Board Changes and Grant of Share Options

CAP-XX Limited

18 June 2024

 

18 June 2024

CAP-XX Limited

("CAP-XX" or "the Company")

Board Changes and Grant of Share Options

The Board of CAP-XX Limited, a world leader in the design and manufacture of supercapacitors and energy management systems, is pleased to announce the appointment of Dr Graham Cooley, Peter Fraser and Dr Anthony Sive as Non-Executive Directors of the Company with immediate effect.

Highlights

§ Appointment of three experienced Non-Executive Directors

§ Restructured Board strengthens business development, financial and corporate governance experience, in conjunction with recent appointment of Joanna Morbey as Company Secretary

§ Comprehensive Capital Markets update to be held following publication of the Company's results for the year ending 30 June 2024

§ Grant of options to certain PDMRs and employees

A Strengthened Board

Dr Graham Cooley, Peter Fraser and Dr Anthony Sive will join the CAP-XX Board with immediate effect. The CAP-XX board restructuring strengthens the Company's capabilities and corporate governance for the next stage of its growth and is a further step in the corporate transformation of CAP-XX led by the Chairman, Pat Elliott and the Chief Executive, Lars Stegmann.

Pat Elliott, Chairman of CAP-XX, commented: "I am delighted to be welcoming Graham, Peter and Anthony to the CAP-XX board. They bring extensive and very relevant experience which will prove invaluable as we further exploit the opportunities in numerous applications for the CAP-XX supercapacitor technologies."

Lars Stegmann, Chief Executive of CAP-XX, commented: "FY2024 has been a period of growth, strategic integration and achievement. We have strengthened our leading position in the market, expanded our capabilities and positioned ourselves for further success. At CAP-XX, our primary focus is to optimise production and maximise the commercial applications of our current and emerging technologies. We are dedicated to expanding our global network to leverage strong market growth and are committed to enhancing our margins and cash flow. I look forward to working with the new board to achieve these goals."

Information on new Directors and Company Secretary

Dr Graham Cooley brings a wealth of relevant experience and knowledge to the CAP-XX Board through his background in the power, energy storage and hydrogen sectors over more than 35 years. He was previously Business Development Manager at National Power plc, the UK's largest power generator, and CEO of ITM Power plc, the first hydrogen related company quoted on AIM. Dr Cooley has been involved in a wide range of corporate transactions, including ones that have raised over £600m for UK cleantech SMEs.  He also has a track record of forging industrial partnerships and entering new markets. He has been an active investor in AIM UK cleantech companies for over a decade and holds a PhD in Materials Physics, a MBA and has several fellowship appointments.

Peter Fraser is a qualified chartered accountant with over 30 years of experience in investment banking and corporate advisory. He currently provides ad hoc financial consulting services to corporates and holds a consulting arrangement with Henslow, the Australian member of global advisory network, Oaklins. Peter has extensive expertise in M&A, corporate strategy and capital raisings. His recent advisory roles include working with technology companies specialising in mobile communications and high-tech materials. Throughout his career, Peter has engaged in significant transactions across diverse sectors, including media, technology, healthcare and mining, with a global reach spanning Australia, New Zealand, Japan, South Africa, the USA, the UK, and Europe.

Dr Anthony Sive has over three decades of international business experience and is a seasoned executive. Anthony is committed to social responsibility, governance and strategic oversight. He leverages technology and human ingenuity to drive innovation and uphold ethical standards. His notable achievements include leading several significant business transformations, growing revenues and executing major projects, all while focusing on creating substantial shareholder value. Anthony has a PhD in fluid dynamics, an MCom in advanced finance, is a chartered professional engineer with Engineers Australia and a graduate member of the Australian Institute of Company Directors.

Joanna Morbey has been appointed as Company Secretary of CAP-XX. A member of Chartered Accountants Australia and New Zealand (CA ANZ), she brings over 20 years of professional experience in accounting and company secretarial roles across various industries, including investment banking, property development, and mineral exploration. Joanna has served as Company Secretary for several listed companies in Australia, including Ioneer Ltd, Argonaut Resources NL, and Tamboran Resources Ltd. Her extensive background in corporate governance and compliance is expected to greatly benefit CAP-XX as it expands its operations and strengthens its market position.

Structure for the Committees of the Board

Following the appointments of the three Non-Executive Directors, CAP-XX will be reviewing the composition of the Company's Audit Committee and Remuneration Committee.

Grant of Share Options

The Company has today granted options ("Options") over ordinary shares of no par value in the Company ("Ordinary Shares") to the following Directors of the Company.

Name / Position	Number of Options over Ordinary Shares
Lars Stegmann / Chief Executive Officer	80,000,000
Peter Fraser / Non-Executive Director	10,000,000
Dr Anthony Sive / Non-Executive Director	10,000,000
Steen Feldskov / Non-Executive Director	10,000,000
Dr Graham Cooley / Non-Executive Director	10,000,000
Patrick Elliott / Chairman	10,000,000

The exercise price of the Options is 0.08p, being the closing mid-market price of an Ordinary Share on 17 June 2024, the last practicable date prior to the grant of the Options.

In addition to the grant of Options to the Directors set out above, the Company is proposing to grant up to a further 40,000,000 Options to employees of the Company. Following these grants of Options, the total number of options outstanding over Ordinary Shares in the Company will be 227,000,000.

The FCA notification, made in accordance with the requirements of the UK Market Abuse Regulation, is appended further below.

Further disclosures pursuant to Rule 17 and Schedule Two, paragraph (g) of the AIM Rules for Companies:

Dr Graham Edward Cooley

The following information regarding the appointment of Dr Graham Edward Cooley, aged 60, is disclosed under Schedule 2(g) of the AIM Rules for Companies:

Current directorships and/or partnerships	Past directorships and/or partnerships (within the last five years)
Light Science Technologies Holdings plc	ITM Power plc
Brigantia Capital Ltd	H2 Green Ltd
Cadent Gas Limited	ITM Power (Trading) Limited
Quadgas Holdco Limited	ITM Power (Shelfco) Limited
Quadgas Investments Bidco Limited	ITM Power (Research) Limited
Quadgas Midco Limited	Motive Fuels Limited
Quadgas Pledgeco Limited	Nanosun Limited
Yelooc Limited	Orkney Hydrogen Trading Ltd
LSTH Trustee Limited	Renewable UK Association
Light Science Technologies Ltd
Tomtech (UK) Limited
LSTH IFB Limited
UK Circuits and Electronics Solutions Limited
UK Circuits and Electronics Solutions Holdings Limited
Quadgas Holdings Topco Limited (UK)
Quadgas Holdings Topco Limited (Jersey)

Nanosun Limited entered into director led administration on 6 February 2024 and on the same date, a pre-pack sale of the business and certain assets was completed.

Dr Cooley currently holds 355,000,000 Ordinary Shares, representing 12.21% of the Company's issued Ordinary Share capital. In conjunction with his appointment, Dr Cooley has been granted Options as set out above.

Mr Peter Fraser

The following information regarding the appointment of Peter Munro Fraser, aged 64, is disclosed under Schedule 2(g) of the AIM Rules for Companies:

Current directorships and/or partnerships	Past directorships and/or partnerships (within the last five years)
Suilven Pty Ltd (Australia)	Baron Partners Limited (Australia)
Slioch Pty Ltd (Australia)	Baron Nominees Pty Limited (Australia)

In conjunction with his appointment, Mr Fraser has also been granted Options as aet out above.

Dr Anthony Sive

The following information regarding the appointment of Dr Anthony Wyndham Mandy Sive, aged 65, is disclosed under Schedule 2(g) of the AIM Rules for Companies:

Current directorships and/or partnerships	Past directorships and/or partnerships (within the last five years)
Cloud Hill Investments Pty Ltd (Australia)	Akabar Just Go Pty Ltd (Australia)
	Steel Reinforcement Institute of Australia

In conjunction with his appointment, Dr Sive has been granted Options as set out above.

Save as set out above there are no further disclosures pursuant to Rule 17 or Schedule Two paragraph (g) of the AIM Rules for Companies in respect of the appointment of Dr Graham Cooley, Peter Fraser and Dr Anthony Sive.

For further information contact:

CAP-XX Limited

Pat Elliott (Chairman)                                                                             [phone]

Lars Stegmann (Chief Executive Officer)

Allenby Capital (Nominated Adviser and Joint Broker)

David Hart / Piers Shimwell (Corporate Finance)                                      [phone]

Tony Quirke / Stefano Aquilino (Sales and Corporate Broking)

Notes to Editors:

CAP-XX (LSE: CPX) is a leader in the design and manufacture of thin, flat supercapacitors and energy management systems used in portable and small-scale electronic devices, and to an increasing extent, in larger applications such as automotive and renewable energy. The unique feature of CAP-XX supercapacitors is their very high power density and high energy storage capacity in a space-efficient prismatic package. These attributes are essential in power-hungry consumer and industrial electronics, and deliver similar benefits in automotive and other transportation applications. For more information about CAP-XX, visit www.cap-xx.com

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them.

1.	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	1) Lars Stegmann 2) Peter Fraser 3) Dr Anthony Sive 4) Steen Feldskov 5) Dr Graham Cooley 6) Patrick Elliott
2.	Reason for the Notification
a)	Position/status	1) Chief Executive Officer 2) Non-Executive Director 3) Non-Executive Director 4) Non-Executive Director 5) Non-Executive Director 6) Chairman
b)	Initial notification/Amendment	Initial Notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	CAP-XX Limited
b)	LEI	213800HECUSIYXH3WN26
4.	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the Financial instrument, type of instrument	Ordinary shares of no par value each
	Identification code	ISIN: AU0000XINAS1
b)	Nature of the transaction	Grant of options
c)	Price(s) and volume(s)	Exercise Price(s) Volume(s) 1) 0.08 pence per share 80,000,000 2) 0.08 pence per share 10,000,000 3) 0.08 pence per share 10,000,000 4) 0.08 pence per share 10,000,000 5) 0.08 pence per share 10,000,000 6) 0.08 pence per share 10,000,000
d)	Aggregated information: -Aggregated volume -Price	n/a
e)	Date of the transaction	17 June 2024
f)	Place of the transaction	Outside of a trading venue

 

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