Result of EGM

RNS Number : 7304T

Ceres Power Holdings plc

17 December 2012

 



THIS ANNOUNCEMENT IS RESTRICTED AND IT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, AUSTRALIA OR NEW ZEALAND OR ANY OTHER STATE OR JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL

17 December 2012

Ceres Power Holdings plc

RESULT OF GENERAL MEETING

Ceres Power Holdings Plc ("Ceres" or the "Company") is pleased to announce that at the General Meeting held earlier today, all of the Resolutions set out in the Notice of General Meeting included in the Circular sent to Shareholder on 30 November 2012 were duly passed.

On 29 November 2012, the Company announced that it was proposing to raise approximately GBP3.30 million (before expenses), through a Firm Placing and Placing and Open Offer of an aggregate of 330,000,000 New Ordinary Shares at a price of 1 pence per New Ordinary Share.

The results of the Open Offer were announced on 14 December 2012.

The fact that the Resolutions were duly passed means that the Company can now allot the New Ordinary Shares and proceed to complete the Firm Placing and Placing and Open Offer .

The Firm Placing and Placing and Open Offer remains conditional upon admission of the New Ordinary Shares to be  issued pursuant to the Firm Placing and Open Offer to trading on AIM ("Admission"), which is expected to become effective  at 8:00am on 18 December 2012.

Upon Admission, the issued share capital of the Company will be 416,215,662 Ordinary Shares of 1 pence each which carry voting rights and 86,215,662 Deferred Shares of 4 pence each. The Deferred Shares do not carry voting rights, are not listed and are effectively valueless. It is intended that the Deferred Shares will be surrendered for value and/or cancelled in due course. No shares are held in treasury. Therefore, the total number of voting rights in the Company, immediately following Admission, will be 416,215,662, which is the figure that may be used by shareholders in the Company 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 share capital of the Company.

The results of the proxy votes received in advance of the meeting are reported below:

Resolution type	Resolution	Votes in favour	Votes against	Votes withheld	Total proxies cast (excluding votes withheld)
Ordinary Resolution	1. To sub-divide each Existing Ordinary Share into 1 New Ordinary Share and 1 Deferred Share, and to adopt amended Articles of Association to reflect the creation of, and to set out the rights in relation to, the Deferred Shares	22,612,549	4,877	0	22,617,426
Special Resolution	2. To authorise the Directors under section 551 of the Act to allot shares up to an aggregate nominal amount of £3,300,000 for the purposes of the Fundraise. If passed, this authority will expire on 17 March 2014	22,612,549	4,877	0	22,617,426
Ordinary Resolution	3. To disapply the pre-emption rights provisions of sections 570 and 573 of the Act in respect of the allotment of equity securities pursuant to the Fundraise. If passed, this authority will expire on 17 March 2014	22,595,486	5,377	16,563	22,600,863

The definitions used in this announcement have the same meaning as defined in the Circular sent to shareholders on 30 November 2012.

For further information please contact:

Ceres Power Holdings plc Rex Vevers, Finance Director	Tel. [phone]
Investec Bank plc (Nominated Adviser and Broker) Chris Sim / James Ireland	Tel. [phone]

Notes to editors:

Ceres Power is a leading developer of clean, efficient, cost‐effective fuel cell technology for use in decentralised energy products that reduce operating costs, lower CO2 emissions and improve energy security. The Company's mass manufacturable technology platform, the Fuel Cell Module, is based on the Company's unique patented intermediate temperature solid oxide fuel cell technology operating on mains natural gas or in the future a range of other fuels including packaged fuels, such as LPG. The Company is listed on the AIM market of the London Stock Exchange, and has facilities in Horsham and Crawley, UK, including a pilot-scale fuel cell manufacturing facility.

Important notice:

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 New Ordinary Shares, nor shall it (or any part of it), or the fact of its distribution, form the basis of, or be relied on in connection with or act as any inducement to enter into, any contract or commitment whatsoever with respect to the proposed Firm Placing and Placing and Open Offer or otherwise. This announcement is not a prospectus and investors should not subscribe for or purchase any New Ordinary Shares referred to in this announcement.

The distribution of this announcement and/or the transfer of the New Ordinary Shares in or into jurisdictions other than the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about and observe such restrictions. Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdiction. In particular, this announcement should not be distributed, forwarded to, or transmitted in or into the United States, Australia, Canada, Japan, the Republic of South Africa or New Zealand.

The New Ordinary Shares referred to in this announcement will not be offered in or into any jurisdiction unless such an offer can be made without contravention of any unfulfilled registration or other legal or regulatory requirements. The New Ordinary Shares have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction in the United States and may not be offered or sold in the United States absent registration or an exemption from registration. The New Ordinary Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority, nor have the foregoing authorities passed upon or endorsed the merits of the Firm Placing and Placing and Open Offer or the accuracy or adequacy of the information contained in this announcement or any other document. Any representation to the contrary is unlawful and is a criminal offence in the United States.

Investec Bank plc, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for the Company and no one else in connection with the Firm Placing and Placing and Open Offer and will not regard any other person (whether or not a recipient of the Circular) as its client in relation to the Firm Placing and Placing and Open Offer and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in connection with the Firm Placing and Placing and Open Offer or any other matter referred to herein.

 

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