Retail Offer on the BookBuild platform
Clean Power Hydrogen PLC has announced a retail offer of new ordinary shares at 1.5 pence per share, targeting at least £0.5 million in subscriptions from existing shareholders, following a conditional placing that raised approximately £3 million. Additionally, West Hill Capital investors have indicated an intention to subscribe for up to £4 million, and directors plan to subscribe for 666,667 shares. The total fundraising aims to support a transition to a capital-light model, focusing on strategic partnerships and technology licensing, with net proceeds allocated to implementing this model, investigating a recent incident, progressing strategic initiatives, and providing working capital through June 2027. The issue price represents a significant discount to the previous closing share price before a temporary suspension.
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The Board of Clean Power Hydrogen plc is pleased to announce a retail offer via BookBuild (the "Retail Offer") of new ordinary shares of 1p each ("Ordinary Shares") in the capital of the Company (the "Retail Offer Shares") at an issue price of 1.5 pence per new Ordinary Share (the "Issue Price"). The Retail Offer is targeting a minimum £0.5 million subscriptions and is open only to existing shareholders of the Company.
The Company has separately announced, at 07:00 on 1 July 2026 that, inter alia, it has conditionally raised approximately £2.54 million (before fees and expenses) through a firm placing (the "Firm Placing") of 169,333,333 new Ordinary Shares (the "Firm Placing Shares") and a further £0.46 million through a conditional placing of 30,666,667 new Ordinary Shares (the "Conditional Placing Shares") (the "Conditional Placing" and together with the Firm Placing, the "Placing"), also at 1.5p per Ordinary Share. Turner Pope Investments (TPI) Ltd ("TPI"), the Company's placing agent, reserves the right to add to the Conditional Placing, after prior consultation with the Company.
Furthermore, the Company recognises the importance of its retail Shareholders and, in particular, the significant contribution of corporate and private investors through West Hill Capital LLP ("West Hill") to the Company's successful capital raises both pre- and post- the Company's admission to trading on AIM in 2022. West Hill has informed the Company that its investors have indicated an intention to subscribe for up to £4.0 million of new Ordinary Shares at the Issue Price and the Company is, therefore, proposing an additional subscription for new Ordinary Shares (the "Subscription Shares" and the "Subscription").
Certain Directors, and elected Directors, of the Company have noted their intention to subscribe for 666,667 new Ordinary Shares (the "Directors Subscription Shares") at the Issue Price (the "Directors Subscription").
Together with the Retail Offer, the above elements constitute the "Fundraising". The announcement at 07:00 on 1 July 2026 included the reasons for and terms of the Placing and Subscription. For the avoidance of doubt, the Retail Offer is not part of the Placing or Subscription.
The Issue Price represents a discount of approximately 87 per cent. to the closing share price of 11.5p per existing Ordinary Share on 28 May 2026, the last trading day before the Company's shares were temporarily suspended.
The Retail Offer is conditional on obtaining approval of the Company's shareholders at a general meeting of the Company, expected to be held at the offices of K&L Gates LLP, One New Change, London EC4M 9AF at 11:00 a.m. on 20 July 2026 and the Retail Offer Shares to be issued pursuant to the Retail Offer being admitted to trading on the AIM market operated by the London Stock Exchange ("Admission"). Admission of the Retail Offer Shares pursuant to the Retail Offer is expected to take place on 22 July 2026. Completion of the Retail Offer is conditional, inter alia, upon the completion of the Placing.
Use of proceeds from the Fundraising
The net proceeds from the Fundraising will be used to support the revised strategic direction with a focus on transitioning towards a capital-light model, centred on strategic partnerships, manufacturing agreements and the global licensing of its proprietary technology. The Board believes that the Company's membrane-free technology has demonstrated significant technical merit and that its existing IP holds significant commercial value.
Specifically, the net proceeds will be used to:
- Implement the revised capital-light business model, with monthly cash burn of £210k from October 2026 (previously forecasted £800k), including associated restructuring and Settlement costs
- Complete the investigation into the MFE220 test-site incident by 31 August 2026 and implement any necessary remedial actions
- Progress strategic initiatives, including manufacturing partnerships and the negotiation and execution of the Company's first Technology Transfer Agreement to generate revenues under the new strategy
- Provide general working capital to support the business over the next 12 months, expected to extend to June 2027.
Shareholders' attention is drawn to the announcement on 25 June 2026, in relation to the Term Sheet signed with Lisheen H2 Energy Park Limited (trading as "Hidrigin") and the terms described therein. Shareholders should also note that, in the event that the Fundraising does not proceed and alternative funding is not available on suitable terms or at all, the amount of working capital available to the Company will be severely limited. The current cash balance is sufficient for the Company to continue operating through to mid-July 2026.
Notice for EIS investors
The Company has HMRC advanced assurance that it is a qualifying company for the purposes of the Enterprise Investment Scheme ("EIS"), and accordingly, the Retail Offer Shares would qualify for EIS investment. Notwithstanding the Company receiving this communication, any investor seeking to register their Retail Offer Shares under the EIS scheme is advised to seek their own advice before doing so. Tax reliefs depend on individual circumstances and the Company maintaining its opined qualifying status. Tax rules are subject to change, and if the Company loses its opined qualifying status, tax relief may be withdrawn or need to be repaid. If investors wish to seek relief under EIS, they should indicate their interest through their chosen Intermediary as part of their participation in the Retail Offer (where such facility is available) or by emailing the Retail Offer coordinator at info@turnerpope.com.
Expected Timetable in relation to the Retail Offer
| Retail Offer opens | 2 July 2026, 07:05 |
| Latest time and date for commitments under the Retail Offer | 6 July 2026, 12:00 |
| Results of the Retail Offer announced | 7 July 2026; 07:00 |
| Admission and dealings in Retail Offer Shares issued pursuant to the Retail Offer commence | 22 July 2026 |
| Dealing Codes | |
| Ticker | CPH2 |
| ISIN for the Ordinary Shares | GB00BP371R64 |
| SEDOL for the Ordinary Shares | BP371R6 |
Retail Offer
The Company values its retail shareholder base, which has supported the Company alongside institutional investors since its admission to AIM in February 2022. 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/J1KW41/authorised-intermediaries
TPI will be acting as retail offer coordinator in relation to this Retail Offer (the "Retail Offer Coordinator").
The Retail Offer will be open to eligible investors in the United Kingdom at 7:00a.m. on 2 July 2026. The Retail Offer is expected to close at 12:00p.m. on 6 July 2026. Investors should note that financial intermediaries may have earlier closing times. The Retail Offer may close early if it is oversubscribed.
If any intermediary has any questions about how to participate in the Retail Offer on behalf of existing retail shareholders, please contact the Retail Offer Coordinator at info@turnerpope.com or telephone 020 3657 0050, or BookBuild at email: support@bookbuild.live.
There is a minimum subscription of £500.00 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/J1KW41/authorised-intermediaries
UK Product Governance Requirements
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