AFC Energy Regulatory News (AFC)

EMBARGOED FOR 4.41 P.M. ON 30 JUNE 2020.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014.

THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF AFC ENERGY PLC.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") AND HAS BEEN APPROVED BY PRIMARYBID LIMITED WHICH IS AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (FRN 779021)

30 June 2020

AFC Energy Plc

("AFC Energy" or the "Company")

PrimaryBid.com Offer

AFC Energy Plc (LON: AFC), a developer of alkaline fuel cells which use hydrogen for zero emission electricity generation, is pleased to announce a conditional offer for subscription via PrimaryBid (the "PrimaryBid Offer") of new ordinary shares of 0.1 pence each in the Company ("New Ordinary Shares") at an issue price of 16 pence per New Ordinary Share (the "Issue Price"), being a discount of 25.2 per cent to the closing mid-price on 29 June 2020 ("PrimaryBid Shares"). The Company is also conducting a placing of new Ordinary Shares at the Issue Price by way of an accelerated bookbuild process (the "Placing") as announced on 30 June 2020.

The PrimaryBid Offer will utilise the Company's existing shareholder authorities to allot the PrimaryBid Shares on a non-pre-emptive basis for cash.

Allotment and issue of the PrimaryBid Shares shall be subject to and conditional on admission of the Firm Fundraising Shares and the PrimaryBid Shares to trading on AIM.

The Company will use the funds raised to support the continued development of the Company as it moves from the development phase of its products and technology into the manufacture and commercialisation of them.

PrimaryBid Offer

The Company values its retail investor base and is therefore pleased to provide private and other investors the opportunity to participate in the PrimaryBid Offer by applying exclusively through the www.PrimaryBid.com platform and the PrimaryBid mobile app available on the Apple App Store and Google Play. PrimaryBid does not charge investors any commission for this service.

The PrimaryBid Offer, via the PrimaryBid.com platform, will be open to individual and institutional investors from 4.41 p.m. to 8.00 p.m. on 30 June 2020. The PrimaryBid Offer may close early if it is oversubscribed.

The PrimaryBid Offer is conditional upon (amongst other things) the Placing Agreement not having been terminated and Second Admission occurring on or before 8.00 a.m. on 6 July 2020 (or such later date and /or time as the Joint Bookrunners and the Company may agree, being no later than 8.00 a.m. on 13 July 2020 in respect of the Firm Placing).

There is a minimum subscription of £100 per investor under the terms of the PrimaryBid Offer which is open to existing shareholders and other investors subscribing via PrimaryBid.com. Subscriptions under the PrimaryBid Offer will be considered by the Company on a "first come, first served" basis, subject to conditions which are available to view on PrimaryBid.com.

The Company in consultation with PrimaryBid reserves the right to scale back any order, or prioritise orders by existing shareholders, at its discretion. The Company and PrimaryBid reserve the right to reject any application for subscription under the PrimaryBid Offer without giving any reason for such rejection.

No commission is charged to investors on applications to participate in the PrimaryBid Offer made through PrimaryBid. It is vital to note that once an application for New Ordinary Shares has been made and accepted via PrimaryBid, an application cannot be withdrawn.

For further information on PrimaryBid.com or the procedure for applications under the PrimaryBid Offer, visit www.PrimaryBid.com or call PrimaryBid.com on +44 20 3026 4750. 

The New Ordinary Shares will be issued free of all liens, charges and encumbrances and will, when issued and fully paid, rank pari passu in all respects with the Company's existing Ordinary Shares.

Additional Information

Details of the Offer

The Company highly values its retail investor base which has supported the Company alongside institutional investors over several years. Given the longstanding support of retail shareholders, the Company believes that it is appropriate to provide retail and other interested investors the opportunity to participate in the PrimaryBid Offer. The Company is therefore making the PrimaryBid Offer available exclusively through PrimaryBid.com.

The PrimaryBid Offer is offered under the exemptions against the need for a prospectus allowed under the Prospectus Regulation Rules. As such, there is no need for publication of a prospectus pursuant to the Prospectus Regulation Rules, or for approval of the same by the Financial Conduct Authority. The PrimaryBid Offer is not being made into any Restricted Jurisdiction or any other jurisdiction where it would be unlawful to do so.

There is a minimum subscription of £100 per investor under the terms of the PrimaryBid Offer which is open to existing shareholders and other investors subscribing via PrimaryBid.com. This allocation will be filled on a "first come first served" basis.

For further details please refer to the PrimaryBid.com website at www.PrimaryBid.com. The terms and conditions on which the PrimaryBid Offer is made, including the procedure for application and payment for New Ordinary Shares, is available to all persons who register with PrimaryBid.com.

Definitions used in the Placing announcement of today's date shall have the same meaning in this announcement unless the context otherwise requires.

Investors should make their own investigations into the merits of an investment in the Company. Nothing in this announcement amounts to a recommendation to invest in the Company or amounts to investment, taxation or legal advice.

It should be noted that a subscription for New Ordinary Shares and investment in the Company carries a number of risks. Investors should consider the risk factors set out on PrimaryBid.com before making a decision to subscribe for New Ordinary Shares. Investors should take independent advice from a person experienced in advising on investment in securities such as the New Ordinary Shares if they are in any doubt. 

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