Results of Placing and Open Offer

RNS Number : 0310D

ITM Power PLC

23 October 2020

 

The information contained in this announcement is inside information for the purposes of article 7 of Regulation (EU) 596/2014.

THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) (THE UNITED STATES), AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.

23 October 2020

ITM Power PLC

("ITM Power" or the "Group" or the "Company")

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   .

Circular and General Meeting

Completion of the Placing and Open Offer are 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 11 November 2020.

In view the COVID-19 pandemic and provisions of The Corporate Insolvency and Governance Act 2020 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 at approximately 9.55 a.m. on 11 November 2020. 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 Chairman 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 General Meeting in person or cast the shareholder's vote.

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/investors-news .

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Record Date for entitlement to participate in the Open Offer	5.00 p.m. on 21 October 2020
Dispatch of the Circular, the Form of Proxy and, to certain Qualifying Non-CREST Shareholders, the Application Form	24 October 2020
Ex-entitlement date for the Open Offer	8.00 a.m. on 23 October 2020
Basic Entitlements and Excess CREST Open Offer Entitlements credited to CREST stock accounts of Qualifying CREST Shareholders	26 October 2020
Recommended latest time and date for requesting withdrawal of Basic Entitlements and Excess CREST Open Offer Entitlements from CREST	4.30p.m. on 4 November 2020
Latest time for depositing Basic Entitlements and Excess CREST Open Offer Entitlements into CREST	3.00 p.m. on 5 November 2020
Latest time and date for splitting Application Forms (to satisfy bona fide market claims only)	3.00 p.m. on 6 November 2020
Latest time and date for receipt of Forms of Proxy for the General Meeting	10.00 a.m. on 9 November 2020
Latest time and date for receipt of completed Application Forms and payment in full under the Open Offer or settlement of relevant CREST instruction (as appropriate)	11.00 a.m. on 10 November 2020
General Meeting	10.00 a.m. on 11 November 2020
Result of Open Offer announced through RNS	11 November 2020
Admission of the New Ordinary Shares to trading on AIM	8.00 a.m. on 12 November 2020
New Ordinary Shares in uncertificated form expected to be credited to accounts in CREST (uncertificated holders only)	As soon as practicable after 8.00 a.m. on 12 November 2020
Date of dispatch of definitive share certificates for the New Ordinary Shares in certificated form (certificated holders only)	on 19 November 2020

For further information, please visit www.itm-power.com or contact:

ITM Power plc Graeme Cooley (CEO) / Andy Allen (CFO) / James Collins (IR)	[phone]
Investec Bank plc (Nominated Adviser and Broker) Jeremy Ellis / Chris Sim / Ben Griffiths / Will Fenby	[phone]
Tavistock (Financial PR and IR) Simon Hudson / Edward Lee / Barney Hayward	[phone]

This announcement should be read in its entirety. In particular, you should read and understand the information provided in the "Important Notices" section of this announcement. 

IMPORTANT NOTICES

This announcement is released by ITM Power PLC and contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 (" MAR "), encompassing information relating to the Placing and Open Offer described above, and is disclosed in accordance with the Group's obligations under Article 17 of MAR.

For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is being made on behalf of the Group by Andy Allen, Chief Financial Officer.

No action has been taken by the Company, Investec, any of their respective affiliates or any person acting on its or their behalf that would permit an offer of the Firm Placing Shares or possession or distribution of this announcement or any other offering or publicity material relating to such placing shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Company and Investec to inform themselves about, and to observe, such restrictions.

No prospectus will be made available in connection with the matters contained in this announcement and no such prospectus is required (in accordance with the Prospectus Regulation) to be published.  Persons needing advice should consult a qualified independent legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED STATES"), AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.  FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION. THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTENDED THAT IT WILL BE SO APPROVED.

This announcement or any part of it does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States, Canada, Australia, the Republic of South Africa or Japan or any other jurisdiction in which the same would be unlawful. No public offering of the placing shares is being made in any such jurisdiction.

The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold directly or indirectly in or into the United States absent registration under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with the securities laws of any state or any other jurisdiction of the United States.  The Firm Placing Shares are being offered and sold by the Company (a) outside the United States in offshore transactions as defined in, and pursuant to, Regulation S under the Securities Act ("Regulation S") or (b) in the in the United States only to persons reasonably believed to be "qualified institutional buyers" (as defined in Rule 144A of the Securities Act) ("QIBs") in transactions not involving any "public offering" within the meaning of Section 4(a)(2) of the Securities Act and/or pursuant to an exemption from, or transaction not subject to, the registration requirements of the Securities Act. It and the prospective beneficial owner of the Firm Placing Shares is, and at the time the Firm Placing Shares are subscribed for will be, (i) outside the United States and subscribing for the placing shares in an "offshore transaction" as defined in, and in accordance with, Regulation S; or (ii) (a) a QIB and (b) subscribing for the Firm Placing Shares pursuant to an exemption from, or in a transaction not subject to, the registration requirements under the Securities Act. No public offering of securities is being made in the United States.  No money, securities or other consideration from any person inside the United States is being solicited and, if sent in response to the information contained in this announcement, will not be accepted.

No prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; the relevant clearances have not been, and will not be, obtained for the South Africa Reserve Bank or any other applicable body in the Republic of South Africa in relation to the Firm Placing Shares and the Firm Placing Shares have not been, nor will they be, registered under or offering in compliance with the securities laws of any state, province or territory of Australia, the Republic of South Africa or Japan.  Accordingly, the placing shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, the Republic of South Africa, or Japan or any other jurisdiction in which such activities would be unlawful.

A variety of factors may cause the Company's and its subsidiaries' (the "group's") actual results to differ materially from the forward ‐ looking statements contained in this announcement. Certain statements included or incorporated by reference within this announcement may constitute "forward-looking statements" in respect of the group's operations, performance, prospects and/or financial condition. These forward ‐ looking statements may be identified by the use of forward ‐ looking terminology, including the terms "believes", "estimates", "plans", "anticipates, "expects", "intends", "may", "will", or "could" or words of similar substance or the negative thereof, or by discussions of strategy, plans, objectives, goals, economic performance, dividend policy, future events or intentions. By their nature, forward-looking statements involve a number of risks, uncertainties and assumptions because they relate to events and depend on circumstances that may or may not occur in the future or are beyond the group's control. Actual results or events may and often do differ materially from those expressed or implied by those statements. Any forward ‐ looking statements reflect the Company's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the group's business, results of operations, financial position, liquidity, prospects, growth and strategies. Forward ‐ looking statements speak only as of the date they are made. The group's actual operating results and financial condition and the development of the industry in which it operates may differ materially from the impression created by the forward ‐ looking statements contained in this announcement. Important factors that could cause these differences include, but are not limited to, the ongoing national and international impact of the Covid-19 pandemic, general economic and business conditions, industry trends, foreign currency rate fluctuations, competition, changes in government and other regulation, including in relation to the environment, health and safety and taxation, labour relations and work stoppages, changes in political and economic stability and changes in business strategy or development plans and other risks.

Accordingly, no assurance can be given that any particular expectation will be met and reliance shall not be placed on any forward-looking statement. Additionally, forward-looking statements regarding past trends or activities shall not be taken as a representation that such trends or activities will continue in the future. The information contained in this announcement is subject to change without notice and no responsibility or obligation is accepted to update or revise any forward-looking statement resulting from new information, future events or otherwise.

In particular, no statement in this announcement is intended to be a profit forecast and no statement of a financial metric (including estimates of EBITDA, profit before tax, free cash flow or net debt) should be interpreted to mean that any financial metric for the current or future financial years would necessarily match or exceed the historical published position of the group. The estimates set out in this announcement have been prepared based on numerous assumptions and forecasts, including those set out in this announcement, some of which are outside of the Company's influence and/or control, and is therefore inherently uncertain and there can be no guarantee or assurance that it will be correct. The estimates have not been audited, reviewed, verified or subject to any procedures by our auditors. You should not place undue reliance on them and there can be no guarantee or assurance that they will be correct. Investec is authorised by the Prudential Regulatory Authority and regulated in the United Kingdom by the Prudential Regulation Authority and the FCA. 

Investec is acting exclusively for the Company and no one else in connection with the Firm Placing, the content of this announcement and other matters described in this announcement.  Investec will not regard any other person as its respective client in relation to the placing, the content of this announcement and other matters described in this announcement and will not be responsible to anyone (including any placees) other than the Company for providing the protections afforded to its clients or for providing advice to any other person in relation to the placing, the content of this announcement or any other matters referred to in this announcement.

This announcement has been issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Investec, any of its affiliates or any person acting on its or their behalf as to, or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

This announcement does not constitute a recommendation concerning any investor's investment decision with respect to the Firm Placing. The price of Ordinary Shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the Ordinary Shares. Past performance is no guide to future performance. The contents of this announcement are not to be construed as legal, business, financial or tax advice. Each investor or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

Any indication in this announcement of the price at which Ordinary Shares have been bought or sold in the past cannot be relied upon as a guide to future performance. No statement in this announcement is intended as a profit forecast or estimate for any period and no statement in this announcement should be interpreted to mean that earnings, earnings per share or income, cash flow from operations or free cash flow for the Company, as appropriate, for the current or future years would necessarily match or exceed the historical published earnings, earnings per share or income, cash flow from operations or free cash flow for the Company.

In connection with the Firm Placing, Investec, its affiliates and any person acting on its or their behalf may take up a portion of Ordinary Shares in the Firm Placing as a principal position and in that capacity may retain, purchase or sell for its own account such shares and other securities of the Company or related investments and may offer or sell such shares, securities or other investments otherwise than in connection with the Firm Placing. Accordingly, references in this announcement to Firm Placing Shares being issued, offered or placed should be read as including any issue, offering or placement of such shares in the Company to Investec, any of its affiliates or any person acting on its or their behalf as, acting in such capacity. In addition, Investec, any of its affiliates or any person acting on its or their behalf may enter into financing arrangements (including swaps, warrants or contracts for difference) with investors in connection with which Investec, any of its affiliates or any person acting on its or their behalf may from time to time acquire, hold or dispose of such securities of the Company, including the placing shares. Neither Investec, any of its affiliates nor any person acting on its or their behalf intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.

The Firm Placing Shares to be issued or sold pursuant to the Firm Placing will not be admitted to trading on any stock exchange other than the London Stock Exchange.

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into or forms part of this announcement.

This announcement has been prepared for the purposes of complying with applicable law and regulation in the United Kingdom and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside the United Kingdom.

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (B) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any 'manufacturer' (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the placing shares have been subject to a product approval process, which has determined that such placing shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "target market assessment"). Notwithstanding the target market assessment, distributors should note that: the price of the Firm Placing Shares may decline and investors could lose all or part of their investment; the Firm Placing Shares offer no guaranteed income and no capital protection; and an investment in the Firm Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The target market assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Firm Placing. Furthermore, it is noted that, notwithstanding the target market assessment, Investec will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the target market assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase or take any other action whatsoever with respect to the Firm Placing Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the placing shares and determining appropriate distribution channels.

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