REG - AFC Energy Plc - Results of Oversubscribed Placing & Subscription
11/06/2024 07:00
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RNS Number : 9406R AFC Energy Plc 11 June 2024
THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE INFORMATION CONTAINED
HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,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, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR IN OR
INTO ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OR
BREACH OF ANY APPLICABLE LAW OR REGULATION.
FURTHER, THIS ANNOUNCEMENT IS MADE FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY
OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO
ANY PERSON SUBSCRIBE FOR OR OTHERWISE ACQUIRE SHARES IN AFC Energy PLC IN ANY
JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN ARTICLE 7 OF
REGULATION (EU) NO 596/2014 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL OF
16 APRIL 2014 ON MARKET ABUSE (MARKET ABUSE REGULATION) AS RETAINED AS PART OF
UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 AS AMENDED.
UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN.
11 June 2024
AFC Energy plc
("AFC Energy", the "Group" or the "Company")
Results of Oversubscribed Placing and Subscription
AFC Energy plc (AIM: AFC), a leading provider of hydrogen power generation
technologies, is pleased to announce that it has conditionally raised gross
proceeds of £13.8 million by way of an oversubscribed placing (incorporating
a Firm Placing and the Conditional Placing, together the "Placing") of New
Ordinary Shares in the Company (the "Placing Shares") and a direct
subscription with certain directors of the Company (the "Subscription
Shares") (the "Subscription").
In addition to the Placing and Subscription, the Company has also announced a
proposed financing on the "REX" platform to existing retail investors at the
Issue Price (the "REX Retail Offer", together with the Placing and
Subscription is the "Fundraising") to raise up to £2.0 million.
The new Ordinary Shares to be allotted pursuant to the Fundraising are to be
issued at an issue price of 15 pence per share (the "Issue Price").
Details of the Placing and Subscription
The Company confirms that it has successfully placed a total of 91,279,000
Placing Shares at the Issue Price comprising 74,074,964 Firm Placing Shares
and 17,204,036 Conditional Placing Shares, resulting in gross proceeds of
£13.7 million.
Gary Bullard, Adam Bond, Peter Dixon-Clarke and Monika Biddulph (together, the
"Subscriber Directors") have agreed to subscribe for an aggregate of 666,666
Subscription Shares at the Issue Price, raising gross proceeds of £0.1
million.
The 74,074,964 Firm Placing Shares and 666,666 Subscription Shares will be
issued and allotted under the Company's existing share capital authorities.
The 17,204,036 Conditional Placing Shares and such number of REX Retail
Offer Shares that are subscribed for will be issued and allotted conditional
on shareholder approval at the General Meeting expected to be convened on 28
June 2024. The Company expects to post the circular, including the notice of
General Meeting in the coming days.
The Firm Placing Shares, the Conditional Placing Shares and Subscription
Shares represent 12.3 per cent. of the issued ordinary share capital of the
Company prior to the Fundraising. The Issue Price represents a discount of
approximately 26.8 per cent. to the closing mid-market price on 7 June 2024.
Up to a further 13,333,333 REX Retail Offer Shares may be issued pursuant to
the REX Retail Offer. No part of the Fundraising is being underwritten.
The Conditional Placing and the REX Retail Offer are conditional on, amongst
other matters, the passing of the Fundraising Resolutions at the General
Meeting. The Placing is also conditional upon the Placing Agreement between
the Company, Peel Hunt and Zeus becoming unconditional and not being
terminated in accordance with its terms.
Settlement and Admission
The Placing Shares, Subscription Shares and REX Retail Shares will, when
issued, be credited as fully paid and will be issued subject to the Company's
articles of association and will rank pari passu in all respects with the
existing issued ordinary shares in the capital of the Company, including the
right to receive all dividends and other distributions declared, made or paid
on or in respect of such shares by reference to a record date falling after
their issue. Application will be made to the London Stock Exchange for the
Placing Shares, the Subscription Shares and the REX Retail Offer Shares to be
admitted to trading on AIM ("Admission").
It is expected that Admission of the Firm Placing Shares and Subscription
Shares will occur at 8.00 a.m. on 13 June 2024 ("First Admission"). Subject
to the passing of the Fundraising Resolutions, it is expected that Admission
of the Conditional Placing Shares and such number of the REX Retail Offer
Shares as are subscribed for will occur at 8.00 a.m. on or around 1 July 2024
("Second Admission").
General Meeting
The Circular containing a notice convening the General Meeting will be posted
to shareholders over the coming days. The General Meeting to be convened on
28 June 2024. Further details will be set out in the Circular.
A further announcement will confirm the posting date, other key dates in
connection with the Fundraising and the availability of the Circular on the
Company's website.
Related Party Transactions
As certain directors of the Company, being the Subscribing Directors, are
considered to be "related parties" as defined under the AIM Rules, their
participation in the Subscription constitutes a related party transaction for
the purposes of Rule 13 of the AIM Rules.
Further details of the Subscription are set out below and at the end of this
announcement:
Director Title Number of Subscription Shares
Gary Bullard Chair and Non-Executive Director 266,667
Adam Bond Chief Executive Officer 266,667
Peter Dixon-Clarke Chief Financial Officer 66,666
Monika Biddulph Non-Executive Director 66,666
Aggregate Subscription 666,666
As such, Gerry Agnew and Duncan Neale, who are not participating in the
Fundraising and are therefore considered to be independent for the purposes of
the Subscription consider, having consulted with the Company's Nominated
Adviser, Peel Hunt, that the terms of the Subscription are fair and reasonable
insofar as the Company's shareholders are concerned.
Total Voting Rights
Following First Admission, the Company's enlarged issued ordinary share
capital will be 822,220,437 ordinary shares, with no shares held in treasury.
This figure may be used by shareholders in the Company as the denominator for
the calculations by which they will determine if they are required to notify
their interest in, or a change in their interest in, the share capital of the
Company under the FCA's Disclosure Guidance and Transparency Rules.
Adam Bond, Chief Executive of AFC Energy, said:
"We are pleased to announce the successful completion of our oversubscribed
Placing and Subscription, subject to shareholder approval at the upcoming
General Meeting. I would like to thank all our existing and new shareholders
for supporting this raise and we welcome the participation of our retail
investors through the REX Retail Offer. We look forward to reporting on the
build out of our inventory and delivery of H-Power Generators into the field
as we continue our drive to displace diesel generators and be at the forefront
of the industry as the transition gains momentum."
Capitalised terms in this announcement shall, unless the context demands
otherwise, bear the meanings given to such terms in the announcement of the
Fundraising made via RNS on 10 June 2024 (RNS Number: 8584R).
For further information, please contact:
AFC Energy plc +44 (0) 14 8327 6726
Adam Bond (CEO)
Peter Dixon-Clarke (CFO)
Peel Hunt LLP - Nominated Adviser, Joint Broker and Joint Bookrunner +44 (0) 20 7148 8900
Richard Crichton / Georgia Langoulant (Investment Banking)
Sohail Akbar / Brian Hanratty (ECM)
Zeus - Joint Broker and Joint Bookrunner +44 (0) 203 829 5000
David Foreman / James Hornigold (Investment Banking)
Dominic King / Ben Robertson (ECM)
FTI Consulting - Financial PR Advisors +44 (0) 203 727 1000
Ben Brewerton / Nick Hennis / Tilly Abraham afcenergy@fticonsulting.com
About AFC Energy
AFC Energy is a leading provider of hydrogen energy solutions, to provide
clean electricity for on and off grid power applications. The Company's duel
cell technology is now deployable as electric vehicle chargers, off-grid
decentralised power systems for construction and temporary power with emerging
opportunities across maritime, data centres and rail as part of a portfolio
approach to the decarbonisation of society's growing electrification needs.
The Company's proprietary ammonia cracking technology further highlights
emerging opportunities across the distributed hydrogen production market with
a focus on hydrogen's role in supporting the decarbonisation of hard to abate
industries.
IMPORTANT NOTICES AND DISCLAIMER
THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE,
TRANSMISSION, FORWARDING 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, JAPAN OR SOUTH AFRICA
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 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,
Japan or South Africa 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.
No action has been taken by the Company, Peel Hunt, Zeus or any of their
respective affiliates, or any person acting on its or their behalf that would
permit an offer of the New Shares or possession or distribution of this
announcement or any other offering or publicity material relating to such New
Shares in any jurisdiction where action for that purpose is required. Persons
into whose possession this announcement comes are required by the Company,
Peel Hunt and Zeus to inform themselves about, and to observe, such
restrictions.
Persons needing advice should consult a qualified independent legal adviser,
business adviser, financial adviser or tax adviser for legal, business,
financial or tax advice.
The securities referred to herein have not been and will not be registered
under the US Securities Act of 1933, as amended (the "Securities Act"), or
with any securities regulatory authority of any State or other jurisdiction of
the United States, and may not be offered, sold or transferred, directly or
indirectly, in or into the United States except 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. Accordingly, the Placing Shares will
be offered and sold only outside of the United States in "offshore
transactions" (as such term is defined in Regulation S under the Securities
Act ("Regulation S")) pursuant to Regulation S and otherwise in accordance
with applicable laws pursuant to an exemption from, or in a transaction not
subject to, registration under the Securities Act. No public offering of the
New Shares will be made in the United States or elsewhere, other than the REX
Retail Offer Shares under the REX Retail Offer.
The Placing has not been approved or disapproved by the US Securities and
Exchange Commission, any state securities commission in the United States or
any US regulatory authority, nor have any of the foregoing authorities passed
upon or endorsed the merits of the Placing, or the accuracy or adequacy of
this announcement. Any representation to the contrary is a criminal offence in
the United States.
This announcement has not been approved by the London Stock Exchange.
The relevant clearances have not been, nor will they be, obtained from the
securities commission of any province or territory of Canada, 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 South Africa in relation to the
Placing Shares and the Placing Shares have not been, nor will they be,
registered under or offered in compliance with the securities laws of any
state, province or territory of Australia, Canada, Japan or South Africa.
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, Canada, Japan or South Africa or
any other jurisdiction in which such activities would be unlawful.
Certain statements contained in this announcement constitute "forward-looking
statements" with respect to the financial condition, results of operations and
businesses and plans of the Company and its subsidiaries from time to time
(the "Group"). Words such as "believes", "anticipates", "estimates",
"expects", "intends", "plans", "aims", "potential", "will", "would", "could",
"considered", "likely", "estimate" and variations of these words and similar
future or conditional expressions, are intended to identify forward-looking
statements but are not the exclusive means of identifying such statements.
These statements and forecasts involve risk and uncertainty because they
relate to events and depend upon future circumstances that have not occurred.
There are a number of factors that could cause actual results or developments
to differ materially from those expressed or implied by these forward-looking
statements and forecasts. As a result, the Group's actual financial condition,
results of operations and business and plans may differ materially from the
plans, goals and expectations expressed or implied by these forward-looking
statements. No representation or warranty is made as to the achievement or
reasonableness of, and no reliance should be placed on, such forward-looking
statements. The forward-looking statements contained in this announcement
speak only as of the date of this announcement. The Company, its directors,
Peel Hunt, Zeus and their respective affiliates and any person acting on its
or their behalf each expressly disclaim any obligation or undertaking to
update or revise publicly any forward-looking statements, whether as a result
of new information, future events or otherwise, unless required to do so by
applicable law or regulation or the London Stock Exchange.
Peel Hunt and Zeus are each authorised and regulated in the United Kingdom by
the FCA and are acting exclusively for the Company and no one else in
connection with the Placing, the contents of this announcement or any other
matters described in this announcement. Neither Peel Hunt nor Zeus will regard
any other person as its client in relation to the Placing, the content of this
announcement or any 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. The responsibility of
Peel Hunt, as the Company's nominated adviser, is owed solely to the London
Stock Exchange and is not owed to the Company or the Directors or any other
person.
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 either Peel Hunt or Zeus or by any of their 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 Fundraise. Any indication
in this announcement of the price at which Shares have been bought or sold in
the past cannot be relied upon as a guide to future performance. The price of
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
shares. Past performance is no guide to future performance. This announcement
does not identify or suggest, or purport to identify or suggest, the risks
(direct or indirect) that may be associated with an investment in the Placing
Shares. The contents of this announcement are not to be construed as legal,
business, financial or tax advice. Each investor or prospective investor
should consult their or its own legal adviser, business adviser, financial
adviser or tax adviser for legal, business, financial or tax advice.
No statement in this announcement is intended to be a profit forecast or
profit 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 for the current or future
financial 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.
Persons (including, without limitation, nominees and trustees) who have a
contractual or other legal obligation to forward a copy of this announcement
should seek appropriate advice before taking any action.
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.
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 Gary Bullard
2 Reason for the notification
a) Position/status Chair and Non-Executive Director
b) Initial notification /Amendment Initial Notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name AFC Energy PLC
b) LEI 213800SRJST19GNS9U35
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 0.1 pence each in the Company.
Identification code ISIN: GB00B18S7B29
b) Nature of the transaction Purchase of ordinary shares
c) Price(s) and volume(s)
Price(s) Volume(s)
15 pence 266,667
d) Aggregated information
- Aggregated volume 266,667
- Price 15 pence
e) Date of the transaction 11 June 2024
f) Place of the transaction London Stock Exchange, AIM
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Adam Bond
2 Reason for the notification
a) Position/status Chief Executive Officer
b) Initial notification /Amendment Initial Notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name AFC Energy PLC
b) LEI 213800SRJST19GNS9U35
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 0.1 pence each in the Company.
Identification code ISIN: GB00B18S7B29
b) Nature of the transaction Purchase of ordinary shares
c) Price(s) and volume(s)
Price(s) Volume(s)
15 pence 266,667
d) Aggregated information
- Aggregated volume 266,667
- Price 15 pence
e) Date of the transaction 11 June 2024
f) Place of the transaction London Stock Exchange, AIM
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Peter Dixon-Clarke
2 Reason for the notification
a) Position/status Chief Financial Officer
b) Initial notification /Amendment Initial Notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name AFC Energy PLC
b) LEI 213800SRJST19GNS9U35
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 0.1 pence each in the Company.
Identification code ISIN: GB00B18S7B29
b) Nature of the transaction Purchase of ordinary shares
c) Price(s) and volume(s)
Price(s) Volume(s)
15 pence 66,666
d) Aggregated information
- Aggregated volume 66,666
- Price 15 pence
e) Date of the transaction 11 June 2024
f) Place of the transaction London Stock Exchange, AIM
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Monika Biddulph
2 Reason for the notification
a) Position/status Non-Executive Director
b) Initial notification /Amendment Initial Notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name AFC Energy PLC
b) LEI 213800SRJST19GNS9U35
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 0.1 pence each in the Company.
Identification code ISIN: GB00B18S7B29
b) Nature of the transaction Purchase of ordinary shares
c) Price(s) and volume(s)
Price(s) Volume(s)
15 pence 66,666
d) Aggregated information
- Aggregated volume 66,666
- Price 15 pence
e) Date of the transaction 11 June 2024
f) Place of the transaction London Stock Exchange, AIM
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