Hydrogen Future Industries Plc Issue of Equity, Related Party Transaction and PDMR Shareholding

 
TIDMHFI 
 
23 May 2023 
 
Hydrogen Future Industries plc 
 
("HFI" or the "Company") 
 
Purchase of Remaining Shares in HFI IP Holdings Limited, 
 
Issue of Equity, 
 
Related Party Transaction 
 
and 
 
PDMR Shareholding 
 
Hydrogen Future Industries plc (AQSE: HFI), a developer of a proprietary wind 
-based green hydrogen production system, announces the purchase of the remaining 
shares that it does not already own of HFI IP Holdings Limited ("HFI IP 
Holdings") (being 49 percent of HFI IP Holdings) from Timothy Blake (the "Share 
Purchase Transaction"). 
 
The Share Purchase Transaction is being made by way of staged issue to Mr Blake 
of new ordinary shares in the Company comprising: 
 
  · an upfront issue of 14,000,000 new ordinary shares at a price of 10 pence 
per share (the "Upfront Shares"); 
  · a deferred issue of 10,000,000 new ordinary shares at a price of 10 pence 
per share upon either: 
    · the independent verification of wind turbine performance; 
    · a financing of at least £3 million; or 
    · a change of control of the Company; and 
 
  · a further deferred issue of 10,000,000 new ordinary shares at a price of 10 
pence per share upon commercialisation of the Company's wind-based hydrogen 
production system, or in the event of a change of control of the Company. 
 
Prior to the Share Purchase Transaction, HFI IP Holdings was held in a 51/49 
percent joint venture between HFI Energy Systems Limited ("HESL"), the Company's 
wholly owned product development subsidiary, and Mr Blake. 
 
PDMR Shareholding 
 
Following the issue of the Upfront Shares, Mr Blake, who is a person discharging 
managerial responsibility, will own 14,000,000 ordinary shares in the Company 
representing 29.3 percent of the Company's issued share capital. 
 
Related Party Transaction 
 
Mr Blake is considered a "Related Party" as defined under the AQSE Growth Market 
Access Rulebook as a result of being a director of HFI IP Holdings. The Share 
Purchase Transaction therefore constitutes a related party transaction for the 
purposes of Rule 4.6 of the AQSE Growth Market Access Rulebook. 
 
The directors of HFI independent of the Share Purchase Transaction confirm that, 
having exercised reasonable care, skill and diligence, the related party 
transaction is fair and reasonable insofar as the shareholders of HFI are 
concerned. 
 
Admission 
 
Application has been made for the 14,000,000 Upfront Shares to be admitted to 
trading on the Aquis Stock Exchange Growth Market ("Admission"). Admission is 
expected to occur at 8:00 am on or around 30 May 2023. 
 
Total Voting Rights 
 
Following Admission, the Company's issued share capital will comprise 47,750,000 
ordinary shares, with each share carrying the right to one vote. Therefore, the 
total number of voting rights in the Company will be 47,750,000. This figure may 
be used by shareholders as the denominator for calculations by which they will 
determine if they are required to notify their interest in the Company, or a 
change to their interest in the Company, under the Financial Conduct Authority's 
Disclosure Guidance and Transparency Rules. 
 
Daniel Maling, Chairman of HFI, commented: 
 
"The Share Purchase Transaction consolidates HFI's valuable intellectual 
property ownership under the exclusive control of the Company and aligns all 
interests at the top company level. The issue price of 10 pence per share, being 
a considerable premium to the Company's share price, reflects the confidence of 
the parties in the development progress of the Company's wind-based hydrogen 
production system and its future potential for scalable production of affordable 
green hydrogen." 
 
Enquiries: 
 
Hydrogen Future Industries plc 
Daniel Maling, Chairman                                +44 (0)20 3475 6834 
 
Vigo Consulting (Investor Relations) 
Ben Simons                                             +44 (0) 20 7390 0230 
Peter Jacob 
 
Cairn Financial Advisers LLP (AQSE Corporate Adviser) 
Ludovico Lazzaretti                                    +44 (0) 20 72130 880 
 
Liam Murray 
 
Peterhouse Capital Limited (Broker) 
Duncan Vasey                                           +44 (0) 20 7469 0930 
 
About Hydrogen Future Industries 
 
Hydrogen Future Industries was established to invest in projects and companies 
focused on the Hydrogen Economy. We are developing a proprietary wind-based 
hydrogen production system, incorporating hydrogen compression and storage. 
Through this technology, we aim to significantly reduce the cost of hydrogen 
production from renewable sources and provide on-demand energy storage in the 
form of hydrogen at a fraction of the cost of lithium-ion battery storage. Click 
here (https://hydrogenfutureindustries.com/wp-content/uploads/2022/07/HFI-Flyer 
-for-Website.pdf) for more information about Hydrogen Future Industries. 
 
Visit our website: www.hydrogenfutureindustries.com 
 
Follow us on social media: 
 
LinkedIn: @Hydrogen Future Industries (https://www.linkedin.com/company/hydrogen 
-future-industries) 
 
Twitter: @HydrogenFI (https://twitter.com/HydrogenFI) 
 
Inside Information 
 
This announcement contains inside information for the purposes of the UK Market 
Abuse Regulation and the Directors of the Company accept responsibility for the 
contents of this announcement. 
 
Caution Regarding Forward Looking Statements 
 
Certain statements made in this announcement are forward-looking statements. 
These forward-looking statements are not historical facts but rather are based 
on the Company's current expectations, estimates, and projections about its 
industry; its beliefs; and assumptions. Words such as 'anticipates,' 'expects,' 
'intends,' 'plans,' 'believes,' 'seeks,' 'estimates,' and similar expressions 
are intended to identify forward-looking statements. These statements are not a 
guarantee of future performance and are subject to known and unknown risks, 
uncertainties, and other factors, some of which are beyond the Company's 
control, are difficult to predict, and could cause actual results to differ 
materially from those expressed or forecasted in the forward-looking statements. 
The Company cautions security holders and prospective security holders not to 
place undue reliance on these forward-looking statements, which reflect the view 
of the Company only as of the date of this announcement. The forward-looking 
statements made in this announcement relate only to events as of the date on 
which the statements are made. The Company will not undertake any obligation to 
release publicly any revisions or updates to these forward-looking statements to 
reflect events, circumstances, or unanticipated events occurring after the date 
of this announcement except as required by law or by any appropriate regulatory 
authority. 
 
Notification of a Transaction 
pursuant to Article 19(1) of 
Regulation (EU) No. 596/2014 
Details of the person 
discharging managerial 
responsibilities/person 
closely associated 
Name                          Timothy Blake 
Reason for notification 
Position/Status               PDMR 
Initial notification/         Initial 
 
Amendment 
Details of the issuer, 
emission allowance market 
participant, auction 
platform, auctioneer or 
auction monitor 
Name                          Hydrogen Future 
                              Industries PLC 
LEI                           213800U3MWUSU24ARW11 
Details of the 
transaction(s): section to be 
repeated for (i) each type of 
instrument; (ii) each type of 
transaction; (iii) each date; 
and (iv) each place where 
transactions have been 
conducted 
Description of the financial  Ordinary shares 
instrument, type of 
instrument 
Identification Code 
Nature of the transaction     Issue of 14,000,000 
                              new ordinary shares 
Price(s) and volume(s) 
                              Price(s)    Volume(s) 
10p                           14,000,000 
 
Aggregated information        N/A 
 
- Aggregated Volume 
 
- Price 
Date of the transaction       23 May 2023 
Place of the transaction      AQSE 
 
 
This information was brought to you by Cision http://news.cision.com 
 
 
END
(END) Dow Jones Newswires
May 23, 2023 06:00 ET (10:00 GMT)
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