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That sounds as if it could be more funding for DNOs to extend the grid along motorways. If that was possible it would remove the need for our off grid solutions along motorways.

The closed period has nothing to do with the placing. The reason for the closed period is that it precedes notification to market of the half yearly report which I think we were told is to be on 20th July. My understanding is also that director dealing is not allowed during a closed period, but does change the obligation under AIM rules and MAR to release any price sensitive information to market as quickly as possible.

Great posts Blue Horizon!

Thinking this through I may have answered some of my own questions:

If De Nora wanted to take a stake in AFC (and they deserve it after all their hard work).
1) At the moment we know they are party to inside information on testing in Germany prior to completion of the JDA. Also likely they are testing alkamem. With all this inside information perhaps they can't take part in this fundraising and any buy in needs to wait until they are able to even if any price is then higher than it is now.
2) If any agreement includes a warranty, we have been told that a De Nora warranty will only cover the electrodes, so AFC need to have funding to honour any warranty of BOP. This could be a reason why the current fundraise needs to be in place before any De Nora warranty agreement.

All conjecture, but could make sense of a plan.

In this case, even with 900m shares in issue I agree that the combination of two deals could make sense and be transformational for AFC. I have no objection at all to AFC making massive strides forward whatever that takes. Unfortunately some history in my long contact with AFC does not inspire trust and taking things at face value. Just pipeline of agreed sales in place would complete the jigsaw!

Well said beachandsurf. Hopefully we will at least get our money back!
I hope this won't prove to be the case, but we should not be as much in the dark as we are, particularly when asked to vote and authorise potential disposal of half the company at an undisclosed price per share for the Resolution 2 and 3 shares.

I fully agree with the sentiment of your post Desertwolf, but observe that the timeline of toxicity is more recent than AB so it do not see him as responsible for it.

Yes Blue Horizon this does add up, and this timing had also crossed my mind.
De Nora taking a stake seems a great step forward for AFC. They have taken a stake in companies they have assisted in the past, so it seems possible and the timing of the next stage of the JDA would fit with that.

However, if they know that De Nora want to take a 25 or 30% stake in AFC in a month, this should raise the sort of funds AFC need even at a bargain price of 16p a share. If this is the case why is there also need for the the current fundraise at a low price with heavy dilution for existing shareholders. If Resolutions 2 and 3 are passed we give AFC authority get over 900 million shares with no further consultation with shareholders. I feel concerned that we could find half the company has been disposed of at a very low price per share across two deals to raise a funding which does not seem immediately necessary. Far better to wait for some of this dilution until it is needed and fundraising shares can be sold at a higher price. If you are right and there is a second issue of shares for De Nora to take a stake of 25 or 30% of AFC at 16p, existing shareholders will be diluted to oblivion. Longstanding and long suffering shareholders will not be seeing anything like the share prices they are hoping for in a very long time if ever.

We are now being asked to vote (my deadline is 13th July) on whether we give authority for the fundraising. Not only whether we agree to their issue, but whether we agree that 16p a share is a fair and reasonable price. This was a 25% discount to the share price on the day prior to the announcement and may be a 50% discount to the broker estimate of value after the share issue. Resolution 1.
We are then asked to give authority to issue of further shares up to a total shares in issue in the 900million range obviously with no information on whether or how these shares could be issued and no further consultation on whether we agree to any price as fair and reasonable. Resolutions 2 and 3.

Communication with shareholders is after all an obligation of the BOD under AIM rules. I don't feel I have enough information on possible sales pipelines, business models and projections to assess whether 16p is a fair and reasonable price and inform my vote. We have missed the AGM presentation this year which is always a valuable insight into 'behind the scenes' of the company. The rules on fundraising are that no prospectus needs to be issued in this case. However, when asking us to vote to authorise disposal of potentially around half the company, surely shareholders should be provided with enough communication/information to feel they are informed enough to vote.

I know that retail investors are not able to access the contents of any brokers note. I understand that institutional investors alone are able to benefit from the analysis, estimates and projections of the broker. However if any information on sales projections of business models is offered by AFC in preparation of a brokers note the AIM rules seem to say (Rule 11 e) that this should remain confidential and that no shares should be traded before this information has been notified. If the first trance of these shares may be admitted for trading as soon as monday it suggests that any factual information provided by AFC contained within the note should be notified to us before the shares start to trade.

We have raised the issue of communication with the BOD in the past when they seemed to not be meeting their obligations under AIM rules. I am getting that feeling again, but this time disposal of half the company is at stake.

Yes, very puzzling. The Energyst article gave me the impression it was Alkamem being used in the reverse osmosis process of the desalination, which as far as I know is distinct from electolysis. Would be great to have clarification. Both articles sound very definite about it. Could all be a mistake though.

Odd that the ask traders article (thanks alwaysone) also mentions that AFC energy are due to install electolysers in UKs biggest desalination plant. AFC don't make electrolysers, so this is clearly not quite right, but what is this about and why have we not been told about something likely to be so price sensitive.

No fuelcellinvestor, I also have no objection to there being 1 billion shares if that is what it takes to progress the company to greatness. My objection is that the company is sold at 16p a share while the masterpiece is concealed behind a curtain. For people who bought shares recently in the 5p range this may seem fine, but many of us have lived through years of 'new dawns' to get here. Many of us are still far underwater on our investment and deserve more transparency and information (this is an obligation of a BOD under AIM rules) before giving authority to issue close to 1 billion shares before the next AGM.

Miko, you seem to have missed a key point.
The current AFC fuel cell is large and heavy and will not be used in cars, trains, boats.
This may apply to the solid version fuel cell which is smaller and lighter and predicted to become available in 2022.

So, 25% discount to the prevailing share price (which may or may not have been walked down).
30% tax relief and 0 capital gains.
We might all be happy with that.

But it would be a good thing if these funds are used for the purposes as defined and are in the hands of long term holders rather than being traded. That would be a very valuable aspect of them. This does seem like a different sort of investor. Hoping they are not keen to take up many more shares at 25% discount though.

Bananaman. I think our posts may have crossed, but this is not a misprint.
The cash value is the nominal value of the shares at 1p a share.
They really are asking us for authority to issue an extra 43% of the company before the next AGM.

Bananaman, I also wondered how 33% of share could have a value of £2million ish and whether it was a misprint, but it must be referring to the nominal value of 1p a share (from memory). So no this is not a misprint, they really are asking for authority to give away another 43% of the company before the next AGM at the price they choose. Fundraising with shares at a 25% discount to the prevailing share price seems a large discount but fair enough if that is what the market would bear. But giving AFC that power when so little information is provided to us about the current position of the company, pipelines and where the current £30 milliion will be spent seems to be taking a liberty.

MIKO I see you are a new poster here. AFC launched their EV charger last December then took one on a roadshow around the country in the spring of this year. To date no contracts for sales have been announced and there are no installations with customers. No further details of sales pipeline, contracts in negotiation are shared with us. ITM are very transparent about their sales pipeline while AFC are very mysterious. I have been doing my own research on AFC for 14 years now so please do not patronise me. You seem to have misunderstood the situation so I suggest you do more of your own research.

But I have no expectation that there will be a change in transparency. Resolutions 2 and 3 of the General Meeting ask us to agree to further share issues of 33% plus 10& of the new level of shares in issue. I agree that it would make no sense to advertise a fund raising. However, it should be done at a fair price determined by being informed about the state of the company. It should not be done at a price where the state of the company is behind a curtain and a masterpiece is concealed from us. The ITM approach inspires confidence.

Yes, this is like watching the curtain being lifted slowly to reveal what is behind the scenes. My argument is that there should be more transparency about what is unfolding behind the scenes. ITM regularly update their sales pipeline figures for under contract, in negotiation and high quality tender opportunities. Why are AFC so unable to offer anything like this type of transparency. If they did it may make it more difficult for people to walk down the share price as investors would have more confidence and not part with their shares at below value. Further, when you don't have signed contracts but do have MOUs information about those MOUs is material.

My thinking here is that we really do need better communication.
If this level of dilution is needed to take the company forward, so be it, but the AFC really do need to communicate where they are so that any fundraise is at a fair value. I suspect with better news flow the present one could have been based on a higher share price.

Yes Pepe is correct.
The General meeting has three resolutions.
Resolution 1 is to allow extension of the current BOD powers to raise the current £30m. This will take the shares in issue to (I think) 478m + 187.5m = 665.5m
Resolution 2 is to allow allocation of a further 33% above this enlarged share capital.
Resolution 3 is to allow allocation of a further 10% above this enlarged share capital.

I think all this would take us to 951.6 million shares in issue. I would have no objection to this if needed to progress the company and the shares were issued at a fair price. At the moment I feel that BOD communication has reverted to a poor level. We missed the vital AGM presentation this year when we have a chance to catch up with detail of AFC progress. We were yesterday presented with an article suggesting alkamem is due to be used at the Beckton desalination plant. This may not be true, but if it is the case we should be informed and if this sort of information improves the share price it would result in a higher price for new shares issued or more funds for the company for the same level of dilution to us.

I do think we need an update on the company situation, particularly the position regarding sales, but also product development before we offer power for this level of dilution to the BOD. These shares could all be issued at a paltry 16p if we are not given more updates on progress to boost the share price (hopefully) to ensure further dilution is at a fair share price.

I agree Chippyjo. That would take us to 900 million shares. I would be horrified if we got to that and were still not being told about MOUs, had no sales and the further dilution was at 16p.