CPH2 Clean Power Hydrogen Plc

THIS ANNOUNCEMENT, INCLUDING THE APPENDIX AND INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND, ANY MEMBER STATE OF THE EEA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY NEW ORDINARY SHARES OF CPH2 IN THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, NEW ZEALAND,  THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND, ANY MEMBER STATE OF THE EEA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN ARTICLE 7 OF THE MARKET ABUSE REGULATION EU NO. 596/2014, AS RETAINED AND APPLICABLE IN THE UK PURSUANT TO SECTION 3 OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

19 December 2024                                                                                       

Clean Power Hydrogen plc

("CPH2", the "Company" or the "Group")

Result of Placing and Subscription

CPH2, the UK-based green hydrogen technology and manufacturing company that has developed the IP-protected Membrane-Free Electrolyser ("MFE"), is pleased to announce that, further to the Company's announcement released at 4.35 p.m. on 18 December 2024 (the "Launch Announcement"), the accelerated bookbuild has closed and the Company has conditionally raised gross proceeds of £6.1 million through the successful placing of, and subscription for, a total of 81,398,156 New Shares, in each case at the Issue Price of 7.5 pence per Ordinary Share.

Capitalised terms used in this announcement (the "Announcement") have the meanings given to them in the Launch Announcement, unless the context provides otherwise.

Cavendish Capital Markets Limited ("Cavendish") acted as nominated adviser, broker and bookrunner in respect of the Placing.

The Placing Shares and Subscription Shares represent, in aggregate, 22.9 per cent. of the Company's Existing Ordinary Shares.

The Placing and the issue of the New Shares are conditional upon, amongst other things:

·    the passing of the Resolutions without amendment to be proposed at the General Meeting;

·    the Placing Agreement having become unconditional (save for Admission) and not having been terminated in accordance with its terms prior to Admission;

·    Admission taking place by no later than 8.00 a.m. on 9 January 2025 (or such later date as Cavendish may agree in writing with the Company, being not later than 8.00 a.m. on 23 January 2025). 

Director Participation

A total of 7,432,510 Subscription Shares are being issued to Directors of the Company and its subsidiaries and current and former members of the management team. The following Directors and persons discharging managerial responsibilities of the Company have participated in the Subscription:

In order to facilitate their participation in the Subscription, Jon Duffy, CEO, and James Hobson, CFO, have voluntarily withdrawn from the Company's HMRC-compliant 'Save as You Earn' scheme and have forfeited all options granted in accordance with the relevant Scheme.

Admission & Total Voting Rights

Application will be made to the London Stock Exchange for the New Shares to be issued pursuant to the Fundraising to be admitted to trading on AIM. It is expected that Admission will become effective, and that dealings in the New Shares will commence on AIM, at 8.00 a.m. on 9 January 2025, on which date it is also expected that the New Shares will be enabled for settlement in CREST. The Enlarged Issued Share Capital, as increased by the New Shares, immediately following Admission (assuming full take up under the Retail Offer and excluding any issues of shares pursuant to the exercise of any employee share incentives or options between the date of this Announcement and Admission) will be 355,082,283 Ordinary Shares.

The New Shares, when issued, will be issued and credited as fully paid and will rank in full for all dividends and other distributions declared, made or paid after the admission of those Ordinary Shares and will otherwise rank on Admission pari passu in all respects with each other and with the Existing Ordinary Shares.

Posting of Circular and General Meeting

The Fundraising is conditional on obtaining approval of the Shareholders at a General Meeting of the Company, expected to held at Apex Office Space, 1 Water Vole Way, Doncaster DN4 5JP at 11:00 a.m. on 8 January 2025. A Circular containing a notice of General Meeting will be published shortly and notified to Shareholders in due course. The Circular and notice of General Meeting, once published, will be made available on the Company's website at www.cph2.com.

Timetable

The expected timetable regarding the proposed Fundraising is set out below.

The times and dates set out below, and mentioned throughout this Announcement, are subject to change, and may be adjusted by the Company in consultation with Cavendish. The timetable below also assumes that the Resolutions are passed at the General Meeting without adjournment. In the event of any significant changes from the expected timetable below, details of the new times and dates will be notified to Shareholders by an announcement on a Regulatory Information Service.

Jon Duffy, CEO of CPH2 commented:

"We are pleased to have secured this additional funding, which will allow us to further progress and enter into the next phase of CPH2's development, targeting the full commercialisation of our flagship MFE220 unit and the generation of first revenues in 2025. The successful Factory Acceptance Test of the MFE110 unit in September marked a significant milestone, confirming the first customer acceptance and validation of our scaled electrolyser technology. This reinforces our confidence in the potential of our unique technology as a leading solution for the green hydrogen industry. I'd like to thank all of our investors, both new and existing, for their ongoing support, and we look forward to sharing more updates on our progress in the near future."

For more information, please contact:

To find out more about CPH2, please visit: https://www.cph2.com

Overview of CPH2

CPH2 is the holding company of Clean Power Hydrogen Group Limited which has almost a decade of dedicated research and product development experience. This experience has resulted in the creation of simple, safe and sustainable technology which is designed to deliver a modular solution to the hydrogen production market in a cost-effective, scalable, reliable and long-lasting manner. The Group's strategic objective is to deliver the lowest Levelised Cost of Hydrogen ("LCOH") in the market in relation to the production of green hydrogen. CPH2 is quoted on the AIM market and trades under the ticker LON:CPH2.