Results of Placing, General Meeting and Open Offer
ITM Power is pleased to announce that, following the previous announcement of its non-pre-emptive placing and subscription (the “Fundraising”), it has placed 57,446,808 new ordinary shares of 5 pence (the “Placing Shares”) at a price of 235 pence per Placing Share (the “Issue Price”), raising approximately £135 million, and together with the £30 million Share Subscription by Snam, raising aggregate gross proceeds of approximately £165 million. In light of strong investor demand, the Placing size was increased by £15 million. The additional funds will be used to further accelerate the maximisation of manufacturing capacity and to invest in the Group’s operational capabilities.
The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing issued Ordinary Shares.
Application will be made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM (“Admission“). It is expected that Admission will take place at 8.00 a.m. on 12 November 2020 (or such date as may be agreed between the Company and Investec, being no later than 8.00 a.m. on 20 November 2020).
The Placing is conditional upon, amongst other things, Admission becoming effective. The Placing is also conditional on the Placing Agreement not being terminated in accordance with its terms.
Investec Bank plc (“Investec”) acted as sole bookrunner in relation to the Placing.
Dr Graham Cooley, CEO of the Group, said: “The growth of global markets for green hydrogen is accelerating fast. As a result of this successful fundraise, ITM Power is well positioned to build on its existing leadership and capitalise on this rapidly developing market. We are delighted with the results of the fundraise and thank our existing shareholders for their support and welcome our new investors.”
Directors’ and PDMR participation in the Placing
The following Directors and PDMRs participated in the Placing:
| Name | Existing shareholding | Number of Placing Shares acquired | Resultant shareholding | Resultant shareholding on Admission (%)* |
| Sir Roger Bone | 258,710 | 21,276 | 279,986 | 0.05 |
| Dr Graham Cooley | 600,000 | 106,382 | 706,382 | 0.13 |
| Andy Allen | 40,774 | 6,382 | 47,156 | 0.01 |
| Simon Bourne | 69,129 | 10,638 | 79,767 | 0.01 |
| Rachel Smith | 64,079 | 6,382 | 70,461 | 0.01 |
| Katherine Roe | Nil | 7,659 | 7,659 | 0.01 |
| Martin Green | 40,000 | 15,319 | 55,319 | 0.01 |
*assuming full take up of Open Offer shares
Open Offer
In addition, in order to provide shareholders of ITM Power (“Shareholders”) who have not taken part in the Placing with an opportunity to participate in the Fundraising on a pre-emptive basis, the Company will today make the Open Offer to Qualifying Shareholders on the terms and conditions set out in the Circular. The Open Offer provides all Qualifying Shareholders with the opportunity to subscribe at the Issue Price for an aggregate of up to 2,984,132 Open Offer Shares to raise up to approximately £7.0 million (before fees and expenses) for the Company, on the basis of:
1 Open Offer Share for every 160 Existing Ordinary Shares held as at the Record Date
The Open Offer is conditional on the Placing becoming or being declared unconditional in all respects and not being terminated before Admission. Accordingly, if the conditions to the Placing (including the passing of the Resolutions) are not satisfied or waived (where capable of waiver), the Open Offer will not proceed.
Qualifying Shareholders may also make applications in excess of their pro rata initial entitlement up to an amount equal to the total number of Open Offer Shares available under the Open Offer less an amount equal to such Qualifying Shareholder’s Open Offer entitlement.
Further details of the Open Offer and the terms and conditions on which it is being made, including the procedure for application and payment, are contained in the Circular, which shall be posted to Shareholders tomorrow. The Circular will also be available on the Company’s website: www.itm-power.com .
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