REG - AFC Energy Plc - REX Retail Offer

AFC EnergyAnnouncement

10/06/2024 17:15

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20240610:nRSJ8591Ra&default-theme=true

RNS Number : 8591R  AFC Energy Plc  10 June 2024

THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE INFORMATION CONTAINED
HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, OR INTO OR WITHIN THE UNITED
STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR  THE REPUBLIC OF SOUTH AFRICA
OR ANY OTHER JURISDICTION WHERE, OR TO ANY OTHER PERSON TO WHOM, TO DO SO
MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION.
PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

 

THE COMMUNICATION OF THIS ANNOUNCEMENT AND ANY OTHER DOCUMENTS OR MATERIALS
RELATING TO THE REX RETAIL OFFER AS A FINANCIAL PROMOTION IS ONLY BEING MADE
TO, AND MAY ONLY BE ACTED UPON BY, THOSE PERSONS IN THE UNITED KINGDOM FALLING
WITHIN ARTICLE 43 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005, AS AMENDED (WHICH INCLUDES AN EXISTING MEMBER OF AFC
ENERGY PLC).  ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS
ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO SUCH PERSONS AND WILL BE ENGAGED IN
ONLY WITH SUCH PERSONS. THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY,
AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR
ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY
SECURITIES OF AFC ENERGY PLC

 

 

10 June 2024

 

AFC Energy PLC

 

("AFC Energy" or the "Company")

 

REX Retail Offer

 

AFC Energy (AIM: AFC), a leading provider of hydrogen power generation
technologies, is pleased to announce an offer to its existing retail
investors (the "REX Retail Offer") of up to £2.0 million of new ordinary
shares of 0.1 pence each ("Ordinary Shares") in the capital of the Company
(the "REX Retail Offer Shares"). The price of a REX Retail Offer Share is 15
pence (the "Issue Price").

 

In addition to the REX Retail Offer, the Company is also conducting a placing
(the "Placing") (incorporating a firm placing and a conditional placing) of
new Ordinary Shares (the "Firm Placing Shares" and the "Conditional Placing
Shares") to institutional investors by way of a bookbuild process (the
"Bookbuilding Process"), and a direct subscription (the "Subscription") for
new Ordinary Shares ("Subscription Shares" and together with the Firm Placing
Shares, the Conditional Placing Shares and REX Retail Offer Shares (the "New
Ordinary Shares")) at the Issue Price.

 

A separate announcement has been made regarding the Placing and the
Subscription ("Launch Announcement"). For the avoidance of doubt, the REX
Retail Offer is not part of the Placing. Terms defined in the Launch
Announcement shall have the same meaning in this announcement unless the
context otherwise requires.

 

Completion of the REX Retail Offer is conditional, inter alia, upon the
completion of the Placing and the Subscription and the REX Retail Offer Shares
being admitted to trading on AIM, a market operated by the London Stock
Exchange plc ("Admission"). Admission of the Firm Placing Shares is expected
to take place at 8.00 a.m. on 13 June 2024 and Admission of the Conditional
Placing Shares (including the REX Retail Offer Shares) is expected to take
place, conditional on, inter alia, the passing of the Resolutions at the
General Meeting, at 8.00 a.m. on 1 July 2024.

 

REX Retail Offer

 

The Company values its retail shareholder base and believes that it is
appropriate to provide its existing retail shareholders in the United Kingdom
the opportunity to participate in the REX Retail Offer via participating
financial intermediaries.

 

Therefore, the Company is making the REX Retail Offer open to eligible
investors in the United Kingdom following release of this announcement.

 

The REX Retail Offer is expected to close at 5.00 p.m. on 11 June 2024.
Eligible investors should note that financial intermediaries may have earlier
closing times. The Company may, in its absolute discretion, extend the closing
time and/or date of the REX Retail Offer.

 

At the time of this announcement the following intermediaries have confirmed
their participation in the REX Retail Offer:

 

·    AJ Bell

·    Hargreaves Lansdown

·    interactive investor

 

Other retail brokers or wealth managers wishing to participate in the REX
Retail Offer on behalf of existing retail shareholders should contact
info@rexretail.com.

 

To be eligible to participate in the REX Retail Offer, applicants must be a
customer of a participating intermediary and, as at the date hereof, must be a
shareholder in the Company.

 

Eligible investors wishing to subscribe for REX Retail Offer Shares should
contact their broker or wealth manager who will confirm if they are
participating in the REX Retail Offer.

 

There is a minimum subscription of £50 per investor. The terms and conditions
on which investors subscribe will be provided by the relevant financial
intermediaries including relevant commission or fee charges.

 

The Company reserves the right to scale back any order under the REX Retail
Offer at its discretion. The Company reserves the right to reject any
application for subscription under the REX Retail Offer without giving any
reason for such rejection.

 

It is vital to note that once an application for REX Retail Offer Shares has
been made and accepted via an intermediary, it cannot be withdrawn.

 

The New Ordinary Shares will, when issued, be credited as fully paid and will
rank pari passu in all respects with existing Ordinary Shares including the
right to receive all dividends and other distributions declared, made or paid
after their date of issue.

 

It is a term of the REX Retail Offer that the total value of the REX Retail
Offer Shares available for subscription at the Issue Price does not exceed
£2.0 million.

 

The REX Retail Offer is offered in the United Kingdom under the exemption from
the requirement to publish a prospectus in section 86(1)(e) of FSMA. As such,
there is no need for publication of a prospectus pursuant to the Prospectus
Regulation Rules of the Financial Conduct Authority, or for approval of the
same by the Financial Conduct Authority. The REX Retail Offer is not being
made into any jurisdiction other than the United Kingdom.

 

No offering document, prospectus or admission document has been or will be
prepared or submitted to be approved by the Financial Conduct Authority (or
any other authority) in relation to the REX Retail Offer, and investors'
commitments will be made solely on the basis of the information contained in
this announcement and information that has been published by or on behalf of
the Company prior to the date of this announcement by notification to a
Regulatory Information Service in accordance with the Financial Conduct
Authority's Disclosure Guidance and Transparency Rules, the Market Abuse
Regulation (EU Regulation No. 596/2014) ("MAR") and MAR as it forms part of
United Kingdom law by virtue of the European Union (Withdrawal) Act 2018 (as
amended).

 

Investors should make their own investigations into the merits of an
investment in the Company. Nothing in this announcement amounts to a
recommendation to invest in the Company or amounts to investment, taxation or
legal advice.

 

It should be noted that a subscription for REX Retail Offer Shares and
investment in the Company carries a number of risks. Investors should take
independent advice from a person experienced in advising on investment in
securities such as the REX Retail Offer Shares if they are in any doubt.

 

An investment in the Company will place capital at risk. The value of
investments, and any income, can go down as well as up, so investors could get
back less than the amount invested.

 

Neither past performance nor any forecasts should be considered a reliable
indicator of future results.

 

Enquiries:

 

 AFC Energy PLC                               +44 (0) 14 8327 6726

 Adam Bond (CEO)

 Peter Dixon-Clarke (CFO)

 REX Retail                                   Info@rexretail.com

 FTI Consulting - Financial PR Advisors       +44 (0) 203 727 1000
 Ben Brewerton / Nick Hennis / Tilly Abraham  afcenergy@fticonsulting.com (mailto:afcenergy@fticonsulting.com)

 

Further information on the Company can be found on its website at
https://www.afcenergy.com/.

 

The Company's LEI is 213800SRJST19GNS9U35.

 

This announcement should be read in its entirety. In particular, the
information in the "Important Notices" section of the announcement should be
read and understood.

 

Important Notices

 

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN OR INTO OR FROM THE UNITED STATES (INCLUDING ITS TERRITORIES
AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA
(THE "UNITED STATES" OR "US")), AUSTRALIA, CANADA, , JAPAN ORSOUTH 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 offer of the securities referred to herein is being made
in any such jurisdiction.

No action has been taken by the Company, Peel Hunt or any of their respective
affiliates, or any person acting on its or their behalf that would permit an
offer of the REX Retail Offer Shares or possession or distribution of this
announcement or any other offering or publicity material relating to such REX
Retail Offer Shares in any jurisdiction where action for that purpose is
required. Persons into whose possession this announcement comes are required
by the Company and Peel Hunt to inform themselves about, and to observe, such
restrictions.

The REX Retail Offer Shares have not been and will not be registered under the
US Securities Act of 1933, as amended (the "US 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 outside of the United States only 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. The REX Retail Offer has not
been approved or disapproved by the United States 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 Proposed Fundraising, 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
REX Retail Offer Shares and the REX Retail Offer 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 REX Retail Offer 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 and forecasts 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 and forecasts. No representation or warranty
is made as to the achievement or reasonableness of, and no reliance should be
placed on, such forward-looking statements and forecasts. The forward-looking
statements and (if any) forecasts contained in this announcement speak only as
of the date of this announcement. The Company, its directors, Peel Hunt or
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 and forecasts, 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.

REX is a proprietary technology platform owned and operated by Peel Hunt LLP
(registered address at 7th Floor, 100 Liverpool Street, London EC2M 2AT; FRN
530083). Peel Hunt LLP ("Peel Hunt") is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting exclusively for the
Company and for no-one else and will not regard any other person (whether or
not a recipient of this announcement) as its client in relation to the REX
Retail Offer and will not be responsible to anyone other than the Company for
providing the protections afforded to its clients, nor for providing advice in
connection with the REX Retail Offer, Admission and the other arrangements
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 Peel Hunt or by any of its affiliates or any person acting on its
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 REX Retail Offer. Any
indication in this announcement of the price at which the 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 REX Retail Offer 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.

 

The information in this announcement is for background purposes only and does
not purport to be full or complete. None of Peel Hunt or any of its
affiliates, accepts any responsibility or liability whatsoever for, or makes
any representation or warranty, express or implied, as to this announcement,
including the truth, accuracy or completeness of the information in this
announcement (or whether any information has been omitted from the
announcement) or any other information relating to the Company or associated
companies, whether written, oral or in a visual or electronic form, and
howsoever transmitted or made available or for any loss howsoever arising from
any use of the announcement or its contents or otherwise arising in connection
therewith. Peel Hunt and its affiliates, accordingly disclaim all and any
liability whether arising in tort, contract or otherwise which they might
otherwise be found to have in respect of this announcement or its contents or
otherwise arising in connection therewith.

The REX Retail Offer Shares to be issued or sold pursuant to the REX Retail
Offer will not be admitted to trading on any stock exchange other than the AIM
market of the London Stock Exchange.

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.
The REX Retail Offer Shares to be issued or sold pursuant to the REX Retail
Offer will not be admitted to trading on any stock exchange other than the
London Stock Exchange.

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.

It is further noted that the REX Retail Offer is only open to investors in the
United Kingdom who fall within Article 43 of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended (which includes
an existing member of the Company).

 

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  IOEFMMFTMTMBBFI