THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED
UNDER THE UK VERSION OF THE MARKET ABUSE REGULATION NO 596/2014
WHICH IS PART OF ENGLISH LAW BY VIRTUE OF THE EUROPEAN (WITHDRAWAL)
ACT 2018, AS AMENDED. ON PUBLICATION OF THIS ANNOUNCEMENT VIA
A REGULATORY INFORMATION SERVICE, THIS INFORMATION IS CONSIDERED TO
BE IN THE PUBLIC DOMAIN.
20 January 2025
Proton Motor Power Systems
plc
("Proton Motor" or the
"Company")
Proposed cancellation of
admission of the Ordinary Shares to trading on
AIM
Proposed re-registration as a
private limited company and adoption of New
Articles
and
Notice of General
Meeting
Proton Motor Power Systems plc (AIM:
PPS), the designer, developer and producer of fuel cells and fuel
cell electric hybrid systems with a zero-carbon footprint,
announces the proposed cancellation of admission of its Ordinary
Shares to trading on AIM, its proposed re-registration as a private
limited company and the proposed adoption of new articles of
association.
Further to the Company's recent
announcements, the Directors consider that it is in the best
interests of the Company and its Shareholders taken as a whole to
cancel the admission of the Ordinary Shares to trading on
AIM. A circular (the "Circular") will be sent to Shareholders
today and will shortly be available on the Company's
website, www.proton-motor.com,
setting out the background to and reasons for the Resolutions.
Extracts from the Circular are set out, without material amendment,
below.
The Company is seeking Shareholder
approval for the proposals at a general meeting, to be convened for
10:00 a.m. UK time / 11:00 a.m. CET on 7 February 2025 at the
offices of Proton Motor Fuel Cell GmbH, Benzstrasse 7, 82178
Puchheim, Germany.
Pursuant to Rule 41 of the AIM
Rules, the Company through its nominated adviser, Allenby Capital
Limited, has notified the London Stock Exchange of the date of the
proposed Cancellation which is expected to become effective at 7.00
a.m. on 17 February 2025 if the Cancellation Resolution is passed
at the General Meeting.
The Cancellation is conditional upon
the approval of not less than 75 per cent of the votes cast by
Shareholders (whether present in person or by proxy) at the General
Meeting.
Recognising that Proton's UK-based
shareholders may not be able to attend in person, the Company
will provide access online via the Investor Meet Company platform
in order that Shareholders are able to follow the proceedings of
the General Meeting remotely. However, please note that
Shareholders will not be able to vote online at the General Meeting
via the platform and are therefore requested to submit their votes
via proxy, as early as possible. Shareholders are invited to submit
any questions for the Board to consider. Questions can be pre
submitted ahead of the General Meeting via the Investor Meet
Company Platform up until 10 a.m. UK time / 11:00 a.m. CET the day
before the General Meeting or submitted at any time during the
General Meeting itself. Shareholders that wish to follow the
General Meeting remotely should register for the event in advance
by using the following link:
https://www.investormeetcompany.com/proton-motor-power-systems-plc/register-investor
For
further information:
Proton Motor Power Systems
Plc
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Dr Faiz Nahab,
CEO
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Roman Kotlarzewski, CFO
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+49 (0) 173 189 0923
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www.protonpowersystems.com
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Allenby Capital
Limited
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|
Nominated Adviser &
Broker
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+44 (0) 20 3328 5656
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James Reeve / Vivek
Bhardwaj
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|
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Celicourt Communications
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PR Adviser
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+44 (0) 20 7770 6424
/ protonmotor@celicourt.uk
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Mark Antelme / Philip
Dennis /
Charlie Denley-Myerson
|
|
EXTRACTS FROM THE CIRCULAR TO
SHAREHOLDERS
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Event
|
Time and/or
date
|
Announcement of the proposed
Cancellation and Re-registration
|
20 January
2025
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Publication and posting of the
Circular and the Form of Proxy
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20 January
2025
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Latest time for receipt of proxy
appointments in respect of the General Meeting
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10:00 a.m.
UK time/11:00 a.m. CET on 5 February 2025
|
General Meeting
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10:00 a.m. UK time/11.00 a.m.
CET on 7 February 2025
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Announcement of result of General
Meeting
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7 February
2025
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Expected last day of dealings in
Ordinary Shares on AIM
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14
February 2025
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Expected time and date of Cancellation
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7.00 a.m. UK time on 17
February 2025
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Expected date of re-registration as a
private company
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by 7 March
2025
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Each of the dates in the above timetable is subject to change
at the absolute discretion of the Company.
References to time in the Circular and in the Form of Proxy
are to UK time. The timetable above assumes that the Resolutions
set out in the Notice of General Meeting will be passed. Events
listed in the above timetable following the General Meeting are
conditional on the Resolutions being passed at the General Meeting
without amendment. If any of the above times and/or dates change,
the revised time(s) and/or date(s) will be notified to Shareholders
by announcement through a Regulatory Information
Service.
LETTER FROM THE NON-EXECUTIVE CHAIR
1. Introduction
On 20 January 2025 the Company
announced that the Board intended to seek Shareholder approval for
the voluntary cancellation of admission of the Ordinary Shares to
trading on AIM and the re-registration of the Company as a private
limited company.
The Company is seeking Shareholder
approval for the Cancellation and the Re-registration, including
the adoption of new articles of association which are more
appropriate for an unquoted private limited company, at the General
Meeting, which has been convened for 10:00 a.m. UK time/11:00 a.m.
CET on 7 February 2025 at the offices of Proton Motor Fuel Cell
GmbH, Benzstrasse 7, 82178 Puchheim, Germany.
If the Cancellation Resolution is
passed at the General Meeting, it is anticipated that the
Cancellation will become effective at 7.00 a.m. on 17 February
2025. The Cancellation Resolution is conditional, pursuant to Rule
41 of the AIM Rules, upon the approval of not less than 75 per
cent. of the votes cast (whether by Shareholders present in person
or by proxy) at the General Meeting.
In accordance with Rule 41 of the
AIM Rules, the Company has notified the London Stock Exchange of
the date of the proposed Cancellation which is expected to become
effective at 7.00 a.m. on 17 February 2025.
The
purpose of this Document is to provide information on the
background to and reasons for the proposed Cancellation and the
Re-registration; to explain the consequences of the Cancellation
and the Re-registration; and provide reasons why the Directors
unanimously consider the Resolutions to be in the best interests of
the Company and its Shareholders as a whole.
Recognising that UK-based
Shareholders may not be able to attend the General Meeting in
person, the Company will provide access online via the Investor
Meet Company platform in order that Shareholders are able to follow
the proceedings of the General Meeting remotely. However, please
note that Shareholders will not be able to vote online at the
General Meeting via the platform and are therefore requested to
submit their votes via proxy, as early as possible. Shareholders
are invited to submit any questions for the Board to consider.
Questions can be pre submitted ahead of the General Meeting via the
Investor Meet Company Platform up until 10:00 a.m. the day before
the General Meeting or submitted at any time during the General
Meeting itself.
Shareholders that wish to follow the
General Meeting remotely should register for the event in advance
by using the following link https://www.investormeetcompany.com/proton-motor-power-systems-plc/register.
2. Background to and reasons for the proposed
Cancellation and Re-Registration (including the adoption of the New
Articles)
The Ordinary Shares have been
admitted to trading on AIM since the Company's IPO in October
2006.
The Company has historically been
reliant on the support of the Company's principal lender and
parties connected to him, for the provision of loans under debt
facilities to fund the ongoing working capital requirements of the
Company. As at 31 July 2024, the Company had debt facilities
totalling €121.5 million, of which €110.4 million was drawn, as
well as accrued interest under the debt facilities of €37.8
million.
On 22 August 2024, the Company
announced, amongst other matters, that it had received a
notification from the Company's principal lender that the Company's
working capital requirements would only be supported until 31
December 2024. It was also simultaneously announced that the
Company was in discussions with other potential sources of finance
in order that the business could continue as a going
concern.
It was subsequently announced on 20
November 2024 that advanced discussions with a Germany-based
potential industrial partner regarding a possible funding solution
which would have enabled the Company to continue to trade beyond
the end of 2024 had been terminated. The Company also
simultaneously announced that following an extensive review by the
Board of the likelihood of securing sources of finance to enable
the Company to continue to operate beyond 31 December 2024, the
Board had concluded that the most appropriate course of action was
an orderly wind down of the business and to seek Shareholder
approval for the Cancellation.
While the Board remains of the view
that Cancellation and an orderly wind down of the business is the
most appropriate course of action, in line with the Company's
announcement on 30 December 2024, the Board is exploring the
possibility of continuing the operations of the Group on a
significantly reduced cost basis following Cancellation. This is
contingent on the Group securing settlement with its outstanding
creditors (save for the debts owed to its principal lender and
parties connected to him under its debt facilities) and minimising
the level of ongoing contractual obligations. There are therefore
no guarantees that it will be able to achieve this.
Accordingly, the Board is seeking
Shareholder approval for the Cancellation and for the Company to be
re-registered as a private limited company.
In reaching this conclusion, the
Directors have considered the following key factors:
· the
Group is still loss-making and has historically been reliant on the
continued support of its main Shareholder to fund the operations of
the business. Having explored alternatives, the Directors are of
the opinion that it will not be possible to secure debt funding
from another party and raising further significant equity through
public markets would be challenging in the short or medium term and
may not be at a valuation that is acceptable to Shareholders;
and
· the
considerable cost of maintaining admission to trading on AIM,
including fees payable to its professional advisers, including the
nominated adviser and broker, AIM fees payable to the London Stock
Exchange as well as incremental legal, insurance, accounting and
auditing fees, along with the considerable amount of management
time associated with maintaining the Company's admission to trading
on AIM are, in the Directors' opinion, disproportionate to the
benefits to the Company at this time.
As
a result of this review and following careful consideration, the
Board has unanimously concluded that the proposed Cancellation and
Re-registration (including the adoption of the New Articles) is in
the best interests of the Company and its Shareholders as a
whole.
3. Process for, and principal effects of,
Cancellation
Shareholders who wish to remain
shareholders of Proton following Cancellation are welcome to do so.
However, the Directors are aware that certain Shareholders may be
unable, or unwilling, to hold Ordinary Shares in a private company
in the event that the Cancellation is approved and becomes
effective. Such Shareholders may consider selling their Ordinary
Shares in the market prior to the Cancellation becoming
effective.
Rule 41 of the AIM Rules requires
any AIM company that wishes the London Stock Exchange to cancel the
admission of its shares to trading on AIM to notify shareholders
and to separately inform the London Stock Exchange of its preferred
cancellation date at least 20 clear Business Days prior to such
date.
In accordance with AIM Rule 41, the
Directors have notified the London Stock Exchange of the Company's
intention to cancel the Company's admission of its Ordinary Shares
to trading on AIM on 17 February 2025, subject to the Cancellation
Resolution being passed at the General Meeting. Accordingly, if the
Cancellation Resolution is passed at the General Meeting, the
Cancellation will become effective at 7.00 a.m. on 17 February
2025.
If the Cancellation becomes
effective, Allenby Capital will cease to be the nominated adviser
of the Company pursuant to the AIM Rules and the Company will no
longer be required to comply with the AIM Rules. However, the
Company will remain subject to the Takeover Code, details of which
are set out below.
Under the AIM Rules, it is a
requirement that the Cancellation must be approved via a special
resolution by not less than 75 per cent. of votes cast (by proxy or
in person) at the General Meeting. Accordingly, the Notice of
General Meeting set out at the end of this Document contains the
Cancellation Resolution.
The principal effects of the
Cancellation will include the following:
· as a
private company, there will be no formal market mechanism enabling
Shareholders to trade in the Ordinary Shares;
· there
will be no formal market quote or live pricing for the Ordinary
Shares, therefore it will be more difficult to sell Ordinary Shares
or for Shareholders to determine the market value of their
investment in the Company, compared to shares of companies admitted
to trading on AIM (or any other recognised market or trading
exchange);
· it is
possible that immediately following the publication of this
Circular, the liquidity and marketability of the Ordinary Shares
may be significantly reduced and their value adversely affected
(although the Directors believe that the liquidity in the Ordinary
Shares is currently and has for some time been in any event
limited);
· the
regulatory and financial reporting regime applicable to companies
whose shares are admitted to trading on AIM will no longer apply
albeit the Company will remain subject to the Takeover Code for a
period of time (see below for more details);
· following Cancellation, it is anticipated that the majority of
the Directors will step down and there may only be one Director on
the Board;
· Shareholders will no longer be afforded the protections given
by the AIM Rules, such as the requirement to be notified of price
sensitive information or certain events and the requirement that
the Company seek shareholder approval for certain corporate
actions, where applicable, including substantial transactions,
reverse takeovers, related party transactions and fundamental
changes in the Company's business, including certain types of
acquisitions and disposals;
· the
levels of disclosure and corporate governance within the Company
will not be as stringent as for a company quoted on AIM;
· the
Company will no longer be subject to UK MAR regulating inside
information and other matters;
· the
Company will no longer be required to publicly disclose any change
in major shareholdings in the Company under the Disclosure Guidance
and Transparency Rules;
· Allenby Capital will cease to be nominated adviser and broker
to the Company for the purpose of the AIM Rules;
· whilst
the Company's CREST facility will remain in place post the
Cancellation and it is anticipated that this will be maintained for
at least 12 months, the Company's CREST facility may be cancelled
in the future and, although the Ordinary Shares will remain
transferable, they may cease to be transferable through CREST (in
which case, Shareholders who hold Ordinary Shares in CREST will
receive share certificates);
· stamp
duty will be due on transfers of shares and agreements to transfer
shares unless a relevant exemption or relief applies to a
particular transfer; and
· the
Cancellation may have personal taxation consequences for
Shareholders. Shareholders who are in any doubt about their tax
position should consult their own professional independent tax
adviser.
The
above considerations are not exhaustive and Shareholders should
seek their own independent advice when assessing the likely impact
of the Cancellation on them.
For the avoidance of doubt, the
Company will remain registered with the Registrar of Companies in
England & Wales in accordance with, and subject to the
Companies Act, notwithstanding the Cancellation and
Re-registration.
The Resolutions to be proposed at
the General Meeting include the adoption of the New Articles, with
effect from the Re-registration. A summary of the principal
differences between the Current Articles and the proposed New
Articles is included in Part II of the Circular. A copy of the New
Articles is set out at the end of the Circular and can also be
viewed at www.proton-motor.com.
4. Transactions in the Ordinary Shares prior to
and post Cancellation
Prior to the Cancellation
Shareholders should note that they
are able to continue trading in the Ordinary Shares on AIM up to
the date of Cancellation. If the requisite majority of Shareholders
approve the Cancellation Resolution at the General Meeting, it is
anticipated that the last day of dealings in the Ordinary Shares on
AIM will be 14 February 2025. The Board is not making any
recommendation as to whether or not Shareholders should buy or sell
their Ordinary Shares.
Dealing and settlement arrangements post the
Cancellation
In the event that the Cancellation
becomes effective, there will be no market facility for dealing in
the Ordinary Shares and no price will be publicly quoted for
Ordinary Shares as from close of business on 14 February 2025,
assuming that the Cancellation Resolution is approved. As such,
interests in Ordinary Shares are unlikely thereafter to be readily
capable of sale and where a buyer is identified, it may be
difficult to place a fair value on any such sale. While there can
be no guarantee that Shareholders will be able to sell any Ordinary
Shares, any Shareholder seeking to do so following the Cancellation
should contact the Company in writing by post to the registered
office of the Company, addressed to: Proton Motor Power Systems
plc, C/O Womble Bond Dickinson (UK) LLP, 4 More London Riverside,
London, England SE1 2AU or by email to:
company.secretary@protonmotor-powersystems.com or alternatively to
r.kotlarzewski@proton-motor.de. The Company will then be able to
advise as to whether the Directors are aware of any prospective
buyers for any Ordinary Shares which the holder thereof wishes to
sell at that time.
If
Shareholders wish to buy or sell Ordinary Shares on AIM they must
do so prior to the Cancellation becoming effective. As noted above,
in the event that Shareholders approve the Cancellation, it is
anticipated that the last day of dealings in the Ordinary Shares on
AIM will be 14 February 2025 and that the effective date of the
Cancellation will be 17 February 2025.
5. Process for the
Re-registration
Following Cancellation, the
Directors believe that the requirements and associated costs of the
Company maintaining its public company status will be difficult to
justify and that the Company will benefit from the more flexible
requirements and lower costs associated with private limited
company status. It is therefore proposed to re-register the Company
as a private limited company. In connection with the
Re-registration, it is proposed that New Articles be adopted to
reflect the change in the Company's status to a private limited
company. The principal effects of the Re-registration and the
adoption of the New Articles on the rights and obligations of
Shareholders and the Company are summarised in Part II of this
Document.
Under the Companies Act 2006, the
Re-registration and the adoption of the New Articles must be
approved by not less than a 75 per cent. majority of the votes cast
at the General Meeting. Accordingly, the Notice of General Meeting
contains the Re-registration Resolution which will be proposed as a
special resolution.
Subject to and conditional upon the
Cancellation and the passing of the Re-registration Resolution, an
application will be made to the Registrar of Companies for the
Company to be re-registered as a private limited
company.
Re-registration will take effect
when the Registrar of Companies issues a certificate of
incorporation on Re-registration. The Registrar of Companies will
issue the certificate of incorporation on Re-registration when it
is satisfied that no valid application can be made to cancel the
Re-registration Resolution or that any such application to cancel
the Re-registration Resolution has been determined and confirmed by
the Court. The New Articles will be adopted with effect from
the time at which the Re-registration becomes effective.
6. The Takeover Code
The Takeover Code applies to any
company which has its registered office in the UK, the Channel
Islands or the Isle of Man if any of its equity share capital or
other transferable securities carrying voting rights are admitted
to trading on a UK regulated market, a UK multilateral trading
facility, or a stock exchange in the Channel Islands or the Isle of
Man. The Takeover Code therefore applies to the Company as its
securities are admitted to trading on AIM, which is a UK
multilateral trading facility.
The Takeover Code also applies to
any company which has its registered office in the UK, the Channel
Islands or the Isle of Man if any of its securities were admitted
to trading on a UK regulated market, a UK multilateral trading
facility, or a stock exchange in the Channel Islands or the Isle of
Man at any time during the two years prior to the relevant
date.
Accordingly, if the Cancellation and
the Re-registration is approved by Shareholders at the General
Meeting and becomes effective, the Takeover Code will continue to
apply to the Company for a period of two years after the
Cancellation and the Re-registration, following which the Takeover
Code will cease to apply to the Company.
While the Takeover Code continues to
apply to the Company, a mandatory cash offer will be required to be
made if either:
· a
person acquires an interest in shares which, when taken together
with the shares in which persons acting in concert with it are
interested, increases the percentage of shares carrying voting
rights in which it is interested to 30% or more; or
· a
person, together with persons acting in concert with it, is
interested in shares which in the aggregate carry not less than 30%
of the voting rights of a company but does not hold shares carrying
more than 50% of such voting rights and such person, or any person
acting in concert with it, acquires an interest in any other shares
which increases the percentage of shares carrying voting rights in
which it is interested.
Brief details of the Panel and the
protections afforded by the Takeover Code (which will cease to
apply two years following the Cancellation and the Re-registration)
are set out in Part III of the Circular.
7. Options
The rights of certain individuals
who hold options over Ordinary Shares will be unaffected by the
proposed Cancellation and Re-registration.
8. General Meeting
The notice convening the General
Meeting to be held at the offices of Proton Motor Fuel Cell GmbH,
Benzstrasse 7, 82178 Puchheim, Germany at 10:00 a.m. UK time/11:00
a.m. CET on 7 February 2025 is set out at the end of the
Circular.
Resolution 1 to be proposed at the
General Meeting is a special resolution to approve the
Cancellation.
Conditional on the passing of
Resolution 1, Resolution 2 to be proposed at the General Meeting is
a special resolution to re-register the Company as a private
limited company and to approve the adoption by the Company of the
New Articles.
DEFINTIONS
"AIM"
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the AIM market of the London Stock
Exchange;
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"AIM Rules"
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the AIM Rules for Companies, as
published and amended from time to time by the London Stock
Exchange;
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"Allenby Capital"
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Allenby Capital Limited, the
Company's nominated adviser and broker pursuant to the AIM
Rules;
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"Business Day"
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a day (excluding Saturdays, Sundays
and public holidays in England and Wales) on which banks are
generally open for the transaction of normal banking business in
London;
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"Cancellation"
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the cancellation of admission of the
Ordinary Shares to trading on AIM in accordance with Rule 41 of the
AIM Rules, subject to passing of the Cancellation
Resolution;
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"Cancellation Resolution"
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Resolution 1 set out in the Notice
of General Meeting;
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"Companies Act"
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the Companies Act 2006 (as amended
from time to time);
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"Company" or "Proton"
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Proton Motor Power Systems
Plc;
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"CREST"
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the relevant system for the
paperless settlement of trades and the holding of uncertificated
securities operated by Euroclear UK & International in
accordance with the CREST Regulations;
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"CREST Regulations"
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the Uncertificated Securities
Regulations 2001 (SI 2001/3755) (as amended);
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"Current Articles"
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the existing articles of association
of the Company adopted by special resolution on 5 November
2008;
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"Directors" or "Board"
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the directors of the Company, each a
"Director";
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"Disclosure Guidance and Transparency Rules"
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the disclosure rules and
transparency rules made by the UK Financial Conduct Authority
pursuant to section 73A of the Financial Services and Markets Act
2000;
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"Document"
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this document, containing
information regarding the Cancellation, the Re-registration, the
adoption of the New Articles and the General Meeting;
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"Euroclear UK &
International"
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Euroclear UK & International
Limited, the operator of CREST;
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"Existing Ordinary Shares"
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the 1,661,751,046 Ordinary Shares in issue
at the date of this Document;
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"Form of Proxy"
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the form of proxy for use at the
General Meeting which accompanies this Document;
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"General Meeting" or "GM"
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the general meeting of the Company
to be held at the offices of Proton Motor Fuel Cell GmbH,
Benzstrasse 7, 82178 Puchheim, Germany at 10:00 a.m. UK time/11:00
a.m. CET on 7 February 2025;
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"Group"
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Proton and its subsidiary
undertakings (as such term is defined in section 1162 of the
Companies Act) from time to time;
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"IPO"
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initial public offering;
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"London Stock Exchange"
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London Stock Exchange
plc;
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"New Articles"
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the proposed new articles of
association of the Company, a copy of which is set out at the end
of this Document;
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"Notice of General Meeting"
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the notice of General Meeting set
out on page 19 of this Document;
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"Ordinary Shares"
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the ordinary shares of 0.5p each in
the capital of the Company;
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"Panel"
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the Panel on Takeovers and
Mergers;
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"Registrars"
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Neville Registrars Limited, the
Company's registrars whose address is at Neville House, Steelpark
Road, Halesowen, West Midlands B62 8HD;
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"Regulatory Information
Service"
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has the meaning given to it in the
AIM Rules;
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"Re-registration"
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the proposed re-registration of the
Company as a private limited company;
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"Re-registration Resolution"
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Resolution 2 set out in the Notice
of General Meeting;
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"Resolutions"
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the resolutions set out in the
Notice of General Meeting to be proposed at the General
Meeting;
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"Shareholder(s)"
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holder(s) of Ordinary
Shares;
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"Takeover Code"
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the City Code on Takeovers and
Mergers;
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"UK
MAR"
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Regulation (EU) (No 596/2014) of the
European Parliament and of the Council of 16 April 2014 on market
abuse to the extent that it forms part of the domestic law of the
United Kingdom including by virtue of the European Union
(Withdrawal) Act 2018 (as amended from time to time).
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