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Doosan/Hyundai Develop Ceres Fuel Cell Technology and Company Announces £181mln Successful Fundraising

By March 18, 2021 5   min read  (959 words)

March 18, 2021 |

Ceres Power Fully Charged Main
  • Half of £181mln Successful Fundraising raised from Bosch and Weichai
  • Doosan Fuel Cell has signed a memorandum of understanding (MOU) with Korea Shipbuilding & Offshore Engineering, a shipbuilding division of Hyundai Heavy Industries, to jointly develop a solid oxide fuel cell (SOFC) system that provides cleaner power for ships
  • This system will be based on Ceres’ proprietary SOFC stack technology
  • Marine applications could represent a significant expansion of Doosan’s future SOFC business, in addition to its established stationary power market

Horsham, UK: Ceres Power Holdings plc (“Ceres”, the “Company”) (AIM:CWR), a global leader in fuel cell and electrochemical technology, and Doosan Fuel Cell Co. Ltd (“Doosan”) announced a strategic collaboration and licence agreements in October 2020, with a commitment to build a 50MW facility initially for the mass manufacture under licence of Ceres’ fuel cell stacks in South Korea.

Today, Doosan announces that it has signed an MOU for the joint development of a megawatt class SOFC system for eco-friendly marine propulsion and power generation with Korea Shipbuilding & Offshore Engineering, a division of the world’s largest shipbuilding company Hyundai Heavy Industries. 

 Doosan will design and manufacture the system for ships utilising Ceres’ SOFC technology, evaluating stability and developing system control technology. Korea Shipbuilding & Offshore Engineering will lead on designing the fuel cell arrangements specific to the marine environment and developing ship-linked system control technology.  The two companies will conduct joint research and development in the shipbuilding and offshore fields for marine demonstration in the future.

This announcement continues the expansion of Doosan’s business into the marine market and reflects the wider growth of Ceres’ technology into new markets, a key driver of the fundraising completed this morning totalling £181 million in new growth capital.  Shipping today accounts for over 2% of global greenhouse gas emissions and SOFC is one of the most promising clean energy technologies to support the 50% reduction in emissions by 2050, from 2008 levels, mandated by The International Maritime Organization.

Results of Fundraise

 On 17 March 2021, Ceres Power Holdings plc, a global leader in fuel cell and electrochemical technology, announced the launch of a fundraise comprising a Placing by way of an accelerated bookbuild by Investec and Berenberg, a Retail Offer by PrimaryBid, a subscription by Robert Bosch and certain Directors of the Company and a conditional subscription by Weichai (together, the “Fundraise” and the announcement the “Fundraising Announcement”). The Fundraise has now closed.

 Capitalised terms used in this announcement (this “Announcement”) have the meanings given to them in the Fundraising Announcement, unless the context provides otherwise.

Following strong investor demand, a total of 8,916,745 Placing Shares have been conditionally placed by Investec and Berenberg at a price of £10.60 per share (the “Placing Price”), raising gross proceeds of approximately £181 million for the Company. The Placing Price represents a discount of 4.3% to the closing price on 17 March 2021.

In conjunction with the Placing, Bosch and certain Directors of the Company have agreed to subscribe for 3,649,150 and 24,376 shares respectively, in aggregate 3,673,526 new ordinary shares of 10 pence each in the capital of the Company (the “Bosch and Director Subscription Shares”) at the Placing Price (the “ Bosch and Director Subscription“), and Weichai has agreed to conditionally subscribe (the “Weichai Subscription”) (together, the “Subscriptions”) for 4,099,951 new ordinary shares of 10 pence each in the capital of the Company (the “Weichai Subscription Shares”) (together, the “Subscription Shares”).

In addition, investors in the separate retail offer made by the Company via the PrimaryBid platform (the “Retail Offer”) have subscribed for a total of 377,358 new ordinary shares of 10 pence each in the capital of the Company (the “Retail Shares”) at the Placing Price.

 In aggregate, 17,067,580 new ordinary shares of 10 pence each in the Company, including the Weichai Subscription Shares, have been or will be issued pursuant to the Fundraise raising total gross proceeds of approximately £181 million for the Company. The Fundraising Shares issued or to be issued pursuant to the Fundraise represent approximately 9.9 per cent of the existing issued ordinary share capital of the Company.

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

Application has been made for the Placing Shares, the Retail Shares and the Bosch and Director Subscription Shares to be admitted to trading on AIM (“Admission”). Admission and settlement is expected to take place on or before 8.00 a.m. on 22 March 2021.

The Placing, the Bosch and Director Subscription and the Retail Offer are conditional upon, inter alia, Admission becoming effective and the Placing Agreement becoming unconditional and not being terminated in accordance with its terms prior to Admission.

The Weichai Subscription is conditional upon satisfaction of certain provincial PRC governmental approvals (the “Regulatory Approval Condition”). The Weichai Subscription will complete five business days after satisfaction of the Regulatory Approval Condition and therefore no shares will be issued to Weichai at the time of Admission. The timing for completion of the Weichai Subscription will depend on when the Regulatory Approval Condition is satisfied. If the Regulatory Approval Condition is not satisfied by 31 May 2021 the subscription agreement with respect to the Weichai Subscription will not become unconditional and the proposed subscription by Weichai will not proceed.

Separate application to the London Stock Exchange will be made for the Wechai Subscription Shares to be admitted to trading on AIM. Admission of the Weichai Subscription Shares is expected to take place, and dealings on AIM are expected to commence, by 8.00 a.m. on 9 June 2021.

In the event that the subscription by Weichai does not proceed, the total gross proceeds raised by the Company will be approximately £43 million less (i.e. approximately £137 million) and the Fundraising Shares will represent approximately 7.5 per cent. of the Company’s existing issued share capital.

 

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