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Retail Offer to Raise up to £300,000

In brief · summary, not quotable

Retail offer to raise up to £300,000 at 5p per share, alongside £7.0m placing and subscription.

  • Retail Offer proceeds up to £300,000
  • Placing and Subscription proceeds £7.0 million
  • Issue Price per share 5 pence
  • Retail Offer Shares available up to 6,000,000
  • Discount to closing price approximately 2%
  • Closing mid-market price (27 August 2025) 5.1 pence
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 a retail offer via BookBuild (the "Retail Offer") through the issue of new ordinary shares of £0.01 each in the capital of the Company ("Ordinary Shares"). Under the Retail Offer up to 6,000,000 new Ordinary Shares (the "Retail Offer Shares") will be made available at a price of 5 pence per Retail Offer Share (the "Issue Price").

In addition to the Retail Offer and, as announced earlier today, the Company proposes to raise gross proceeds of £7.0 million through a conditional placing of and intended subscription for new Ordinary Shares (together with the Retail Offer, the "Fundraising") at the Issue Price. For the avoidance of doubt, the Retail Offer is not part of the Placing or Subscription.

The Issue Price represents a discount of approximately 2 per cent. to the closing mid-market price of 5.1 pence per Ordinary Share on 27 August 2025, being the last trading day immediately preceding the date of this Announcement.

A separate announcement has been made regarding the Placing and Subscription and their terms and sets out the reasons for the Placing and Subscription and use of proceeds. The proceeds of the Retail Offer will be utilised in the same way as the proceeds of the Placing and Subscription.

As previously announced, the Placing, Subscription and Retail Offer will be conditional on obtaining approval of the Shareholders at a General Meeting of the Company, expected to held at the offices of K&L Gates LLP, One New Change, London EC4M 9AF at 11:00 a.m. on 18 September 2025.

The Fundraising is conditional, inter alia, on the New Ordinary Shares being admitted to trading on the AIM market ("AIM") of the London Stock Exchange plc ("Admission"). It is anticipated that Admission will become effective and that dealings in the New Ordinary Shares will commence on AIM, at 8.00 a.m. on 22 September 2025.

The Retail Offer is not part of the Placing or Subscription. Completion of the Retail Offer is conditional, inter alia, upon the completion of the Placing and Subscription but completion of the Placing and Subscription is not conditional on the completion of the Retail Offer.

Expected Timetable in relation to the Retail Offer

Retail Offer opens5.00 p.m. on 28 August 2025
Latest time and date for commitments under the Retail Offer4.30 p.m. on 3 September 2025
Results of the Retail Offer announced4 September 2025
Admission and dealings in New Ordinary Shares issued pursuant to the Retail Offer commence22 September 2025
Dealing Codes
TickerCPH2
ISIN for the Ordinary SharesGB00BP371R64
SEDOL for the Ordinary SharesBP371R6

Retail Offer

The Company values its retail shareholder base, which has supported the Company alongside institutional investors since IPO. Given the support of retail shareholders, the Company believes that it is appropriate to provide its retail shareholders in the United Kingdom the opportunity to participate in the Retail Offer. The Company is therefore making the Retail Offer available in the United Kingdom through the financial intermediaries which will be listed, subject to certain access restrictions, on the following website: https://www.bookbuild.live/deals/E7RXR7/authorised-intermediaries

The Retail Offer will be open to eligible investors in the United Kingdom at 5:00 p.m. on 28 August 2025. The Retail Offer is expected to close at 4:30 p.m. on 3 September 2025. Investors should note that financial intermediaries may have earlier closing times. The Retail Offer may close early if it is oversubscribed.

The Retail Offer the subject of this announcement is and will, at all times, only be made to, directed at and may only be acted upon by those persons who are, shareholders in the Company. To be eligible to participate in the Retail Offer, applicants must meet the following criteria before they can submit an order for Retail Offer Shares1: (i) be a customer of one of the participating intermediaries listed on the above website; (ii) be resident in the United Kingdom and (iii) be a shareholder in the Company (which may include individuals aged 18 years or over, companies and other bodies corporate, partnerships, trusts, associations and other unincorporated organisations and includes persons who hold their shares in the Company directly or indirectly through a participating intermediary).

There is a minimum subscription of £100.00 per investor under the terms of the Retail Offer which is open to investors in the United Kingdom subscribing via the intermediaries which will be listed, subject to certain access restrictions, on the following website: https://www.bookbuild.live/deals/E7RXR7/authorised-intermediaries

The Company's LEI is 9845009D2AB08E5BF491.

UK Product Governance Requirements

EU Product Governance Requirements

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

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