TIDMITM
RNS Number : 0310D
ITM Power PLC
23 October 2020
The information contained in this announcement is inside
information for the purposes of article 7 of Regulation (EU)
596/2014.
THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR RELEASE,
DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA (INCLUDING ITS
TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE
DISTRICT OF COLUMBIA) (THE UNITED STATES), AUSTRALIA, CANADA,
JAPAN, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND OR ANY
OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR
DISTRIBUTE THIS ANNOUNCEMENT.
23 October 2020
ITM Power PLC
("ITM Power" or the "Group" or the "Company")
Results of Placing, General Meeting and Open Offer
ITM Power is pleased to announce that, following the previous
announcement of its non-pre-emptive placing and subscription (the
"Fundraising"), it has placed 57,446,808 new ordinary shares of 5
pence (the "Placing Shares") at a price of 235 pence per Placing
Share (the "Issue Price"), raising approximately GBP135 million,
and together with the GBP30 million Share Subscription by Snam,
raising aggregate gross proceeds of approximately GBP165 million.
In light of strong investor demand, the Placing size was increased
by GBP15 million. The additional funds will be used to further
accelerate the maximisation of manufacturing capacity and to invest
in the Group's operational capabilities.
The Placing Shares will, when issued, be credited as fully paid
and will rank pari passu in all respects with the existing issued
Ordinary Shares.
Application will be made to the London Stock Exchange for the
Placing Shares to be admitted to trading on AIM ("Admission"). It
is expected that Admission will take place at 8.00 a.m. on 12
November 2020 (or such date as may be agreed between the Company
and Investec, being no later than 8.00 a.m. on 20 November
2020).
The Placing is conditional upon, amongst other things, Admission
becoming effective. The Placing is also conditional on the Placing
Agreement not being terminated in accordance with its terms.
Investec Bank plc ("Investec") acted as sole bookrunner in
relation to the Placing.
Dr Graham Cooley, CEO of the Group, said:
"The growth of global markets for green hydrogen is accelerating
fast. As a result of this successful fundraise, ITM Power is well
positioned to build on its existing leadership and capitalise on
this rapidly developing market. We are delighted with the results
of the fundraise and thank our existing shareholders for their
support and welcome our new investors."
Directors' and PDMR participation in the Placing
The following Directors and PDMRs participated in the
Placing:
Resultant
Number of shareholding
Existing Placing Shares Resultant on Admission
Name shareholding acquired shareholding (%)*
Sir Roger Bone 258,710 21,276 279,986 0.05
-------------- ---------------- -------------- --------------
Dr Graham Cooley 600,000 106,382 706,382 0.13
-------------- ---------------- -------------- --------------
Andy Allen 40,774 6,382 47,156 0.01
-------------- ---------------- -------------- --------------
Simon Bourne 69,129 10,638 79,767 0.01
-------------- ---------------- -------------- --------------
Rachel Smith 64,079 6,382 70,461 0.01
-------------- ---------------- -------------- --------------
Katherine Roe Nil 7,659 7,659 0.01
-------------- ---------------- -------------- --------------
Martin Green 40,000 15,319 55,319 0.01
-------------- ---------------- -------------- --------------
*assuming full take up of Open Offer shares
Open Offer
In addition, in order to provide shareholders of ITM Power
("Shareholders") who have not taken part in the Placing with an
opportunity to participate in the Fundraising on a pre-emptive
basis, the Company will today make the Open Offer to Qualifying
Shareholders on the terms and conditions set out in the Circular.
The Open Offer provides all Qualifying Shareholders with the
opportunity to subscribe at the Issue Price for an aggregate of up
to 2,984,132 Open Offer Shares to raise up to approximately GBP7.0
million (before fees and expenses) for the Company, on the basis
of:
1 Open Offer Share for every 160 Existing Ordinary Shares held
as at the Record Date
The Open Offer is conditional on the Placing becoming or being
declared unconditional in all respects and not being terminated
before Admission. Accordingly, if the conditions to the Placing
(including the passing of the Resolutions) are not satisfied or
waived (where capable of waiver), the Open Offer will not
proceed.
Qualifying Shareholders may also make applications in excess of
their pro rata initial entitlement up to an amount equal to the
total number of Open Offer Shares available under the Open Offer
less an amount equal to such Qualifying Shareholder's Open Offer
entitlement.
Further details of the Open Offer and the terms and conditions
on which it is being made, including the procedure for application
and payment, are contained in the Circular, which shall be posted
to Shareholders
tomorrow. The Circular will also be available on the Company's website: www.itm-power.com .
Circular and General Meeting
Completion of the Placing and Open Offer are conditional upon,
inter alia, the approval by Shareholders of certain resolutions to
be proposed at a general meeting of the Group (the "General
Meeting"). Notice of the General Meeting will be set out in the
Circular. The General Meeting will be held at 10.00 a.m. on 11
November 2020.
In view the COVID-19 pandemic and provisions of The Corporate
Insolvency and Governance Act 2020 and associated legislation,
which have permitted greater flexibility regarding the manner in
which companies can hold general meetings, the General Meeting will
not be held at a physical venue. However, in order to ensure that
Shareholders are able to follow the proceedings of the General
Meeting, the Company will provide access to an online audio and
presentation link, accessible via the online Investor Meet Company
platform. Shareholders that wish to attend the General Meeting
should register for the event in advance via the following link:
https://www.investormeetcompany.com/itm-power-plc/register-investor.
The online presentation link will be opened at approximately 9.55
a.m. on 11 November 2020. However, please note that shareholders
will not be able to vote at the General Meeting via the online
presentation link.
Shareholders are therefore requested to submit their votes in
respect of the business to be considered at the General Meeting via
proxy as early as possible. Shareholders should appoint the
Chairman of the General Meeting as their proxy. Under the current
meeting arrangements, if a shareholder appoints someone else as
their proxy, that proxy will not be able to attend the General
Meeting in person or cast the shareholder's vote.
The Board will continue to monitor the COVID-19 situation as it
evolves (including the UK Government's measures in response to it)
and, if the situation or applicable restrictions change in advance
of the General Meeting such that the Board determines that it is
safe to make alternative arrangements for the General Meeting, it
will announce these via RNS and the Company's website:
https://www.itm-power.com/investors-news .
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Record Date for entitlement to participate 5.00 p.m. on 21 October
in the Open Offer 2020
Dispatch of the Circular, the Form of 24 October 2020
Proxy and, to certain Qualifying Non-CREST
Shareholders, the Application Form
8.00 a.m. on 23 October
Ex-entitlement date for the Open Offer 2020
Basic Entitlements and Excess CREST Open 26 October 2020
Offer Entitlements credited to CREST
stock accounts of Qualifying CREST Shareholders
Recommended latest time and date for 4.30p.m. on 4 November
requesting withdrawal of Basic Entitlements 2020
and Excess CREST Open Offer Entitlements
from CREST
Latest time for depositing Basic Entitlements 3.00 p.m. on 5 November
and Excess CREST Open Offer Entitlements 2020
into CREST
Latest time and date for splitting Application 3.00 p.m. on 6 November
Forms (to satisfy bona fide market claims 2020
only)
Latest time and date for receipt of Forms 10.00 a.m. on 9 November
of Proxy for the General Meeting 2020
Latest time and date for receipt of completed 11.00 a.m. on 10 November
Application Forms and payment in full 2020
under the Open Offer or settlement of
relevant CREST instruction (as appropriate)
10.00 a.m. on 11 November
General Meeting 2020
Result of Open Offer announced through 11 November 2020
RNS
Admission of the New Ordinary Shares 8.00 a.m. on 12 November
to trading on AIM 2020
New Ordinary Shares in uncertificated As soon as practicable
form expected to be credited to accounts after 8.00 a.m. on 12
in CREST (uncertificated holders only) November 2020
Date of dispatch of definitive share on 19 November 2020
certificates for the New Ordinary Shares
in certificated form (certificated holders
only)
For further information, please visit www.itm-power.com or
contact:
ITM Power plc
Graeme Cooley (CEO) / Andy Allen (CFO) / +44 (0)114 263
James Collins (IR) 7646
Investec Bank plc (Nominated Adviser and
Broker)
Jeremy Ellis / Chris Sim / Ben Griffiths +44 (0)20 7597
/ Will Fenby 5970
Tavistock (Financial PR and IR) +44 (0)20 7920
Simon Hudson / Edward Lee / Barney Hayward 3150
This announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notices" section of this announcement.
IMPORTANT NOTICES
This announcement is released by ITM Power PLC and contains
inside information for the purposes of Article 7 of the Market
Abuse Regulation (EU) 596/2014 (" MAR "), encompassing information
relating to the Placing and Open Offer described above, and is
disclosed in accordance with the Group's obligations under Article
17 of MAR.
For the purposes of MAR and Article 2 of Commission Implementing
Regulation (EU) 2016/1055, this announcement is being made on
behalf of the Group by Andy Allen, Chief Financial Officer.
No action has been taken by the Company, Investec, any of their
respective affiliates or any person acting on its or their behalf
that would permit an offer of the Firm Placing Shares or possession
or distribution of this announcement or any other offering or
publicity material relating to such placing shares in any
jurisdiction where action for that purpose is required. Persons
into whose possession this announcement comes are required by the
Company and Investec to inform themselves about, and to observe,
such restrictions.
No prospectus will be made available in connection with the
matters contained in this announcement and no such prospectus is
required (in accordance with the Prospectus Regulation) to be
published. Persons needing advice should consult a qualified
independent legal adviser, business adviser, financial adviser or
tax adviser for legal, financial, business or tax advice.
THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR PUBLICATION,
RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN
PART, IN OR INTO THE UNITED STATES OF AMERICA, ITS TERRITORIES AND
POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF
COLUMBIA (COLLECTIVELY, THE "UNITED STATES"), AUSTRALIA, CANADA,
THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN
WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS
NOT AN OFFER OF SECURITIES IN ANY JURISDICTION. THIS ANNOUNCEMENT
HAS NOT BEEN APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTED
THAT IT WILL BE SO APPROVED.
This announcement or any part of it does not constitute or form
part of any offer to issue or sell, or the solicitation of an offer
to acquire, purchase or subscribe for, any securities in the United
States, Canada, Australia, the Republic of South Africa or Japan or
any other jurisdiction in which the same would be unlawful. No
public offering of the placing shares is being made in any such
jurisdiction.
The securities referred to herein have not been and will not be
registered under the United States Securities Act of 1933, as
amended (the "Securities Act"), or under the securities laws of any
state or other jurisdiction of the United States, and may not be
offered or sold directly or indirectly in or into the United States
absent registration under the Securities Act or pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and in compliance
with the securities laws of any state or any other jurisdiction of
the United States. The Firm Placing Shares are being offered and
sold by the Company (a) outside the United States in offshore
transactions as defined in, and pursuant to, Regulation S under the
Securities Act ("Regulation S") or (b) in the in the United States
only to persons reasonably believed to be "qualified institutional
buyers" (as defined in Rule 144A of the Securities Act) ("QIBs") in
transactions not involving any "public offering" within the meaning
of Section 4(a)(2) of the Securities Act and/or pursuant to an
exemption from, or transaction not subject to, the registration
requirements of the Securities Act. It and the prospective
beneficial owner of the Firm Placing Shares is, and at the time the
Firm Placing Shares are subscribed for will be, (i) outside the
United States and subscribing for the placing shares in an
"offshore transaction" as defined in, and in accordance with,
Regulation S; or (ii) (a) a QIB and (b) subscribing for the Firm
Placing Shares pursuant to an exemption from, or in a transaction
not subject to, the registration requirements under the Securities
Act. No public offering of securities is being made in the United
States. No money, securities or other consideration from any person
inside the United States is being solicited and, if sent in
response to the information contained in this announcement, will
not be accepted.
No prospectus has been lodged with, or registered by, the
Australian Securities and Investments Commission or the Japanese
Ministry of Finance; the relevant clearances have not been, and
will not be, obtained for the South Africa Reserve Bank or any
other applicable body in the Republic of South Africa in relation
to the Firm Placing Shares and the Firm Placing Shares have not
been, nor will they be, registered under or offering in compliance
with the securities laws of any state, province or territory of
Australia, the Republic of South Africa or Japan. Accordingly, the
placing shares may not (unless an exemption under the relevant
securities laws is applicable) be offered, sold, resold or
delivered, directly or indirectly, in or into Australia, the
Republic of South Africa, or Japan or any other jurisdiction in
which such activities would be unlawful.
A variety of factors may cause the Company's and its
subsidiaries' (the "group's") actual results to differ materially
from the forward -- looking statements contained in this
announcement. Certain statements included or incorporated by
reference within this announcement may constitute "forward-looking
statements" in respect of the group's operations, performance,
prospects and/or financial condition. These forward -- looking
statements may be identified by the use of forward -- looking
terminology, including the terms "believes", "estimates", "plans",
"anticipates, "expects", "intends", "may", "will", or "could" or
words of similar substance or the negative thereof, or by
discussions of strategy, plans, objectives, goals, economic
performance, dividend policy, future events or intentions. By their
nature, forward-looking statements involve a number of risks,
uncertainties and assumptions because they relate to events and
depend on circumstances that may or may not occur in the future or
are beyond the group's control. Actual results or events may and
often do differ materially from those expressed or implied by those
statements. Any forward -- looking statements reflect the Company's
current view with respect to future events and are subject to risks
relating to future events and other risks, uncertainties and
assumptions relating to the group's business, results of
operations, financial position, liquidity, prospects, growth and
strategies. Forward -- looking statements speak only as of the date
they are made. The group's actual operating results and financial
condition and the development of the industry in which it operates
may differ materially from the impression created by the forward --
looking statements contained in this announcement. Important
factors that could cause these differences include, but are not
limited to, the ongoing national and international impact of the
Covid-19 pandemic, general economic and business conditions,
industry trends, foreign currency rate fluctuations, competition,
changes in government and other regulation, including in relation
to the environment, health and safety and taxation, labour
relations and work stoppages, changes in political and economic
stability and changes in business strategy or development plans and
other risks.
Accordingly, no assurance can be given that any particular
expectation will be met and reliance shall not be placed on any
forward-looking statement. Additionally, forward-looking statements
regarding past trends or activities shall not be taken as a
representation that such trends or activities will continue in the
future. The information contained in this announcement is subject
to change without notice and no responsibility or obligation is
accepted to update or revise any forward-looking statement
resulting from new information, future events or otherwise.
In particular, no statement in this announcement is intended to
be a profit forecast and no statement of a financial metric
(including estimates of EBITDA, profit before tax, free cash flow
or net debt) should be interpreted to mean that any financial
metric for the current or future financial years would necessarily
match or exceed the historical published position of the group. The
estimates set out in this announcement have been prepared based on
numerous assumptions and forecasts, including those set out in this
announcement, some of which are outside of the Company's influence
and/or control, and is therefore inherently uncertain and there can
be no guarantee or assurance that it will be correct. The estimates
have not been audited, reviewed, verified or subject to any
procedures by our auditors. You should not place undue reliance on
them and there can be no guarantee or assurance that they will be
correct. Investec is authorised by the Prudential Regulatory
Authority and regulated in the United Kingdom by the Prudential
Regulation Authority and the FCA.
Investec is acting exclusively for the Company and no one else
in connection with the Firm Placing, the content of this
announcement and other matters described in this announcement.
Investec will not regard any other person as its respective client
in relation to the placing, the content of this announcement and
other matters described in this announcement and will not be
responsible to anyone (including any placees) other than the
Company for providing the protections afforded to its clients or
for providing advice to any other person in relation to the
placing, the content of this announcement or any other matters
referred to in this announcement.
This announcement has been issued by and is the sole
responsibility of the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by
Investec, any of its affiliates or any person acting on its or
their behalf as to, or in relation to, the accuracy or completeness
of this announcement or any other written or oral information made
available to or publicly available to any interested party or its
advisers, and any liability therefore is expressly disclaimed.
This announcement does not constitute a recommendation
concerning any investor's investment decision with respect to the
Firm Placing. The price of Ordinary Shares and any income expected
from them may go down as well as up and investors may not get back
the full amount invested upon disposal of the Ordinary Shares. Past
performance is no guide to future performance. The contents of this
announcement are not to be construed as legal, business, financial
or tax advice. Each investor or prospective investor should consult
his, her or its own legal adviser, business adviser, financial
adviser or tax adviser for legal, financial, business or tax
advice.
Any indication in this announcement of the price at which
Ordinary Shares have been bought or sold in the past cannot be
relied upon as a guide to future performance. No statement in this
announcement is intended as a profit forecast or estimate for any
period and no statement in this announcement should be interpreted
to mean that earnings, earnings per share or income, cash flow from
operations or free cash flow for the Company, as appropriate, for
the current or future years would necessarily match or exceed the
historical published earnings, earnings per share or income, cash
flow from operations or free cash flow for the Company.
In connection with the Firm Placing, Investec, its affiliates
and any person acting on its or their behalf may take up a portion
of Ordinary Shares in the Firm Placing as a principal position and
in that capacity may retain, purchase or sell for its own account
such shares and other securities of the Company or related
investments and may offer or sell such shares, securities or other
investments otherwise than in connection with the Firm Placing.
Accordingly, references in this announcement to Firm Placing Shares
being issued, offered or placed should be read as including any
issue, offering or placement of such shares in the Company to
Investec, any of its affiliates or any person acting on its or
their behalf as, acting in such capacity. In addition, Investec,
any of its affiliates or any person acting on its or their behalf
may enter into financing arrangements (including swaps, warrants or
contracts for difference) with investors in connection with which
Investec, any of its affiliates or any person acting on its or
their behalf may from time to time acquire, hold or dispose of such
securities of the Company, including the placing shares. Neither
Investec, any of its affiliates nor any person acting on its or
their behalf intends to disclose the extent of any such investment
or transactions otherwise than in accordance with any legal or
regulatory obligation to do so.
The Firm Placing Shares to be issued or sold pursuant to the
Firm Placing will not be admitted to trading on any stock exchange
other than the London Stock Exchange.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into or forms part of this announcement.
This announcement has been prepared for the purposes of
complying with applicable law and regulation in the United Kingdom
and the information disclosed may not be the same as that which
would have been disclosed if this announcement had been prepared in
accordance with the laws and regulations of any jurisdiction
outside the United Kingdom.
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (B) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any 'manufacturer' (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the placing shares have been subject to a product approval process,
which has determined that such placing shares are: (i) compatible
with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible
counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by
MiFID II (the "target market assessment"). Notwithstanding the
target market assessment, distributors should note that: the price
of the Firm Placing Shares may decline and investors could lose all
or part of their investment; the Firm Placing Shares offer no
guaranteed income and no capital protection; and an investment in
the Firm Placing Shares is compatible only with investors who do
not need a guaranteed income or capital protection, who (either
alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an
investment and who have sufficient resources to be able to bear any
losses that may result therefrom. The target market assessment is
without prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Firm Placing.
Furthermore, it is noted that, notwithstanding the target market
assessment, Investec will only procure investors who meet the
criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the target market assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase or take
any other action whatsoever with respect to the Firm Placing
Shares. Each distributor is responsible for undertaking its own
target market assessment in respect of the placing shares and
determining appropriate distribution channels.
-ends-
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END
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October 23, 2020 02:00 ET (06:00 GMT)
Itm Power (AQSE:ITM.GB)
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Itm Power (AQSE:ITM.GB)
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