Getech Grp Regulatory News (GTC)

26 January 2021

Getech Group plc

("Getech" or the "Company")

Two exclusive strategic partnerships that bring Getech, H2 Green and SGN together to advance a network of hydrogen hubs across the UK

Getech, a provider of data, knowledge and software products to the energy industry, announces the signing of two exclusive strategic partnerships, which together position Getech at the forefront of work to establish a national network of hydrogen generation, storage and retail hubs.

Highlights

· Exclusive strategic partnership signed with H2 Green Ltd ("H2 Green") which is focused on establishing a network of large-scale hydrogen generation, storage and refuelling hubs to support public and commercial transport fleets.

o Getech will leverage its expertise through the application of complex geospatial analytics to help H2 Green locate and build a network of hydrogen hubs.

o The partnership is strongly aligned with Getech's strategy to deliver sustainable, diversified growth, by utilising its core skills and technologies to advance the energy transition.

o Strategic partnership includes an exclusive option for Getech to acquire H2 Green for total consideration of up to £1 million, with payment terms structured around commercial and financial performance milestones and with a material equity component to align H2 Green management with Getech shareholders.

o Getech and H2 Green to also collaborate on new product ideas and optimisation services to help customers commence their transition to net zero.

o Stuart Paton (Getech Chairman) and Jonathan Copus (Getech CEO) appointed to the Board of H2 Green as Chairman and Non-Executive Director respectively to further strengthen the relationship and provide strategic input.

· Getech and H2 Green's work has advanced significantly with the signature of a Memorandum of Understanding ("MoU") between H2 Green and SGN Commercial Services ("SGN"), which is a part of the SGN Group, one of the UK's largest gas network operators.

o MoU focused on the regeneration and redevelopment of SGN's extensive land portfolio to create green hydrogen hubs to facilitate hydrogen generation, storage and retail for buses and HGVs.

o An initial focus list of 30 potential hydrogen hub locations has been agreed.

o In a UK first, the parties are also exploring the feasibility for green hydrogen, which would be produced on site, to be stored in redundant gas holders.

o Agreement provides SGN and Getech/H2 Green a scalable exposure to a high-value network opportunity in an exciting growth market.

Jonathan Copus, Chief Executive Officer of Getech commented:

"The hydrogen economy is an exciting growth area where we see material potential to apply Getech's geoscience and geospatial expertise in work for existing and new energy customers.

We are therefore delighted to be using our core skills to support the creation of a national hydrogen infrastructure. The signature of an exclusive strategic agreement with SGN stands as testament to the success of our collaboration with H2 Green.

The opportunities for our skills and technologies to generate revenue whilst supporting the decarbonisation of the transport sector are significant. Getech's option to purchase H2 Green is illustrative of the ambition, scope and materiality of the Group's zero-carbon business development activities. This option provides Getech shareholders with a potential path to capturing transformative asset value, and this is a commercial model that Getech is exploring in other areas of its energy transition work.

This work also demonstrates Getech's adaptability and our focus on the broader hydrogen economy including the potential to apply our geoscience expertise to challenges associated with carbon capture and seasonal hydrogen storage.

Our products, skills and technologies are ready to be deployed in other parts of the energy transition, and we look forward to updating shareholders on further developments in due course."

Luke Johnson, Chief Executive Officer of H2 Green responded:

"H2 Green has been developing a differentiated business case for hydrogen supply. We believe the key to providing affordable hydrogen lies in an optimised network of hydrogen supply, developing alongside demand growth. We also see clear opportunities in redevelopment and repurposing of existing infrastructure. Our links to industry and government have been central to us developing the concept and the strategic relationship with Getech, which we are announcing today, will allow us to accelerate the business proposition. Getech's world-class geospatial expertise allows us to take our analysis of site and network development to another level, and importantly, pass that value to our customers in terms of a lower price per kilogram of hydrogen.

The opportunity to join Getech is particularly exciting for us. Together we have the capability to develop a pipeline of strategic opportunities and rapidly scale our offering nationally. I am particularly pleased to work closely with Stuart Paton and Jonathan Copus, bringing their prior C-suite experience to the fore, where they financed and executed major capital projects for asset-intensive energy companies."

Getech's exclusive strategic partnership with H2 Green

H2 Green is focused on establishing a network of industrial land assets across the UK. Its model represents a shift from higher-cost, on-demand hydrogen production, to a system designed around surplus storage and optimised cost.

Under the exclusive partnership agreement, Getech will use its location analytics expertise to help H2 Green locate, rank and build a network of large-scale hydrogen generation, storage and refuelling hubs, creating a highly efficient UK-wide network to support public and heavy-duty transport fleets.

In undertaking this work, Getech will develop proprietary workflows that use real-world data to predict patterns of hydrogen usage and identify and high-grade potential hydrogen hub locations. This data-driven approach underpins H2 Green's plan to deliver a low-cost national network of reliable clean hydrogen for the UK. Based on modelled project economics, Getech believes H2 Green's approach has the potential to reduce hydrogen costs by more than 20%.

The partnership is strongly aligned with Getech's strategy to deliver sustainable, diversified growth, utilising its core skills and technologies to advance the energy transition. It adds exposure to both potentially transformative asset value, as well as a complementary and growing revenue stream.

Getech and H2 Green are additionally collaborating on a variety of product ideas that are positioned to help fuel users kick-start their transition to net zero.

Getech option to acquire H2 Green

As part of this strategic partnership, Getech has negotiated an exclusive option to purchase H2 Green (the "Option") from Luke Johnson and Ian Spencer, the existing owners of H2 Green.

Technical, commercial, legal and regulatory validation work is currently being undertaken on behalf of Getech by expert third-party providers. H2 Green's strategy is structured around a holding company ("HoldCo") with multiple underlying site-specific operating companies ("OpCo"). Capital investment would be raised at the OpCo level, potentially from different sources, with H2 Green retaining a carried interest in the OpCo. Modelled project economics indicate that this strategy has the potential to generate 'multi million pound' annual EBITDA at each site. This model scales rapidly through the planned establishment of a regional network of hydrogen hubs, which could be further built out both nationally and internationally.

Getech has secured a mechanism through which its cost can be recovered if Getech decides not to exercise its purchase option but H2 Green is subsequently acquired/financed by a separate third party.

To further oversee this initial investment, Getech's Chairman, Stuart Paton, has been appointed as Chairman of H2 Green and Jonathan Copus, Getech's CEO, is to be appointed as a Non-Executive Director of H2 Green.

In the event that the Option is exercised, Getech will acquire H2 Green for a total consideration of up to £1 million, with phased payments structured around satisfaction of key performance milestones and with a material equity component to ensure alignment between H2 Green management and Getech shareholders.

The consideration payable is structured as follows:

· £125,000 on exercise of the Option and completion of the acquisition of H2 Green, with up to 75% of this amount payable through the issue of new shares in Getech;

· £125,000 on entering into legally binding agreements with SGN in respect of 10 or more sites, with up to 50% of this amount payable through the issue of new shares in Getech;

· £125,000 on entering into legally binding funding agreements in relation to the establishment and operation of the first OpCo, with up to 25% of this amount payable through the issue of new shares in Getech;

· £125,000 on receipt by an OpCo of first revenues, with up to 25% of this amount payable through the issue of new shares in Getech; and

· £500,000 at any time when H2 Green generates minimum EBITDA of £250,000 in two successive quarters.

Accordingly, the maximum consideration that could fall due before H2 Green generates first revenue totals £375,000, of which up to 50% will be settled through the issue of new shares in Getech and the cash component of which lies within Getech's current financial capacity.

Exclusive MoU signed between SGN Commercial Services and H2 Green

Further, Getech is pleased to note the signature of a Memorandum of Understanding between H2 Green and SGN Commercial Services, part of the SGN Group, one of the UK's largest gas network operators.

Through this agreement, the Groups will together explore the potential of regenerating sites across Scotland and the south of England to create green hydrogen hubs. These hubs would facilitate green hydrogen generation, storage and retail, providing access to a cleaner and greener alternative to diesel for buses and HGVs. In a UK first, the parties are also exploring the feasibility for green hydrogen, which would be produced on site, to be stored in redundant gas holders.

With the SGN Group's extensive portfolio covering Scotland and the south of England, converting these sites would open a vast network of supply to hydrogen customers, such as hydrogen-powered HGV and bus operators, easing fleet operator range anxiety and lowering cost.

An initial focus list of 30 potential hydrogen hub locations has been agreed, and the companies will now work in collaboration to progress detailed technical and commercial diligence.

The exclusive MoU provides a path for the SGN Group to invest in any developments that result from this collaboration, affording both H2 Green and SGN scalable exposure to a high-value network opportunity in an exciting growth market.

The MoU advances H2 Green's ongoing work to decarbonise the heavy goods vehicle (HGV) and bus markets.

For further information, please contact:

Notes to editors:

Getech (AIM: GTC) has a well-established position within the global energy market, assisting clients with its unique combination of products and services, that utilise the Group's sub-surface skills and geospatial design and implementation capabilities alongside a deep knowledge and understanding of how to deploy data.

The Company is leveraging its strong market position, utilising its existing expertise, and targeting additional commercial opportunities, to de-risk and accelerate the global transition to renewable sources of energy while strengthening its existing and well-established business.

Getech is listed on the AIM market of the London Stock Exchange. For further information, please visit www.getech.com

H2 Green Ltd is establishing a network of industrial land assets across the UK. Its model represents a shift from higher-cost, on-demand hydrogen production, to a system designed around surplus storage and optimised cost. H2 Green's approach has the potential to reduce hydrogen costs by more than 20%.

H2 Green is working with infrastructure and technology companies, vehicle manufacturers and energy providers, to build a reliable hydrogen refuelling network, backed by large-scale storage.

Its collaborative approach is centred around a simple mission: to provide the customer with low-cost hydrogen and security of supply to enable their Net Zero transition.

For further information, please visit www.h2green.co.uk

 SGN Commercial Services is part of the SGN group, who own and operate the gas distribution networks in the south of England, across Scotland and in the west of Northern Ireland. The Group provides a wide-range of specialist and gas-related professional services, operating throughout the UK. SGN's safety-first culture provides bespoke commercial services and green gas solutions to the Group's clients, allowing them to better meet their business needs today and in the future.

For further information, please visit: www.sgncommercialservices.co.uk