TIDMITM
RNS Number : 2068S
ITM Power PLC
29 September 2017
The information contained in this announcement is inside
information for the purposes of article 7 of Regulation
596/2014.
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF
AMERICA, AUSTRALIA, CANADA, JAPAN, JERSEY OR SOUTH AFRICA OR ANY
OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS
ANNOUNCEMENT.
29 September 2017, 7.00 a.m.
ITM POWER PLC
PROPOSED PLACING OF NEW ORDINARY SHARES TO RAISE GBP25 MILLION
AND PROPOSED OPEN OFFER TO RAISE UP TO GBP4.4 MILLION
ITM Power plc (AIM: ITM) (ITM Power or the Company) is pleased
to announce its intention to raise GBP25 million (before expenses)
through a placing of 62,500,000 New Ordinary Shares of 5 pence each
in the capital of the Company (the Firm Placed Shares), with
certain existing and new institutional investors (the Firm
Placing). In addition the Company intends to raise up to c.GBP4.4
million through an open offer (the Open Offer) of 10,896,225 New
Ordinary Shares (the Open Offer Shares). The fundraising is
principally to provide working capital to support the delivery of
the contract backlog and opportunity pipeline.
Highlights of the Firm Placing and Open Offer
-- ITM Power intends to raise a total of up to c.GBP29.4 million
pursuant to the Firm Placing and Open Offer at a price of 40 pence
per New Ordinary Share (the Issue Price).
-- The Firm Placing is being conducted, subject to the
satisfaction of certain conditions, on the Company's behalf by
Investec Bank plc (Investec). The Firm Placing and the Open Offer
are not being underwritten by Investec.
-- The Issue Price represents a discount of approximately 5.3
per cent to the closing mid-market price of an Existing Ordinary
Share on 28 September 2017, the latest practicable date prior to
the publication of this announcement.
-- The Firm Placing and Open Offer are to be conditional on,
amongst other things, (i) the passing by the requisite majority of
Shareholders of resolutions to grant authorities to Directors to
allot further shares for cash on a non-pre-emptive basis; and (ii)
admission of the New Ordinary Shares to trading on AIM on or before
8.00 a.m. on 19 October 2017 (Admission).
-- The net proceeds of the Firm Placing and the Open Offer
(expected to be up to approximately GBP28.4 million) will be
utilised by the Company to provide working capital to support the
delivery of the contract backlog and opportunity pipeline, to move
to new larger facilities to increase annual production capacity, to
strengthen the Group's balance sheet, and to move toward achieving
positive cash flow and profitability within the medium term.
Graham Cooley, Chief Executive Officer of ITM Power plc,
said:
"We are delighted to disclose our c.GBP180 million opportunity
pipeline of highly qualified tenders, which sits behind our growing
backlog of contracted orders. This demonstrates significant
traction for ITM Power's products and the growing momentum in the
hydrogen energy market overall. The GBP25 million placing and up to
c.GBP4.4 million open offer considerably strengthens our balance
sheet and should provide enhanced confidence to our customers on
ITM Power's ability to deliver future orders at increased scale. It
should also enable us to unlock further efficiencies in our supply
chain. We look forward to updating the market as opportunities are
converted from pipeline to contracted sales, as we near our target
of positive cashflow generation."
Reasons for the Firm Placing and Open Offer
As at 19 September 2017, ITM Power had c.GBP20 million of
projects under contract and a further c.GBP16.7 million in the
later stages of negotiation (c.GBP36.7 million in total). In
addition, the Group has an opportunity pipeline of c.GBP180 million
of commercial sales, which consists of over 50 separate projects
across all three of the Group's end markets. For each of the
projects qualified within this figure, the Company has been engaged
to provide a written proposal, the client is understood to remain
actively interested in pursuing the project, and the Directors
believe the client has the financial means and the ambition to
implement the project in the medium term. The majority of these
projects provide for a portion of the project cost to be paid by
the client to the Company up front, with the corresponding balance
of the income typically received towards the end of the contract.
This results in a working capital shortfall during the middle and
later stages of the contract term, when cash is used in the build
phase as well as final commissioning and user testing.
The Directors intend to use the proceeds of the Firm Placing and
the Open Offer to:
-- provide working capital to support the delivery of the
contract backlog and opportunity pipeline;
-- move to new larger facilities which will consolidate the
Group's two current sites and is expected to facilitate annual
production capacity of c.300MW. In addition the Group would seek
the installation of an enlarged grid connection of up to 5MW, in
order to be able to test larger scale electrolysers;
-- strengthen the Group's balance sheet, to assist in meeting
tender requirements, in particular with regard to obtaining
improved upfront payment terms from customers and suppliers;
and
-- move toward achieving positive cash flow and profitability within the medium term.
Cash flow remains a key consideration for the Board, and the
presiding financial objective for ITM Power is the achievement of a
positive cash flow in the medium term. To manage working capital
demands and mitigate the impact of existing projects with cash
receipts towards the end of the contractual agreement, the Company
is seeking a move towards quoting for potential sales with upfront
payment terms, thus reducing the initial working capital outlay of
such commercial projects. On certain projects, working capital is
also enhanced through working with, and receiving support from,
partners on the development of electrolyser related technology.
Continued Product Development
The Directors' immediate objective in terms of product
development is to continue to focus on the scale up of proven
electrolysis equipment, targeting penetration of larger markets.
The Directors believe this approach to be a direct response to
market demand from sales enquiries, trade fairs and marketing
events. Product development, and in particular upscaling of product
offering, is proposed to be achieved through securing and utilising
project funding.
Details of the Firm Placing and Open Offer
Structure
The Directors have given careful consideration as to the
structure of the proposed fundraising and have concluded that the
Firm Placing and the Open Offer is the most suitable option
available to the Company and its Shareholders at this time.
It is intended that 62,500,000 Firm Placed Shares will be issued
through the Firm Placing at 40 pence per New Ordinary Share to
raise gross proceeds of GBP25 million. Up to 10,896,225 New
Ordinary Shares are proposed to be issued through the Open Offer at
40 pence per New Ordinary Share to raise gross proceeds of up to
approximately GBP4.4 million (assuming full take-up under the Open
Offer).
Principal terms of the Firm Placing
The Company is proposing to issue 62,500,000 Firm Placed Shares
pursuant to the Firm Placing. In accordance with the terms of the
Firm Placing and Open Offer Agreement, Investec has agreed to use
reasonable endeavours to procure placees for the Firm Placing
Shares at the Placing Price. Investec has, as agent for the
Company, conditionally placed, on the terms and subject to the
conditions contained in the placing letters to be sent to placees,
with institutional and other investors, the Firm Placed Shares at
the Issue Price to raise gross proceeds of approximately GBP25
million.
The Firm Placing is not being underwritten.
Dr. Graham Cooley, Robert Pendlebury, Peter Hargreaves and Sir
Roger Bone have each undertaken respectively to subscribe for, in
aggregate, 5,879,860 Firm Placed Shares in the Firm Placing at an
Issue Price of 40 pence, as set out below.
The Firm Placed Shares are not subject to clawback and are not
part of the Open Offer.
Under the Firm Placing and Open Offer Agreement, the Company has
agreed to pay to Investec a fixed sum together with a commission
based on the aggregate value of certain of the Firm Placed Shares
placed at the Issue Price and the costs and expenses of the Firm
Placing together with any applicable VAT.
Principal terms of the Open Offer
The Board considers it important that Qualifying Shareholders
have the opportunity to participate in the fundraising, and the
Directors have concluded that the Open Offer is the most suitable
option available to the Company and its Shareholders.
The Open Offer is intended to provide an opportunity for all
Qualifying Shareholders to participate in the fundraising by both
subscribing for their respective Basic Entitlements and by
subscribing for Excess Shares under the Excess Application
Facility, subject to availability.
Pursuant to the Open Offer, Qualifying Shareholders will be
given the opportunity to subscribe for 1 Open Offer Share for every
23 Existing Ordinary Shares held on the Record Date.
The Open Offer is proposed to raise gross proceeds of up to
approximately GBP4.4 million, assuming full take-up.
The Issue Price represents a 5.3 per cent. discount to the
Closing Price of 42.25 pence per Ordinary Share on the Latest
Practicable Date.
Basic Entitlement
Qualifying Shareholders are invited, on and subject to the terms
and conditions of the Open Offer, to apply for any number of Open
Offer Shares (subject to the limit on the number of Excess Shares
that can be applied for using the Excess Application Facility) at
the Issue Price. Qualifying Shareholders have a Basic Entitlement
of:
1 Open Offer Share for every 23 Existing Ordinary Shares
registered in the name of the relevant Qualifying Shareholder on
the Record Date.
Basic Entitlements under the Open Offer will be rounded down to
the nearest whole number and any fractional entitlements to Open
Offer Shares will be disregarded in calculating Basic Entitlements
and will be aggregated and made available to Qualifying
Shareholders under the Excess Application Facility.
The aggregate number of Open Offer Shares available for
subscription pursuant to the Open Offer will not exceed 10,896,225
New Ordinary Shares.
Allocations under the Open Offer
In the event that valid acceptances are not received in respect
of all of the Open Offer Shares under the Open Offer, unallocated
Open Offer Shares will be allotted to Qualifying Shareholders to
meet any valid applications under the Excess Application Facility
provided always that no Qualifying Shareholder shall be entitled to
receive in excess of such number of Open Offer Shares as would
bring their aggregate interest in the Company to more than the 29.9
per cent. Aggregate Limit.
Excess Application Facility
Subject to availability and assuming that Qualifying
Shareholders have accepted their Basic Entitlement in full, the
Excess Application Facility enables Qualifying Shareholders to
apply for any whole number of Excess Shares in addition to their
Basic Entitlement up to an amount equal to the total number of Open
Offer Shares available under the Open Offer less an amount equal to
a Qualifying Shareholder's Basic Entitlement, subject always to the
29.9 per cent. Aggregate Limit.
Conditionality
The Firm Placing and the Open Offer are to be conditional, among
other things, upon the following:
-- the passing, without amendment, of the Resolutions at the General Meeting;
-- Admission occurring by no later than 8.00 a.m. on 19 October
2017 (or such later time and/or date as may be agreed between the
Company and Investec, being no later than 8.00 a.m. on 31 October
2017); and
-- the Firm Placing and Open Offer Agreement becoming
unconditional in all respects (save for the condition relating to
Admission) and not having been terminated in accordance with its
terms.
If the conditions set out above are not satisfied or waived
(where capable of waiver), the Firm Placing and the Open Offer will
lapse; and
(a) the Firm Placed Shares will not be issued and all monies
received from investors in respect of the Firm Placed Shares will
be returned to them (at the investors' risk and without interest)
as soon as possible thereafter; and
(b) any Basic Entitlements and Excess CREST Open Offer
Entitlements admitted to CREST will, after that time and date, be
disabled and application monies under the Open Offer will be
refunded to the applicants, by cheque (at the applicant's risk) in
the case of Qualifying Non-CREST Shareholders and by way of a CREST
payment in the case of Qualifying CREST Shareholders, without
interest, as soon as practicable thereafter.
Application for Admission
Application will be made to the London Stock Exchange for the
New Ordinary Shares to be admitted to trading on AIM. Admission is
expected to take place, and dealings on AIM are expected to
commence, at 8.00 a.m. on 19 October 2017 (or such later time
and/or date as may be agreed between the Company and Investec,
being no later than 8.00 a.m. on 31 October 2017). No temporary
document of title will be issued.
The New Ordinary Shares will, following Admission, rank pari
passu in all respects with the Existing Ordinary Shares in issue at
the date of the Circular and will carry the right to receive all
dividends and distributions declared, made or paid on or in respect
of the Ordinary Shares after Admission.
Effect of the Firm Placing and the Open Offer
Upon completion of the Firm Placing and the Open Offer, the New
Ordinary Shares will represent approximately 22.7 per cent. of the
Enlarged Share Capital (assuming the Open Offer is subscribed in
full).
General Meeting and Circular to Shareholders
A General Meeting of the Company is to be held at 11.15 a.m. on
18 October 2017, or as soon thereafter as the AGM convened for
11.00 a.m. on that day has concluded, at the offices of Tavistock
Communications, 1 Cornhill, London EC3V 3ND. The General Meeting is
being held for the purpose of considering and, if thought fit,
passing the Resolutions in order to approve the Firm Placing and
the Open Offer.
A summary and explanation of the Resolutions will be set out in
the Circular to be sent out shortly.
Intentions of the Directors and certain major Shareholders in
relation to the Firm Placing
The following participants intend to subscribe for an aggregate
of 5,879,860 Firm Placed Shares as set out below:
Participant Number of Firm Placed
Shares
Dr Graham Cooley 75,000
Peter Hargreaves 5,713,150
Sir Roger Bone 66,710
Robert Pendlebury 25,000
The Directors do not intend to subscribe for any Open Offer
Shares. Accordingly Excess Shares will be available for other
Qualifying Shareholders under the Excess Application Facility.
Directors' interests
The interests (all of which are beneficial unless stated
otherwise) of the Directors and their immediate families and of
persons connected with them (within the meaning of Section 252 of
the Act) in the Existing Issued Share Capital and the existence of
which is known to, or could with reasonable due diligence be
ascertained by, any Director as at the Latest Practicable Date and
as they are so expected to be upon Admission (assuming full take-up
under the Open Offer) are as follows:
At the Latest Practicable On Admission
Date
---------------------- ------------------------------ ------------------------------
Name Number Percentage Number Percentage
of Ordinary of Existing of Ordinary of Enlarged
Shares Issued Shares Share Capital
Share Capital
---------------------- ------------- --------------- ------------- ---------------
Robert Putnam 27,129 0.01% 27,129 0.01%
---------------------- ------------- --------------- ------------- ---------------
Dr. Graham
Cooley 987,726 0.39% 1,062,726 0.33%
---------------------- ------------- --------------- ------------- ---------------
Dr. Simon Bourne 326,830 0.13% 326,830 0.10%
---------------------- ------------- --------------- ------------- ---------------
Rachel Smith 80,886 0.03% 80,886 0.02%
---------------------- ------------- --------------- ------------- ---------------
Lord Roger
Freeman 5,000 0.00% 5,000 0.00%
---------------------- ------------- --------------- ------------- ---------------
Peter Hargreaves 22,908,643 9.14% 28,621,793 8.83%
---------------------- ------------- --------------- ------------- ---------------
Sir Roger Bone 67,000 0.03% 133,710 0.04%
---------------------- ------------- --------------- ------------- ---------------
Robert Pendlebury(1) 12,269 0.00% 37,269 0.01%
---------------------- ------------- --------------- ------------- ---------------
(1) At the Latest Practicable Date, Robert Pendlebury holds
12,269 Ordinary Shares. Robert Pendlebury represents J.C.B.
Research (which at the Latest Practicable Date held 30,970,365
Ordinary Shares) on the Board.
Irrevocable voting commitments from certain Directors
Directors, who in aggregate hold 24,415,483 Existing Ordinary
Shares, representing approximately 9.7 per cent. of the Existing
Issued Share Capital, have irrevocably undertaken to vote (and
where such Existing Ordinary Shares are registered in the name of
any other persons have irrevocably undertaken to use reasonable
endeavours to procure that those persons will vote) in favour of
the Resolutions at the General Meeting.
Related party transactions
J.C.B. Research and Peter Hargreaves intend to participate in
the Firm Placing.
Accordingly, J.C.B. Research and Peter Hargreaves are considered
as related parties of the Company and their participation in the
Firm Placing is considered a "related party transaction" under the
AIM Rules for Companies.
The Directors (other than Robert Pendlebury and Peter
Hargreaves) consider, having consulted with the Company's Nominated
Adviser, Investec, that the terms of participation for J.C.B.
Research and Peter Hargreaves in the Firm Placing are fair and
reasonable in so far as its Shareholders are concerned.
Recommendation and voting intentions
The Directors believe that the Firm Placing and the Open Offer
are in the best interests of the Company and its Shareholders as a
whole.
Accordingly, the Directors unanimously recommend that
Shareholders vote in favour of the Resolutions as they and
Shareholders connected with them intend to do so in respect of
their aggregate beneficial holdings of the Existing Issued Share
Capital.
Enquiries:
ITM Power +44 (0)114 244 5111
Graham Cooley, CEO
Investec Bank plc (Nominated Adviser and Broker) +44 (0)20 7597
5970
Jeremy Ellis / Chris Sim / Jonathan Wynn / Robert Baker
Tavistock (Financial PR and IR) +44 (0)20 7920 3150
Simon Hudson / James Collins
Important information
This announcement is for information purposes only and does not
itself constitute an offer or invitation to underwrite, subscribe
for or otherwise acquire or dispose of any securities in the
Company and does not constitute investment advice.
Neither this announcement nor any copy of it may be taken or
transmitted, published or distributed, directly or indirectly, into
the United States, Australia, Canada, Japan, Jersey or South Africa
or to any persons in any of those jurisdictions or any other
jurisdiction where to do so would constitute a violation of the
relevant securities laws of such jurisdiction. Any failure to
comply with this restriction may constitute a violation of United
States, Australian, Canadian, Japanese or South African securities
laws. The distribution of this announcement in other jurisdictions
may be restricted by law and persons into whose possession this
announcement comes should inform themselves about, and observe any
such restrictions.
This announcement does not constitute, or form part of, any
offer or invitation to sell or issue, or any solicitation of any
offer to purchase or subscribe for any Shares or other securities
in the United States (including its territories and possessions,
any state of the United States and the District of Colombia (the
United States or US)), Australia, Canada, Japan, Jersey or South
Africa or in any jurisdiction to whom or in which such offer or
solicitation is unlawful. The Firm Placing and Open Offer and the
distribution of this announcement and other information in
connection with the Firm Placing and Open Offer in certain
jurisdictions may be restricted by law and persons into whose
possession this announcement, any document or other information
referred to herein, comes should inform themselves about and
observe any such restriction. Any failure to comply with these
restrictions may constitute a violation of the securities laws of
any such jurisdiction. Neither this announcement nor any part of it
nor the fact of its distribution shall form the basis of or be
relied on in connection with or act as an inducement to enter into
any contract or commitment whatsoever.
In particular, the securities of the Company (including the Firm
Placed Shares and Open Offer Shares) have not been and will not be
registered under the US Securities Act of 1933, as amended (the
Securities Act), or under the securities laws or with any
securities regulatory authority of any state or other jurisdiction
of the United States, and accordingly the Firm Placed Shares and
Open Offer Shares may not be offered, sold, pledged or transferred,
directly or indirectly, in, into or within the United States except
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act and the
securities laws of any relevant state or jurisdiction of the United
States. There is no intention to register any portion of the
offering in the United States or to conduct a public offering of
securities in the United States.
The Firm Placed Shares and Open Offer Shares have not been
approved or disapproved by the US Securities and Exchange
Commission, any state securities commission or other regulatory
authority in the United States, nor have any of the foregoing
authorities passed upon or endorsed the merits of the Firm Placing
and Open Offer or the accuracy or adequacy of this announcement.
Any representation to the contrary is a criminal offence in the
United States.
Investec, which is authorised by the Prudential Regulation
Authority and regulated in the United Kingdom by the FCA and the
Prudential Regulation Authority, is acting as Nominated Adviser,
Financial Adviser and Broker to the Company in respect of the Firm
Placing. Investec is acting for the Company and for no-one else in
connection with the Firm Placing, and will not be treating any
other person as its client, in relation thereto and will not be
responsible for providing the regulatory protections afforded to
its customers nor for providing advice in connection with the Firm
Placing or any other matters referred to herein and apart from the
responsibilities and liabilities (if any) imposed on Investec, as
the case may be, by Financial Services and Markets Act 2000 (as
amended) (FSMA), any liability therefore is expressly disclaimed.
Any other person in receipt of this Circular should seek their own
independent legal, investment and tax advice as they see fit.
Forward-looking statements
Certain information contained in this announcement constitute
forward looking information. This information relates to future
events or occurrences or the Company's future performance. All
information other than information of historical fact is forward
looking information. The use of any of the words "anticipate",
"plan", "continue", "estimate", "expect", "may", "will", "project",
"should", "believe", "predict" and "potential" and similar
expressions are intended to identify forward looking information.
This information involves known and unknown risks, uncertainties
and other factors that may cause actual results or events to differ
materially from those anticipated in such forward looking
information. No assurance can be given that this information will
prove to be correct and such forward looking information included
in this announcement should not be relied upon. Forward-looking
information speaks only as of the date of this announcement.
The forward looking information included in this announcement is
expressly qualified by this cautionary statement and is made as of
the date of this announcement. The Company does not undertake any
obligation to publicly update or revise any forward looking
information except as required by applicable securities laws.
Definitions
The following definitions apply throughout this announcement
unless the context otherwise requires:
Admission admission of the New Ordinary Shares to trading on AIM
and such admission becoming effective in accordance with the AIM
Rules;
AGM the annual general meeting of the Company to be held at the
offices of Tavistock Communications, 1 Cornhill, London EC3V 3ND on
18 October 2017 at 11.00 a.m.;
AIM the AIM market operated by the London Stock Exchange;
AIM Rules the AIM Rules for Companies and/or the AIM Rules for
Nominated Advisers (as the context may require);
AIM Rules for Companies the rules of AIM as set out in the
publication entitled 'AIM Rules for Companies' published by the
London Stock Exchange from time to time;
AIM Rules for Nominated Advisers the rules of AIM as set out in
the publication entitled 'AIM Rules for Nominated Advisers'
published by the London Stock Exchange from time to time;
Application Form the application form accompanying the Circular
to be used by Qualifying Non-CREST Shareholders in connection with
the Open Offer;
Basic Entitlement the Open Offer Shares which a Qualifying
Shareholder is entitled to subscribe for under the Open Offer
calculated on the basis of 1 Open Offer Share for every 23 Existing
Ordinary Shares held by that Qualifying Shareholder as at the
Record Date;
Board or Directors the board of directors of the Company for the
time being;
certificated or in certificated form the description of a share
or other security which is not in uncertificated form (that is not
in CREST);
Circular the Circular intended to be posted to Shareholders on
or about 29 September 2017;
Closing Price the closing middle market quotation of an Ordinary
Share as derived from the AIM Appendix to the Daily Official List
of the London Stock Exchange;
Company or ITM Power plc ITM Power plc, a company incorporated
in England and Wales with registered number 5059407 and having its
registered office at 22 Atlas Way, Sheffield, S4 7QQ;
CREST the relevant system (as defined in the CREST Regulations)
in respect of which Euroclear is the Operator (as defined in the
CREST Regulations);
Enlarged Share Capital the issued share capital of the Company
immediately following Admission, assuming (save for the purposes of
calculating the 29.9 per cent. Aggregate Limit) the maximum number
of Open Offer Shares are allotted;
Euroclear Euroclear UK & Ireland Limited;
Excess Applications applications pursuant to the Excess
Application Facility;
Excess Application Facility the mechanism whereby a Qualifying
Shareholder, who has taken up his Basic Entitlement in full, can
apply for Excess Shares up to an amount equal to the total number
of Open Offer Shares available under the Open Offer less an amount
equal to a Qualifying Shareholder's Basic Entitlement, subject
always to the 29.9 per cent. Aggregate Limit, as more fully set out
in Part II of the Circular;
Excess CREST Open Offer Entitlements in respect of each
Qualifying CREST Shareholder who has taken up his Basic Entitlement
in full, the entitlement to apply for Open Offer Shares in addition
to his Basic Entitlement credited to his stock account in CREST,
pursuant to the Excess Application Facility, which may be subject
to scaling back in accordance with the provisions of the
Circular;
Excess Shares Open Offer Shares which are not taken up by
Qualifying Shareholders pursuant to their Basic Entitlement and
which are offered to Qualifying Shareholders under the Excess
Application Facility;
Existing Issued Share Capital the issued share capital of the
Company as at the Latest Practicable Date;
Existing Ordinary Shares the 250,613,176 Ordinary Shares in
issue as at the Record Date;
FCA the UK Financial Conduct Authority;
Firm Placees the persons who have conditionally agreed to
subscribe for the Firm Placed Shares;
Firm Placed Shares the 62,500,000 New Ordinary Shares intended
to be issued by the Company under the Firm Placing;
Firm Placing the proposed placing of the Firm Placed Shares with
the Firm Placees pursuant to the Firm Placing and Open Offer
Agreement;
Firm Placing and Open Offer the conditional agreement dated 29
September 2017 between the Agreement Company and Investec Bank plc
relating to the Firm Placing;
General Meeting or GM the general meeting of the Company, notice
of which is set
out in Part V of the Circular, and including any adjournment(s) thereof;
Group or ITM Power the Company and/or its subsidiary
undertakings at the date
of the Circular (as defined in sections 1159 and 1160 of the Act);
Investec or Investec Bank plc Investec Bank plc, a company
incorporated in England and Wales with registered number 00489604
and having its registered office at 2 Gresham Street, London EC2V
7QP;
Issue Price 40 pence per New Ordinary Share;
Latest Practicable Date means 5.00 p.m. on 28 September 2017,
being the latest practicable date prior to publication of this
announcement;
London Stock Exchange London Stock Exchange plc;
Money Laundering Regulations Money Laundering Regulations 2007 (as amended);
New Ordinary Shares up to 73,396,225 new Ordinary Shares
proposed to be issued by the Company pursuant to the Firm Placing
and the Open Offer;
Open Offer the proposed conditional invitation by the Company to
Qualifying Shareholders to apply to subscribe for Open Offer Shares
at the Issue Price on the terms and subject to the conditions set
out in the Circular and in the case of the Qualifying Non-CREST
Shareholders only, the Application Form;
Open Offer Entitlements an entitlement to subscribe for Open
Offer Shares, allocated to a Qualifying Shareholder under the Open
Offer (and, for the avoidance of doubt, references to Open Offer
Entitlements include Basic Entitlements and Excess CREST Open Offer
Entitlements);
Open Offer Shares the 10,896,225 New Ordinary Shares proposed to
be offered to Qualifying Shareholders under the Open Offer;
Overseas Shareholders Shareholders with registered addresses
outside the UK or who are citizens of, incorporated in, registered
in or otherwise resident in, countries outside the UK;
Ordinary Shares ordinary shares of 5 pence each in the capital
of the Company;
Qualifying CREST Shareholders Qualifying Shareholders whose
Existing Ordinary Shares on the register of members of the Company
on the Record Date are in uncertificated form;
Qualifying Non-CREST Shareholders Qualifying Shareholders whose
Existing Ordinary Shares on the
register of members of the Company on the Record Date are held in certificated form;
Qualifying Shareholders holders of Existing Ordinary Shares on
the register of members of the Company at the Record Date with the
exception (subject to certain exceptions) of Excluded Overseas
Shareholders;
Record Date 5.00 p.m. on 27 September 2017;
Resolutions the resolutions to be proposed at the General
Meeting which are set out in full in the Notice of General
Meeting;
Shareholders holders of Existing Ordinary Shares;
uncertificated recorded on a register of securities maintained
by Euroclear in accordance with the CREST Regulations as being in
uncertificated form in CREST and title to which, by virtue of the
CREST Regulations, may be transferred by means of CREST;
UK or United Kingdom the United Kingdom of England, Scotland,
Wales and
Northern Ireland;
US or United States the United States of America, its
territories and possessions, any state of the United States of
America and the District of Columbia;
US Securities Act the US Securities Act of 1933 (as amended);
USE unmatched stock event;
GBP or sterling pounds sterling, the legal currency of the
United Kingdom; and
29.9 per cent. Aggregate Limit the restriction on the number of
Open Offer Shares that each Qualifying Shareholder may receive
under the Open Offer on the basis that no Qualifying Shareholder
shall be entitled to receive in excess of such number of Open Offer
Shares as would bring its aggregate interest in the Company to more
than 29.9 per cent. of the Enlarged Share Capital.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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Itm Power (LSE:ITM)
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From May 2023 to May 2024