Results of Capital Raise
Ceres Power raised £103 million through placing, retail offer and director subscription of 18 million shares.
- Gross proceeds raised £103 million
- Net proceeds £100 million
- Number of new shares issued 18,000,000
- Offer price per share 570.0 pence
- Discount to closing price 6.5%
- Dilution to existing shareholders 9.2%
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Further to the announcement released on 9 June 2026, Ceres Power Holdings plc (CWR.L), a leading developer of clean energy technology, is pleased to announce the successful pricing of the non-pre-emptive offer of new ordinary shares of 10 pence each in the capital of the Company (the "Ordinary Shares") (the "Capital Raise"), raising gross proceeds of £103 million for the Company.
Commenting on the transaction, Phil Caldwell, Chief Executive Officer, said:
"I'd like to thank our existing shareholders for the support and welcome our new investors who participated in the oversubscribed Capital Raise. The new funds present a clear opportunity to capitalise on commercial momentum for Ceres technology and ensure we are well placed for the future. Our core objective is establishing our technology platform as the industry standard for solid oxide as we maintain an absolute focus on commercial execution."
Following strong investor demand, a total of 17,788,949 new Ordinary Shares (the "Placing Shares") have been placed with existing institutional shareholders and new investors by Joh. Berenberg, Gossler & Co. KG, London Branch ("Berenberg") and UBS AG London Branch ("UBS") at a price of 570.0 pence per Placing Share (the "Offer Price"), raising gross proceeds of approximately £101 million for the Company (the "Placing"). Berenberg and UBS are acting as joint global coordinators and joint bookrunners in connection with the Placing (together, the "Joint Bookrunners").
Concurrently with the Placing, eligible retail investors have subscribed in the offer made by the Company via the RetailBook platform for a total of 180,000 new Ordinary Shares (the "Retail Offer Shares") at the Offer Price (the "Retail Offer"). In addition, certain directors of the Company have agreed to subscribe for 31,051 new Ordinary Shares (the "Subscription Shares") at the Offer Price (the "Subscription").
In aggregate, 18,000,000 new Ordinary Shares will be issued pursuant to the Capital Raise (the "Capital Raise Shares") raising gross proceeds of approximately £103 million for the Company.
The Offer Price of 570.0 pence represents a discount of approximately 6.5 per cent. to the closing share price of 609.5 pence on 9 June 2026.
The Capital Raise Shares, in aggregate, represent approximately 9.2 per cent. of the existing issued ordinary share capital of the Company prior to the Capital Raise.
The Company consulted with a number of its shareholders prior to the Capital Raise and has respected the principles of pre-emption through the allocation process, while also allowing the participation of new long-only shareholders. The Company is pleased by the strong support it has received from new and existing shareholders.
The Capital Raise Shares will be admitted to the equity shares (commercial companies) category of the Official List of the Financial Conduct Authority (the "FCA") and an application will be made for the Capital Raise Shares to be admitted to trading on the main market for listed securities of London Stock Exchange plc ("London Stock Exchange") (together, "Admission"). It is anticipated that Admission will become effective, and that dealings in the Capital Raise Shares will commence, at 8.00 a.m. (London time) on 12 June 2026.
The Placing, Retail Offer and Subscription are conditional upon, amongst other things, Admission becoming effective and upon the placing agreement between the Company and the Joint Bookrunners not being terminated in accordance with its terms. The Capital Raise Shares will, when issued, be credited as fully paid and rank pari passu in all respects with the existing issued Ordinary Shares of the Company, including, without limitation, the right to receive all dividends and other distributions declared, made or paid after the date of issue.
Following Admission, the total number of Ordinary Shares in issue in the Company will be 213,797,576. The Company does not hold any shares in treasury and, therefore, following Admission, the number of voting shares in issue in the Company will be 213,797,576. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the Disclosure Guidance and Transparency Rules.
Director participation in the Subscription
The following directors of the Company have subscribed for the following number of Subscription Shares at the Offer Price as part of the Subscription:
| Name | Number of Subscription Shares |
|---|---|
| Warren Finegold | 5,000 |
| Julia King | 1,754 |
| Karen Bomba | 17,543 |
| Phil Caldwell | 5,000 |
| Stuart Paynter | 1,754 |
| Name of Issuer | Ceres Power Holdings plc |
| Transaction details | The Capital Raise of 18,000,000 new Ordinary Shares comprises the Placing to institutional investors, the Retail Offer to eligible UK retail investors and the Subscription by certain directors of the Company, and represents, in aggregate, approximately 9.2 per cent. of the existing issued ordinary share capital of the Company prior to the Capital Raise. Admission is expected to take place on or before 8.00 a.m. on 12 June 2026. Settlement for the Capital Raise Shares is expected to take place shortly thereafter. |
| Use of proceeds | To enable the Company to accelerate momentum for Solid Oxide Fuel Cell technology and engage with the growing pipeline of opportunity for SOFC. The proceeds will also strengthen the Group's balance sheet, positioning Ceres as a sustainable innovation partner, and allow selective investment to support partner scale up whilst maintaining key intellectual property. |
| Quantum of proceeds | In aggregate, the Capital Raise raised gross proceeds of approximately £103 million and net proceeds of approximately £100 million. |
| Discount | The Offer Price of 570.0 pence represents a discount of approximately 6.5 per cent. to the closing share price of 609.5 pence on 9 June 2026. |
| Allocations | Soft pre-emption has been adhered to in the allocations process, where possible. Allocations were determined by the Company in consultation with the Joint Bookrunners and allocations were carried out in compliance with the applicable MiFID II allocation requirements. Allocations made outside of soft pre-emption were preferentially directed towards existing shareholders in excess of their pro rata, and wall-crossed accounts. |
| Consultation | Prior to launch of the Placing, the Joint Bookrunners undertook a market sounding process, including with major shareholders, to the extent reasonably practicable and permitted by law. |
| Retail investors | The Capital Raise included the Retail Offer for a total of 180,000 Retail Offer Shares, via RetailBook. Eligible retail investors in the UK who participated in the Retail Offer were able to do so at the same Offer Price as the institutional investors participating in the Placing and the directors of the Company subscribing in the Subscription. In accordance with soft pre-emption principles, Retail Offer allocations were prioritised for existing shareholders to ensure they receive at least their pro-rata entitlement. |
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