REG - CAP-XX Limited - Board Changes and Grant of Share Options

CAP-XXAnnouncement

18/06/2024 07:00

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RNS Number : 7825S  CAP-XX Limited  18 June 2024

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 (http://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:                                      n/a

     -Aggregated volume

     -Price
 e)  Date of the transaction                                      17 June 2024
 f)  Place of the transaction                                     Outside of a trading venue

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

 

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