- Manufacturing expanded to 5GW per annum by 2024
- Results of Capital Raise and Notice of General Meeting
ITM Power (ITM.L) said Thursday that it raised 250 million pounds sterling ($342.1 million) via a non-pre-emptive placing to expand its manufacturing capacity amid higher demand for large-scale green hydrogen projects.
Press Release and information below:
On 14 October 2021, ITM Power plc (AIM: ITM), the energy storage and clean fuel company, announced the launch of a placing (the “Placing”) by way of an accelerated bookbuild (the “Launch Announcement”) by Investec Bank plc (”Investec”) and Merrill Lynch International (“BofA Securities”). The Placing has now closed.
The Company is pleased to announce that the Placing was oversubscribed, and that it has conditionally placed 57,495,000 Placing Shares with institutional investors and certain directors at a price of 400 pence per New Share (the “Issue Price“). In conjunction with the Placing, Linde and a member of the senior management have subscribed for 5,005,000 new ordinary shares (the “Subscription Shares”, and together with the Placing Shares, the “New Shares”) in the capital of the Company (the “Subscription” and together with the Placing, the “Capital Raise”). The total gross proceeds of such Director and management participation will be approximately £0.5 million.
The total gross proceeds from the Capital Raise will be, approximately £250 million. The New Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing issued Ordinary Shares. The New Shares being issued represent approximately 11.4 per cent of the existing issued ordinary share capital of the Company prior to the Capital Raise.
Application will be made to the London Stock Exchange for the New Shares to be admitted to trading on AIM (“Admission“). It is expected that Admission will take place at 8.00 a.m. on 4 November 2021 (or such date as may be agreed between the Company and Investec, being no later than 8.00 a.m. on 18 November 2021).
The Capital Raise is conditional upon, amongst other things, shareholder approval and Admission becoming effective. The Placing is also conditional on the Placing Agreement not being terminated in accordance with its terms.
Following Admission, the total number of ordinary shares in issue in the Company will be 613,158,155. The Company holds no shares in treasury, and therefore the total number of voting rights in the Company will be 613,158,155 following Admission, and this figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA’s Disclosure Guidance and Transparency Rules.
Capitalised terms used in this announcement (“Announcement“) have the meanings given to them in the Launch Announcement, unless the context provides otherwise.
Directors participation in the Capital Raise
The following Directors have subscribed for New Shares for an aggregate amount of £0.5 million as set out below:
| Name | Role | Existing Shares | Number of New Shares | Resultant holding | Resultant holding on Admission (%) |
| Dr. Graham Cooley | Chief Executive Officer | 706,382 | 62,500 | 768,882 | 0.13% |
| Dr. Simon Bourne | Chief Technology Officer | 79,767 | 12,500 | 92,267 | 0.02% |
| Dr. Rachel Smith | Services Director | 70,461 | 12,500 | 82,961 | 0.01% |
| Andy Allen | Chief Finance Officer | 47,156 | 18,750 | 65,906 | 0.01% |
| Sir Roger Bone | Chairman | 279,986 | 6,250 | 286,236 | 0.05% |
| Martin Green | Non-Executive Director | 55,319 | 9,000 | 64,319 | 0.01% |
| Katherine Roe | Non-Executive Director | 7,659 | 5,000 | 12,659 | 0.00% |
Circular and General Meeting
Completion of the Capital Raise is conditional upon, inter alia, the approval by Shareholders of certain resolutions to be proposed at a general meeting of the Group (the “General Meeting“). Notice of the General Meeting will be set out in the Circular. The General Meeting will be held at 10:00 a.m. on 3 November 2021.
The health of the Company’s employees, Shareholders and stakeholders is of extreme importance to the Company. In view the COVID-19 pandemic and provisions of The Corporate Insolvency and Governance Act 2021 and associated legislation, which have permitted greater flexibility regarding the manner in which companies can hold general meetings, the General Meeting will not be held at a physical venue.
However, in order to ensure that Shareholders are able to follow the proceedings of the General Meeting, the Company will provide access to an online audio and presentation link, accessible via the online Investor Meet Company platform. Shareholders that wish to attend the General Meeting should register for the event in advance via the following link: https://www.investormeetcompany.com/itm-power-plc/register-investor. The online presentation link will be opened on or around the 14 October 2021. However, please note that Shareholders will not be able to vote at the General Meeting via the online presentation link.
Shareholders are therefore requested to submit their votes in respect of the business to be considered at the General Meeting via proxy as early as possible. Shareholders should appoint the Chair of the General Meeting as their proxy. Under the current meeting arrangements, if a Shareholder appoints someone else as their proxy, that proxy will not be able to attend the AGM in person or cast the Shareholder’s vote. All resolutions at the General Meeting will be decided on a poll.
The Board will continue to monitor the COVID-19 situation as it evolves (including the UK Government’s measures in response to it) and, if the situation or applicable restrictions change in advance of the General Meeting such that the Board determines that it is safe to make alternative arrangements for the General Meeting, it will announce these via RNS and the Company’s website: https://www.itm-power.com/investor-news.
PLACING STATISTICS
| Issue Price per New Share | 400 pence |
| Number of Existing Shares in issue at the date of this Announcement(1)
|
550,658,155 |
| Number of New Shares to be issued by the Company pursuant to the Capital Raise | 62,500,000 |
| Estimated gross proceeds (before expenses) of the Capital Raise | £250 million |
| Estimated net proceeds (after expenses) receivable by the Company after expenses associated with the Capital Raise | £242 million |
| Percentage of Enlarged Share Capital represented by the New Shares | 10.2 per cent. |
| Expected market capitalisation of the Company at the Offer Price upon Admission | £2,453 million |
| Notes:
1. No Shares are held in treasury. 2. Assuming that no Shares are issued as a result of the exercise of any options or vesting of awards under any Employee Share Schemes between 14 October 2021, being the Latest Practicable Date, and the completion of the Placing. |
|
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
| Publication of the Offering Document | 15 October 2021 |
| Announcement of the results of the Capital Raise | 15 October 2021 |
| Publication of the Circular, Notice of General Meeting and Forms of Proxy | 15 October 2021
|
| Latest time and date for receipt of Forms of Proxy
|
10:00 a.m. on 1 November 2021 |
| General Meeting
|
10:00 a.m. on 3 November 2021 |
| Announcement of the results of the General Meeting | 3 November 2021
|
| Admission and commencement of dealings in New Shares | by 8.00 a.m. on 4 November 2021 |
| New Shares credited to CREST accounts (uncertificated holders only) | on 4 November 2021 |
| Expected despatch of definitive share certificates (where applicable) | Within 10 business days of Admission |
| Notes:
1. References to times in this timetable are to London time, unless otherwise stated. 2. The times and dates set out in the expected timetable of principal events above and mentioned throughout this document may be adjusted by the Group in consultation with the Banks, in which event details of the new times and dates will be notified to the London Stock Exchange. 3. The admission and commencement of dealings in the New Shares on AIM are conditional on, inter alia, the passing of the Resolutions at the General Meeting. |
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