18 June 2024
CAP-XX
Limited
("CAP-XX" or "the
Company")
Board Changes and Grant of
Share Options
The Board of CAP-XX Limited, a world
leader in the design and manufacture of supercapacitors and energy
management systems, is pleased to announce the appointment of Dr
Graham Cooley, Peter Fraser and Dr Anthony Sive as Non-Executive
Directors of the Company with immediate effect.
Highlights
§ Appointment of three experienced Non-Executive
Directors
§ Restructured Board strengthens business development, financial
and corporate governance experience, in conjunction with recent
appointment of Joanna Morbey as Company Secretary
§ Comprehensive Capital Markets update to be held following
publication of the Company's results for the year ending 30 June
2024
§ Grant of
options to certain PDMRs and employees
A
Strengthened Board
Dr Graham Cooley, Peter Fraser and
Dr Anthony Sive will join the CAP-XX Board with immediate effect.
The CAP-XX board restructuring strengthens the Company's
capabilities and corporate governance for the next stage of its
growth and is a further step in the corporate transformation of
CAP-XX led by the Chairman, Pat Elliott and the Chief Executive,
Lars Stegmann.
Pat
Elliott, Chairman of CAP-XX, commented: "I am delighted to be welcoming Graham, Peter and Anthony to
the CAP-XX board. They bring extensive and very relevant experience
which will prove invaluable as we further exploit the opportunities
in numerous applications for the CAP-XX supercapacitor
technologies."
Lars Stegmann, Chief Executive of CAP-XX,
commented: "FY2024 has been a period
of growth, strategic integration and achievement. We have
strengthened our leading position in the market, expanded our
capabilities and positioned ourselves for further success. At
CAP-XX, our primary focus is to optimise production and maximise
the commercial applications of our current and emerging
technologies. We are dedicated to expanding our global network to
leverage strong market growth and are committed to enhancing our
margins and cash flow. I look forward to working with the new board
to achieve these goals."
Information on new Directors and Company
Secretary
Dr
Graham Cooley brings a wealth of
relevant experience and knowledge to the CAP-XX Board through his
background in the power, energy storage and hydrogen sectors over
more than 35 years. He was previously Business Development Manager
at National Power plc, the UK's largest power generator, and CEO of
ITM Power plc, the first hydrogen related company quoted on AIM. Dr
Cooley has been involved in a wide range of corporate transactions,
including ones that have raised over £600m for UK cleantech
SMEs. He also has a track record of forging industrial
partnerships and entering new markets. He has been an active
investor in AIM UK cleantech companies for over a decade and holds
a PhD in Materials Physics, a MBA and has several fellowship
appointments.
Peter Fraser is a qualified
chartered accountant with over 30 years of experience in investment
banking and corporate advisory. He currently provides ad hoc
financial consulting services to corporates and holds a consulting
arrangement with Henslow, the Australian member of global advisory
network, Oaklins. Peter has extensive expertise in M&A,
corporate strategy and capital raisings. His recent advisory roles
include working with technology companies specialising in mobile
communications and high-tech materials. Throughout his career,
Peter has engaged in significant transactions across diverse
sectors, including media, technology, healthcare and mining, with a
global reach spanning Australia, New Zealand, Japan, South Africa,
the USA, the UK, and Europe.
Dr
Anthony Sive has over three decades
of international business experience and is a seasoned executive.
Anthony is committed to social responsibility, governance and
strategic oversight. He leverages technology and human ingenuity to
drive innovation and uphold ethical standards. His notable
achievements include leading several significant business
transformations, growing revenues and executing major projects, all
while focusing on creating substantial shareholder value. Anthony
has a PhD in fluid dynamics, an MCom in advanced finance, is a
chartered professional engineer with Engineers Australia and a
graduate member of the Australian Institute of Company
Directors.
Joanna Morbey has been
appointed as Company Secretary of CAP-XX. A member of Chartered
Accountants Australia and New Zealand (CA ANZ), she brings over 20
years of professional experience in accounting and company
secretarial roles across various industries, including investment
banking, property development, and mineral exploration. Joanna has
served as Company Secretary for several listed companies in
Australia, including Ioneer Ltd, Argonaut Resources NL, and
Tamboran Resources Ltd. Her extensive background in corporate
governance and compliance is expected to greatly benefit CAP-XX as
it expands its operations and strengthens its market
position.
Structure for the Committees of the Board
Following the appointments of the
three Non-Executive Directors, CAP-XX will be reviewing the
composition of the Company's Audit Committee and Remuneration
Committee.
Grant of Share Options
The Company has today granted
options ("Options") over ordinary shares of no par value in the
Company ("Ordinary Shares") to the following Directors of the
Company.
Name
/ Position
|
Number of Options over Ordinary Shares
|
Lars Stegmann / Chief Executive
Officer
|
80,000,000
|
Peter Fraser / Non-Executive
Director
|
10,000,000
|
Dr Anthony Sive / Non-Executive
Director
|
10,000,000
|
Steen Feldskov / Non-Executive
Director
|
10,000,000
|
Dr Graham Cooley / Non-Executive
Director
|
10,000,000
|
Patrick Elliott / Chairman
|
10,000,000
|
The exercise price of the Options
is 0.08p, being the closing mid-market
price of an Ordinary Share on 17 June 2024, the last practicable
date prior to the grant of the Options.
In addition to the grant of Options
to the Directors set out above, the Company is proposing to grant
up to a further 40,000,000 Options to
employees of the Company. Following these
grants of Options, the total number of options outstanding over
Ordinary Shares in the Company will be 227,000,000.
The FCA notification, made in
accordance with the requirements of the UK Market Abuse Regulation,
is appended further below.
Further disclosures pursuant to Rule 17 and Schedule Two,
paragraph (g) of the AIM Rules for Companies:
Dr
Graham Edward Cooley
The following information regarding
the appointment of Dr Graham Edward Cooley, aged 60, is disclosed
under Schedule 2(g) of the AIM Rules for Companies:
Current directorships and/or partnerships
|
Past
directorships and/or partnerships (within the last five
years)
|
Light Science Technologies Holdings
plc
|
ITM Power plc
|
Brigantia Capital Ltd
|
H2 Green Ltd
|
Cadent Gas Limited
|
ITM Power (Trading)
Limited
|
Quadgas Holdco Limited
|
ITM Power (Shelfco)
Limited
|
Quadgas Investments Bidco
Limited
|
ITM Power (Research)
Limited
|
Quadgas Midco Limited
|
Motive Fuels Limited
|
Quadgas Pledgeco Limited
|
Nanosun Limited
|
Yelooc Limited
|
Orkney Hydrogen Trading
Ltd
|
LSTH Trustee Limited
|
Renewable UK Association
|
Light Science Technologies
Ltd
|
|
Tomtech (UK) Limited
|
|
LSTH IFB Limited
|
|
UK Circuits and Electronics Solutions
Limited
|
|
UK Circuits and Electronics Solutions
Holdings Limited
|
|
Quadgas Holdings Topco Limited
(UK)
|
|
Quadgas Holdings Topco Limited
(Jersey)
|
|
Nanosun Limited entered into director
led administration on 6 February 2024 and on the same date, a
pre-pack sale of the business and certain assets was
completed.
Dr Cooley currently holds
355,000,000 Ordinary Shares, representing 12.21% of the Company's
issued Ordinary Share capital. In conjunction with his appointment,
Dr Cooley has been granted Options as set out above.
Mr
Peter Fraser
The following information regarding
the appointment of Peter Munro Fraser, aged 64, is disclosed under
Schedule 2(g) of the AIM Rules for Companies:
Current directorships and/or partnerships
|
Past
directorships and/or partnerships (within the last five
years)
|
Suilven Pty Ltd
(Australia)
|
Baron Partners Limited
(Australia)
|
Slioch Pty Ltd (Australia)
|
Baron Nominees Pty Limited
(Australia)
|
In conjunction with his appointment,
Mr Fraser has also been granted Options as aet out
above.
Dr
Anthony Sive
The following information regarding
the appointment of Dr Anthony Wyndham Mandy
Sive, aged 65, is disclosed under Schedule 2(g) of the AIM Rules
for Companies:
Current directorships and/or partnerships
|
Past
directorships and/or partnerships (within the last five
years)
|
Cloud Hill Investments Pty Ltd
(Australia)
|
Akabar Just Go Pty Ltd
(Australia)
|
|
Steel Reinforcement Institute of
Australia
|
In conjunction with his appointment,
Dr Sive has been granted Options as set out above.
Save as set out above there are no
further disclosures pursuant to Rule 17 or Schedule Two paragraph
(g) of the AIM Rules for Companies in respect of the appointment of
Dr Graham Cooley, Peter Fraser and Dr Anthony Sive.
For
further information contact:
CAP-XX Limited
Pat Elliott
(Chairman)
+61 (2) 9420 0690
Lars Stegmann (Chief Executive
Officer)
Allenby Capital (Nominated Adviser and Joint
Broker)
David Hart / Piers Shimwell
(Corporate Finance)
+44 (0) 20 3328 5656
Tony Quirke / Stefano Aquilino
(Sales and Corporate Broking)
Notes to Editors:
CAP-XX (LSE: CPX) is a leader in the
design and manufacture of thin, flat supercapacitors and energy
management systems used in portable and small-scale electronic
devices, and to an increasing extent, in larger applications such
as automotive and renewable energy. The unique feature of CAP-XX
supercapacitors is their very high power density and high energy
storage capacity in a space-efficient prismatic package. These
attributes are essential in power-hungry consumer and industrial
electronics, and deliver similar benefits in automotive and other
transportation applications. For more information about CAP-XX,
visit www.cap-xx.com
Notification and public disclosure of transactions by persons
discharging managerial responsibilities and persons closely
associated with them.
1.
|
Details of the person discharging managerial responsibilities
/ person closely associated
|
a)
|
Name
|
1) Lars Stegmann
2) Peter Fraser
3) Dr Anthony Sive
4) Steen Feldskov
5) Dr Graham Cooley
6) Patrick Elliott
|
2.
|
Reason for the Notification
|
a)
|
Position/status
|
1) Chief Executive Officer
2) Non-Executive Director
3) Non-Executive Director
4) Non-Executive Director
5) Non-Executive Director
6) Chairman
|
b)
|
Initial
notification/Amendment
|
Initial Notification
|
3.
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
a)
|
Name
|
CAP-XX Limited
|
b)
|
LEI
|
213800HECUSIYXH3WN26
|
4.
|
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
|
a)
|
Description of the Financial
instrument, type of instrument
|
Ordinary shares of no par value
each
|
Identification code
|
ISIN: AU0000XINAS1
|
b)
|
Nature of the transaction
|
Grant of options
|
c)
|
Price(s) and volume(s)
|
Exercise Price(s)
|
Volume(s)
|
1) 0.08 pence per share
|
80,000,000
|
2) 0.08 pence per share
|
10,000,000
|
3) 0.08 pence per share
|
10,000,000
|
4) 0.08 pence per share
|
10,000,000
|
5) 0.08 pence per share
|
10,000,000
|
6) 0.08 pence per share
|
10,000,000
|
|
d)
|
Aggregated information:
-Aggregated volume
-Price
|
n/a
|
e)
|
Date of the transaction
|
17 June 2024
|
f)
|
Place of the transaction
|
Outside of a trading venue
|