ITM Power raises £250M manufacturing expanded to 5GW per annum by 2024.
This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 (as it forms part of the laws of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018, as amended from time to time) (MAR), and is disclosed in accordance with the Company’s obligations under Article 17 of MAR.
ITM Power plc (AIM: ITM), the energy storage and clean fuel company, announced the launch of a placing (the “Placing”) by way of an accelerated bookbuild (the “Launch Announcement”) by Investec Bank plc (”Investec”) and Merrill Lynch International (“BofA Securities”). The Placing has now closed.
The Company announce that the Placing was oversubscribed, and that it has conditionally placed 57,495,000 Placing Shares with institutional investors and certain directors at a price of 400 pence per New Share (the “Issue Price”).
In conjunction with the Placing, Linde and a member of the senior management have subscribed for 5,005,000 new ordinary shares (the “Subscription Shares”, and together with the Placing Shares, the “New Shares”) in the capital of the Company (the “Subscription” and together with the Placing, the “Capital Raise”). The total gross proceeds of such Director and management participation will be approximately £0.5 million.
The total gross proceeds from the Capital Raise will be, approximately £250 million. The New Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing issued Ordinary Shares. The New Shares being issued represent approximately 11.4 per cent of the existing issued ordinary share capital of the Company prior to the Capital Raise.
Application will be made to the London Stock Exchange for the New Shares to be admitted to trading on AIM (“Admission”). It is expected that Admission will take place at 8.00 a.m. on 4 November 2021 (or such date as may be agreed between the Company and Investec, being no later than 8.00 a.m. on 18 November 2021).
The Capital Raise is conditional upon, amongst other things, shareholder approval and Admission becoming effective. The Placing is also conditional on the Placing Agreement not being terminated in accordance with its terms.
Following Admission, the total number of ordinary shares in issue in the Company will be 613,158,155.
The Company holds no shares in treasury, and therefore the total number of voting rights in the Company will be 613,158,155 following Admission, and 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 FCA’s Disclosure Guidance and Transparency Rules.
Capitalised terms used in this announcement (“Announcement”) have the meanings given to them in the Launch Announcement, unless the context provides otherwise.
Directors participation in the Capital Raise
The following Directors have subscribed for New Shares for an aggregate amount of £0.5 million as set out below:
Name | Role | Existing Shares | Number of New Shares | Resultant holding | Resultant holding on Admission (%) |
Dr. Graham Cooley | Chief Executive Officer | 706,382 | 62,500 | 768,882 | 0.13% |
Dr. Simon Bourne | Chief Technology Officer | 79,767 | 12,500 | 92,267 | 0.02% |
Dr. Rachel Smith | Services Director | 70,461 | 12,500 | 82,961 | 0.01% |
Andy Allen | Chief Finance Officer | 47,156 | 18,750 | 65,906 | 0.01% |
Sir Roger Bone | Chairman | 279,986 | 6,250 | 286,236 | 0.05% |
Martin Green | Non-Executive Director | 55,319 | 9,000 | 64,319 | 0.01% |
Katherine Roe | Non-Executive Director | 7,659 | 5,000 | 12,659 | 0.00% |
Circular and General Meeting
Completion of the Capital Raise is 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 3 November 2021.
The health of the Company’s employees, Shareholders and stakeholders is of extreme importance to the Company.
In view the COVID-19 pandemic and provisions of The Corporate Insolvency and Governance Act 2021 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 on or around the 14 October 2021. 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 Chair 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 AGM in person or cast the Shareholder’s vote. All resolutions at the General Meeting will be decided on a poll.
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/investor-news.
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ITM Power Raises £250m. Manufacturing expanded to 5GW per annum by 2024, October 15, 2021