THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR IN OR INTO ANY OTHER JURISDICTION WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES OF AFC ENERGY PLC IN ANY JURISDICTION WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN ARTICLE 7 OF THE MARKET ABUSE REGULATION NO. 596/2014 AS IT FORMS PART OF THE UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
16 April 2021
AFC Energy plc
("AFC Energy" or the "Company")
Result of Fundraising
AFC Energy plc (AIM: AFC), a leading provider of hydrogen power generation technologies, announces that, further to its announcement of 7.00 a.m. today, it has successfully completed and closed the Fundraising.
The Fundraising, which was oversubscribed, has raised gross proceeds of approximately £36 million through the placing of 48,404,614 new Ordinary Shares ("New Ordinary Shares") with institutional investors and a subscription of 5,038,760 New Ordinary Shares by the ABB group, 2,325,580 New Ordinary Shares by Dutco group and 45,000 New Ordinary Shares by certain Directors ("Director Subscription Shares"), in each case at a price of 64.5 pence per share.
The net proceeds of the Fundraising will be used to support (i) the continued product development of AFC Energy and ABB's next generation high power sustainable electric vehicle (EV) charging solutions; (ii) the development of new power solutions utilising AFC Energy's alkaline fuel cell technology platform, including the high growth global data centre market in collaboration with ABB; and (iii) the continued development of the Company's scalable manufacturing capacity to address possible future growth in system demand.
Admission and Total Voting Rights
In aggregate, 56,259,690 New Ordinary Shares are being issued, comprising 7,364,340 Subscription Shares, 48,404,614 Placing Shares, 45,000 Director Subscription Shares and 445,736 New Ordinary Shares by capitalisation and in settlement of an adviser's fees incurred in connection with the Subscription. The New Ordinary Shares are being allotted and issued conditional on their admission to trading on AIM and will rank pari passu with the existing Ordinary Shares in issue.
Application will be made to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on AIM. It is expected that the New Ordinary Shares will be admitted to trading on AIM at 8.00 a.m. on or around 23 April 2021 (or such later date as may be agreed between the Company and the Joint Bookrunners, but no later than 30 April 2021).
Following Admission, the total number of Ordinary Shares in the Company in issue will be 732,750,500 and the total number of voting rights will be 732,750,500. This figure may be used by shareholders 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 Company under the FCA's Disclosure Guidance and Transparency Rules.
Conditions to the Placing and Admission
The Placing is conditional, amongst other things, upon:
(i) none of the warranties given by the Company to the Joint Bookrunners being untrue, inaccurate or misleading in each case by reference to the facts and circumstances then subsisting;
(ii) the Company having performed all of its obligations under the Placing Agreement to be performed prior to the Admission and not being in breach of the Placing Agreement;
(iii) there not having occurred, in the opinion of the Joint Bookrunners (acting together and in good faith), a Material Adverse Change at any time prior to Admission; and
(iv) Admission having become effective by not later than 8.00 a.m. on 23 April 2021 (or such later time or date as the Company and the Joint Bookrunners may agree, not later than 8.00 a.m. on 30 April 2021).
Adam Bond, Chief Executive of AFC Energy, said:
"Global markets for sustainable power systems continue to grow as timelines for delivering Net Zero draw ever near.
AFC Energy continues to validate its proposition in the off-grid power market, and through high quality international partnerships with ABB and Dutco, the strategic investments they make into our Company, and the continued support of our investors, we are increasingly well positioned to successfully deliver on this growing market.
"We are delighted with the results of today's oversubscribed fundraise which will further strengthen our manufacturing capability and position AFC Energy to capitalise on these emerging opportunities, with our partners, in furtherance of a more sustainable future."
Unless the context otherwise requires, capitalised terms in this Announcement shall have the meanings given to such terms in the Company's announcement at 7.00 a.m. on 16 April 2021.
AFC Energy plc
Adam Bond (Chief Executive Officer)
+44 (0) 1483 276 726
WH Ireland - Nominated Adviser and Joint Bookrunner
Mike Coe / Chris Savidge (Corporate Finance)
Jasper Berry (Corporate Broking)
+44 (0) 207 220 1666
M C Peat & Co LLP - Joint Bookrunner
+44 (0) 20 7104 2334
Zeus Capital Ltd - Joint Bookrunner
Dan Harris (Corporate Finance)
John Goold / Dominic King (Corporate Broking)
+44 (0) 203 829 5000
FTI Consulting - Public Relations
Sara Powell / Ben Brewerton
+44 (0) 203 727 1000