinary shares of 1 pence each | ||||
| c) | Price(s) and volume(s) |
| ||||
| d) | Aggregated information - Aggregated volume - Price | n/a | ||||
| e) | Date of the transaction | 28 August 2025 | ||||
| f) | Place of the transaction | London Stock Exchange, AIM | ||||
| 1 | Details of the person discharging managerial responsibilities | |||||
| a) | Name | Natalie Fortescue | ||||
| 2 | Reason for the notification | |||||
| a) | Position/status | Non-Executive Director | ||||
| b) | Initial notification/amendment | Initial notification | ||||
| a) | Name | Clean Power Hydrogen plc | ||||
| b) | LEI | 9845009D2AB08E5BF491 | ||||
| a) | Description of the financial instrument, type of instrument Identification code | Ordinary shares of 1 pence each GB00BP371R64 | ||||
| b) | Nature of the transaction | Conditional agreement to subscribe for ordinary shares of 1 pence each | ||||
| c) | Price(s) and volume(s) |
| ||||
| d) | Aggregated information - Aggregated volume - Price | n/a | ||||
| e) | Date of the transaction | 28 August 2025 | ||||
| f) | Place of the transaction | London Stock Exchange, AIM | ||||
| 1 | Details of the person discharging managerial responsibilities | |||||
| a) | Name | Richard Scott | ||||
| 2 | Reason for the notification | |||||
| a) | Position/status | Chief Commercial Officer | ||||
| b) | Initial notification/amendment | Initial notification | ||||
| a) | Name | Clean Power Hydrogen plc | ||||
| b) | LEI | 9845009D2AB08E5BF491 | ||||
| a) | Description of the financial instrument, type of instrument Identification code | Ordinary shares of 1 pence each GB00BP371R64 | ||||
| b) | Nature of the transaction | Conditional agreement to subscribe for ordinary shares of 1 pence each | ||||
| c) | Price(s) and volume(s) |
| ||||
| d) | Aggregated information - Aggregated volume - Price | n/a | ||||
| e) | Date of the transaction | 28 August 2025 | ||||
| f) | Place of the transaction | London Stock Exchange, AIM |
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