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THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF IRELAND, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A BREACH OF THE RELEVANT SECURITIES LAWS OF SUCH JURISDICTION.
19 July 2012
ITM Power plc
("ITM" or the "Company")
FIRM PLACING OF 10,000,000 PLACING SHARES AND OPEN OFFER OF UP TO 7,797,621 OPEN OFFER SHARES AT AN ISSUE PRICE OF 50 PENCE PER NEW ORDINARY SHARE
ITM Power plc, the energy storage and clean fuel company, today announces that it has raised £5 million before expenses through the issue of 10,000,000 New Ordinary Shares by way of a Firm Placing to certain institutional investors and Peter Hargreaves, a Non-Executive Director, at 50 pence per New Ordinary Share (which represents no discount or premium to the closing price of 50p on 18 July 2012) by Singer Capital Markets. The Company intends to issue up to a further 7,797,621 New Ordinary Shares to be issued by way of an Open Offer at 50 pence per New Ordinary Share.
The Directors believe that the business is well placed to deliver long term growth from the development of four commercial sectors. Those sectors can be highlighted by four initial reference deals between members of the Group and various entities, which include:
(a) UAVs, as referenced by the Company's product development contract with Boeing Research & Technology Europe S.L.;
(b) materials handling, as referenced by the Company's materials handling pilot trial for Marks & Spencer plc;
(c) UK mobility, as referenced by the Company's involvement with EcoIsland Partnership CIC; and
(d) EU mobility, as referenced by the hydrogen refuelling agreement between the Company and GHR Hochdruck-Reduziertechnik GmbH.
The Directors intend to use the net proceeds of the Fundraisings to provide the Group with additional financial resources to underpin its balance sheet and thereby improve the ability of the Group to develop its income stream as well as to:
(a) fund development of the Group's business in the four market sectors referred to above;
(b) fund development by the Group of energy storage by gas injection products;
(c) address lease model working capital requirements; and
(d) in respect of £1,100,000 of the Firm Placing which is to be invested by Carbon Trust Investments Limited, to fund a research and development project to be carried out by ITM in relation to the application of the Group's technology in the field of motive power for vehicles in accordance with the project agreement entered into with The Carbon Trust.
The Company has entered into an agreement with The Carbon Trust in relation to a specific research and development project to be carried out by ITM in relation to the application of ITM's technology in the field of motive power for vehicles (the "Project"). The agreement does not become effective unless and until Carbon Trust Investments Limited (an affiliate of The Carbon Trust) has subscribed £1,100,000 for New Ordinary Shares as part of the Firm Placing. Under the agreement, £1 is payable by The Carbon Trust in consideration for ITM agreeing to undertake the Project in accordance with the terms of the agreement. As part of the agreement, ITM will use the £1,100,000 invested by from Carbon Trust Investments Limited as part of the Firm Placing, exclusively in relation to the Project.
The Company has entered into an Underwriting Letter with Peter Hargreaves, whereby Peter Hargreaves has undertaken to subscribe for New Ordinary Shares at the Issue Price in respect of the amount by which the aggregate proceeds of the Firm Placing (before expenses) received by the Company are less than £5 million. The Firm Placing is therefore underwritten by Peter Hargreaves to the extent required to result in the Company raising a minimum of £5 million (before expenses) pursuant to the Firm Placing. Participation in the Firm Placing by Peter Hargreaves and entry into the Underwriting Letter with the Company constitute a related party transaction under Rule 13 of the AIM Rules. The Directors (with the exception of Peter Hargreaves) consider, having consulted with the Company's nominated adviser, Singer Capital Markets, that the terms of Peter Hargreaves participation in the Firm Placing and the terms of the Underwriting Letter are fair and reasonable in so far as the Shareholders are concerned.
Application has been made to the London Stock Exchange for 10,000,000 Placing Shares to be admitted to trading on AIM. It is expected that First Admission will become effective and that dealings will commence in the Placing Shares (and, where applicable, CREST members' accounts credited in respect of Placing Shares in uncertificated form) at 8 a.m. on 20 July 2012.
Following First Admission, the Company's issued share capital will consist of 121,077,230 Ordinary Shares. There are no Ordinary Shares held in treasury. Therefore, in accordance with the FSA's Disclosure and Transparency Rule 5.6.1, the Company confirms that following First Admission, the total number of voting rights in the Company will be 121,077,230.
A circular has today been sent to Shareholders outlining the terms of the Placing and Open Offer (the "Circular").
Roger Putnam, Non-Executive Chairman of the Company, said:
"At this crucial time in the Company's development it is important that we have a strong balance sheet to support our on-going commercial relationships. I am delighted that Peter Hargreaves, our existing institutional shareholders and some new institutions have shown their commitment to the Company in this funding round. The Board feel that it is important our existing shareholders are also given the opportunity to participate alongside our institutional shareholders and for this reason we are also making an open offer of shares to existing shareholders at the same price as the offer of shares to institutional investors."
For further information please contact:
ITM Power plc | 0114 244 5111 | |
Graham Cooley, Chief Executive Officer | ||
Singer Capital Markets Limited | 0203 205 7500 | |
Shaun Dobson | ||
Samantha New | ||
Tavistock Communications | 0207 920 3150 | |
Simon HudsonKelsey Traynor |
DISCLAIMER
Singer Capital Markets Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as nominated adviser and broker to the Company in connection with the matters described in this announcement. Persons receiving this announcement should note that Singer Capital Markets Limited will not be responsible to anyone other than the Company for providing the protections afforded to clients of Singer Capital Markets Limited or for advising any other person on the arrangements described in this announcement. Singer Capital Markets Limited has not authorised the contents of, or any part of, this announcement and no liability whatsoever is accepted by Singer Capital Markets Limited for the accuracy of any information or opinions contained in this announcement or for the omission of any information.
Due to restrictions under the securities laws of the Restricted Jurisdictions and subject to certain exemptions, Shareholders who have registered addresses in, or who are resident or ordinarily resident in, or citizens of, any Restricted Jurisdiction will not qualify to participate in the Open Offer and will not be sent an Application Form nor will their stock accounts in CREST be credited with Basic Entitlements or Excess Open Offer Entitlements. The New Ordinary Shares have not been and will not be registered under the relevant laws of any Restricted Jurisdiction or any state, province or territory thereof and may not be offered, sold, resold, delivered or distributed, directly or indirectly, in or into any Restricted Jurisdiction or to, or for the account or benefit of, any person with a registered address in, or who is resident or ordinarily resident in, or a citizen of, any Restricted Jurisdiction except pursuant to an applicable exemption. No offer of New Ordinary Shares is being made by virtue of the Circular or the Application Forms into any Restricted Jurisdiction.
The Circular is directed and issued only to the shareholders of ITM Power plc and their representatives and shall not be distributed to or used by any other person. Overseas shareholders and any person (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward the Circular to a jurisdiction outside the United Kingdom should seek appropriate advice before taking any action.
FIRM PLACING OF 10,000,000 PLACING SHARES AND OPEN OFFER OF UP TO 7,797,621 OPEN OFFER SHARES AT AN ISSUE PRICE OF 50 PENCE PER NEW ORDINARY SHARE
1. Introduction
On 19 July 2012, the Company announced a share issue to raise £5,000,000 (before expenses) through the issue of 10,000,000 New Ordinary Shares by way of a Firm Placing at 50 pence per New Ordinary Share to certain institutional investors and Peter Hargreaves and up to a further 7,797,621 New Ordinary Shares to be issued through an Open Offer at 50 pence per New Ordinary Share. The Issue Price represents no discount or premium to the price of 50 pence per share, being the Closing Price of the Existing Ordinary Shares on 18 July 2012.
The total amount that the Company could raise pursuant to the Fundraisings is £8,898,810.50 million (before expenses), assuming that all the Open Offer Entitlements are taken up.
The announcement sets out in more detail the background to the Company's position and the terms of the Fundraisings.
The Firm Placing is underwritten by Peter Hargreaves.
2. Background to and reasons for the Fundraisings and use of proceeds
The Directors believe that the business is well placed to deliver long term growth from the development of four commercial sectors. Those sectors can be highlighted by four initial reference deals between members of the Group and various entities, which include:
(a) UAVs, as referenced by the Company's product development contract with Boeing Research & Technology Europe S.L.;
(b) materials handling, as referenced by the Company's materials handling pilot trial for Marks & Spencer plc;
(c) UK mobility, as referenced by the Company's involvement with EcoIsland Partnership CIC; and
(d) EU mobility, as referenced by the hydrogen refuelling agreement between the Company and GHR Hochdruck-Reduziertechnik GmbH.
The Directors intend to use the net proceeds of the Fundraisings to provide the Group with additional financial resources to underpin its balance sheet and thereby improve the ability of the Group to develop its income stream as well as to:
(a) fund development of the Group's business in the four market sectors referred to above;
(b) fund development by the Group of energy storage by gas injection products;
(c) address lease model working capital requirements; and
(d) in respect of £1,100,000 which is to be invested by Carbon Trust Investments Limited, to fund a research and development project to be carried out by ITM in relation to the application of the Group's technology in the field of motive power for vehicles in accordance with the project agreement entered into with The Carbon Trust, further details of which are set out in paragraph 3.10 of Part IV of the Circular.
3. Future activities
The Company has identified the four key market sectors, referred to above, as representing the best commercial channels to target for its technology and products and believes there to be significant growth potential for those sectors. The Company is developing commercial relationships in all of those sectors, and is currently in discussions with certain global companies in respect of UAVs, leading UK retailers and others in respect of materials handling and bodies considering H2Mobility in other countries.
The Group is also focusing on the newly developing energy storage by gas injection sector. The Directors believe that this energy storage sector has the potential to be important in the utilisation of renewable energy, particularly wind energy, and that the Company is well placed to be an early mover with its scalable megawatt electrolysis units.
4. Details of the Firm Placing
It was announced today that the Company has conditionally placed up to 10,000,000 New Ordinary Shares at 50 pence per share with certain existing and new investors to raise £5 million (before expenses). The Placing Shares are not subject to claw back and are not part of the Open Offer.
The Firm Placing is conditional upon, among other things, First Admission becoming effective by 8.00am on 20 July 2012 (or such later time or date not being later than 8.00am on 20 August 2012 as the Company and Singer Capital Markets may decide).
If the conditions are not satisfied, or the Placing Agreement is otherwise terminated in accordance with its terms, the Firm Placing will not proceed. Otherwise it is expected that First Admission will become effective and that dealings in respect of the Placing Shares will commence at 8.00 am on 20 July 2012. The Placing is not conditional upon the Open Offer.
A summary of the Placing Agreement appears in paragraph 3.1 of Part IV of the Circular.
5. Details of the Open Offer
ITM is proposing to raise up to £3,898,810.50 (before expenses) pursuant to the Open Offer, being €4,970,983.38 at the exchange rate of £1:€1.275 quoted in The Financial Times newspaper on 18 July 2012, the last Business Day prior to the announcement of the Fundraisings.
The proposed Issue Price of 50 pence per Open Offer Share is the same price as the price at which the Placing Shares are being issued.
The Open Offer is being made on a pre-emptive basis, allowing all Qualifying Shareholders the opportunity to participate. The Open Offer is not conditional upon completion of the Placing or the level of applications made to subscribe under the Open Offer.
Subject to fulfilment of the conditions set out below, and in Part II of the Circular, the Open Offer provides Qualifying Shareholders with the opportunity to apply to acquire Open Offer Shares at the Issue Price pro rata to their holdings of Existing Ordinary Shares as at the Record Date on the following basis:
0.0702 Open Offer Shares for every 1 Existing Ordinary Share
and in proportion for any other number of Existing Ordinary Shares then held.
Entitlements to apply to acquire Open Offer Shares will be rounded down to the nearest whole number and any fractional entitlements to Open Offer Shares will be disregarded in calculating a Basic Entitlement and will be aggregated and made available to Qualifying Shareholders pursuant to the Excess Application Facility.
The Open Offer is subject to Second Admission becoming effective by 8.00am on 8 August 2012 (or such later time or date not being later than 8.00am on 8 September 2012 as the Company and Singer Capital Markets may decide).
If that condition is not satisfied the Open Offer will not proceed and any Open Offer Entitlements admitted to CREST will thereafter be disabled and application monies under the Open Offer will be refunded to the applicants, by cheque (at the applicant's risk) in the case of Qualifying non-CREST Shareholders and by way of a CREST payment in the case of Qualifying CREST Shareholders, without interest, as soon as practicable thereafter.
Excess Applications
The Open Offer is structured to allow Qualifying Shareholders to subscribe for Open Offer Shares at the Issue Price pro rata to their holdings of Existing Ordinary Shares. Qualifying Shareholders may also make applications in excess of their pro rata initial entitlement up to an amount equal to the total number of Open Offer Shares available under the Open Offer less an amount equal to such Qualifying Shareholder's Basic Entitlement. To the extent that pro rata entitlements to Open Offer Shares are not subscribed by Qualifying Shareholders, such Open Offer Shares will be available to satisfy such Excess Applications. Applications for Excess Shares may be allocated in such manner as the Directors may determine, in their absolute discretion, and no assurance can be given that Excess Applications by Qualifying Shareholders will be met in full or in part or at all.
The aggregate number of Ordinary Shares available for subscription pursuant to the Open Offer (including under the Excess Application Facility) is 7,797,621 Ordinary Shares.
Excess Applications will be rejected if and to the extent that acceptance would result in a Qualifying Shareholder, together with those acting in concert with him/her for the purposes of the Takeover Code, reaching the 29.9 per cent. Aggregate Limit immediately following Second Admission.
Qualifying Shareholders should note that the Open Offer is not a rights issue. Qualifying non-CREST Shareholders should be aware that the Application Form is not a negotiable document and cannot be traded. Qualifying Shareholders should also be aware that in the Open Offer, unlike in a rights issue, any Open Offer Shares not applied for will not be sold in the market nor will they be placed for the benefit of Qualifying Shareholders who do not apply under the Open Offer.
Admission, settlement and dealings
Application will be made to the London Stock Exchange for the Open Offer Shares to be admitted to trading on AIM. It is expected that Second Admission will become effective and that dealings in respect of the Open Offer Shares will commence at 8.00am on 8 August 2012. Further information in respect of settlement and dealings in the Open Offer Shares is set out in paragraph 4 of Part II of the Circular.
Overseas Shareholders
Certain Overseas Shareholders may not be permitted to subscribe for Open Offer Shares pursuant to the Open Offer and should refer to paragraph 7 of Part II of the Circular.
CREST instructions
Application has been made for the Basic Entitlements and Excess Open Offer Entitlements for Qualifying CREST Shareholders to be admitted to CREST. It is expected that the Basic Entitlements will be admitted to CREST on 20 July 2012. The Excess Open Offer Entitlements will also be enabled for settlement in CREST on 20 July 2012. Applications through the CREST system will only be made by the Qualifying Shareholder originally entitled or by a person entitled by virtue of a bona fide market claim.
6. Details of the Underwriting
The Company has entered into an Underwriting Letter with Peter Hargreaves, whereby Peter Hargreaves has undertaken to subscribe for New Ordinary Shares at the Issue Price in respect of the amount by which the aggregate proceeds of the Firm Placing (before expenses) received by the Company are less than £5 million. The Firm Placing is therefore underwritten by Peter Hargreaves to the extent required to result in the Company raising a minimum of £5 million (before expenses) pursuant to the Firm Placing.
A summary of the Underwriting Letter appears in paragraph 3.3 of Part IV of the Circular.
It is anticipated that any subscription to be made pursuant to the Underwriting Letter will be made on or about the date of completion of the Placing and that admission to trading on AIM of the Underwriting Shares would take place on or about the date of First Admission and in any event no later than Second Admission.
7. Effect of the Fundraisings
Upon Second Admission, and assuming full subscription of the Open Offer, the Enlarged Share Capital is expected to be 128,874,851 Ordinary Shares. On this basis, the New Ordinary Shares will represent approximately 13.8 per cent. of the Enlarged Share Capital of which the Placing Shares will represent 7.8 per cent. of the Enlarged Share Capital.
The New Ordinary Shares will, when issued and fully paid, rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid on or in respect of the Ordinary Shares after the date of the First Admission or the Second Admission pursuant to the Placing or the Open Offer respectively.
Following the issue of the New Ordinary Shares pursuant to the Firm Placing and the Open Offer, assuming full subscription of the Open Offer and no further exercise of options under ITM Share Option Schemes, Qualifying Shareholders who do not take up any of their Open Offer Entitlements will suffer a dilution of approximately 13.8 per cent. to their economic interests in the Company and those who take up their Basic Entitlement in full will suffer a dilution of 7.8 per cent. to their economic interests in the Company.
8. Current trading and prospects
On 19 July 2012 the Company published its annual results for the year ended 30 April 2012. Since the year end the Company has traded in line with Board expectations.
9. Action to be taken
The latest time for applications under the Open Offer to be received is 11.00 am on 3 August 2012. The procedure for application and payment depends on whether, at the time at which application and payment is made, you have an Application Form in respect of your entitlement under the Open Offer or have Open Offer Entitlements credited to your stock account in CREST in respect of such entitlement.
If you are a Qualifying non-CREST Shareholder you will have received an Application Form which gives details of your Basic Entitlement under the Open Offer (as shown by the number of the Basic Entitlements allocated to you). If you wish to apply for Open Offer Shares under the Open Offer, you should complete the Application Form accompanying the Circular in accordance with the procedure for application set out in paragraph 4 of Part II of the Circular and on the Application Form itself. The completed Application Form, accompanied by full payment, should be returned by post or by hand (during normal business hours only) to Capita Registrars, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU so as to arrive as soon as possible and in any event no later than 11.00 am on 3 August 2012.
If you are a Qualifying CREST Shareholder, no Application Form is enclosed with the Circular but you will receive a credit to your appropriate stock account in CREST in respect of the Basic Entitlements representing your Qualifying Shareholder Entitlement under the Open Offer. You should refer to the procedure for application set out in paragraph 4 of Part II of the Circular. The relevant CREST instruction should be settled as soon as possible and in any event must have settled by no later than 11.00 am on 3 August 2012.
If you are in any doubt as to what action you should take, you should immediately seek your own personal financial advice from your stockbroker, bank manager, solicitor, accountant or other independent professional adviser duly authorised under FSMA if you are resident in the United Kingdom or, if not, from another appropriate authorised independent financial adviser.
10. Additional information
Your attention is drawn to the Terms and Conditions of the Open Offer, the Risk Factors and Additional Information set out in Parts II, III and IV of the Circular. Shareholders are advised to read the whole of the Circular and not only the summary information in this announcement.
11. Intentions of the Directors in relation to the Firm Placing and the Open Offer
Peter Hargreaves has agreed to subscribe for 1,800,000 Placing Shares pursuant to the Firm Placing.
The Directors do not intend to acquire Open Offer Shares pursuant to their respective Open Offer Entitlements other than Graham Cooley who intends to apply for 60,000 Open Offer Shares pursuant to the Open Offer.
12. Taxation
Your attention is drawn to the taxation section contained in paragraph 11 of Part II of the Circular. If you are in any doubt as to your tax position, you should consult your own independent financial adviser immediately.
13. Related party transactions
Participation in the Firm Placing by Peter Hargreaves and entry into the Underwriting Letter with the Company constitute a related party transaction under Rule 13 of the AIM Rules. The Directors (with the exception of Peter Hargreaves) consider, having consulted with the Company's nominated adviser, Singer Capital Markets, that the terms of Peter Hargreaves participation in the Firm Placing and the terms of the Underwriting Letter are fair and reasonable in so far as the Shareholders are concerned.
14. Recommendation
The Board, who have been advised by Singer Capital Markets, are of the opinion that the Fundraisings are in the best interests of the Company and its Shareholders as a whole.
STATISTICS
Market price per Existing Ordinary Share1 | 50 pence |
Number of Existing Ordinary Shares in issue2 | 111,077,230 |
Entitlement under the Open Offer | 0.0702 Open Offer Shares for every 1 Existing Ordinary Share |
Issue Price of each New Ordinary Share | 50 pence |
Premium/discount to market price per Existing Ordinary Shares1 | nil |
Number of Open Offer Shares to be offered by the Company | up to 7,797,621 |
Number of Placing Shares to be issued pursuant to the Firm Placing | 10,000,000 |
Maximum proceeds of the Open Offer (before expenses)4 | £3,898,810.503 |
Maximum proceeds of the Firm Placing (before expenses) | £5,000,000 |
Maximum proceeds of the Open Offer and Firm Placing (before expenses)4 | £8,898,810.50 |
Maximum Enlarged Share Capital following the Admissions4 | 128,874,851 |
Percentage of maximum Enlarged Share Capital represented by the New Ordinary Shares4 | 13.8 per cent. |
Percentage of maximum Enlarged Share Capital represented by the Open Offer Shares4 | 6.1 per cent. |
Percentage of maximum Enlarged Share Capital represented by the Placing Shares4 | 7.8 per cent. |
Estimated aggregate net proceeds of the Firm Placing and the Open Offer4 | £8,357,271.60 |
Notes:
1. The Closing Price on AIM on 18 July 2012, being the last practicable date prior to the publication of the Circular.
2. As at 18 July 2012, being the last practicable date prior to the publication of the Circular.
3. €4,970,983.38 at an exchange rate of £1 : €1.275, being the exchange rate quoted in The Financial Times newspaper on 18 July 2012, being the last practicable date prior to the publication of the Circular.
4. Assuming the maximum number of Open Offer Shares is allotted pursuant to the Open Offer.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Record Date and time for entitlements under the Open Offer | 5.00 p.m. on 17 July 2012 |
Announcement of the Fundraisings and posting of the Circular and the Application Form | 7.00 a.m. on 19 July 2012 |
Existing Ordinary Shares marked 'ex' by the London Stock Exchange plc | 8.00 a.m. on 19 July 2012 |
Basic Entitlements and Excess Open Offer Entitlements credited to stock accounts in CREST of Qualifying CREST Shareholders | 8.00 a.m. on 20 July 2012 |
First Admission and commencement of dealings of the Placing Shares | 8.00am on 20 July 2012 |
Recommended latest time and date for requesting withdrawal of Basic Entitlements and Excess Open Offer Entitlements from CREST | 4.30 p.m. on 30 July 2012 |
Latest time and date for depositing Basic Entitlements and Excess Open Offer Entitlements into CREST | 3.00 p.m. on 31 July 2012 |
Latest time and date for splitting of Application Forms (to satisfy bona fide market claims only) | 3.00 p.m. on 1 August 2012 |
Latest time and date for receipt of completed Application Forms and payment in full under the Open Offer or settlement of relevant CREST instruction (as appropriate) | 11.00 a.m. on 3 August 2012 |
Results of the Fundraisings announced through the RIS | 4 August 2012 |
Second Admission and commencement of dealings of the Open Offer Shares | 8.00am on 8 August 2012 |
Open Offer Shares credited to CREST stock accounts | 8 August 2012 |
Despatch of definitive share certificates for New Ordinary Shares | within 14 days of Second Admission |
|
Notes:
1. References to times are to London time (unless otherwise stated).
2. The dates and timing of the events in the above timetable and in the Circular are indicative only and may be subject to change at the absolute discretion of the Company. If any of the above times or dates should change, the revised times and/or dates will be notified to the Shareholders by an announcement to a RIS.
DEFINITIONS
The following definitions apply throughout this announcement unless the context otherwise requires:
"29.9 per cent. Aggregate Limit" | the restriction on the number of Open Offer Shares that each Qualifying Shareholder may receive under the Open Offer on the basis that no Qualifying Shareholder shall be entitled to receive in excess of such number of Open Offer Shares as would bring its aggregate interest (together with the interests of those acting in concert with the Shareholder for the purposes of the Takeover Code) in the Company to more than 29.9 per cent of the Enlarged Share Capital; |
"Admissions" | the First Admission and the Second Admission; |
"AIM Rules" | the AIM Rules for Companies published by the London Stock Exchange in February 2010 (as amended from time to time) governing the admission to and the operation of AIM; |
"AIM" | AIM, a market operated by the London Stock Exchange; |
"Application Form" | the personalised application form on which Qualifying non-CREST Shareholders (other than certain Overseas Shareholders) may apply for Open Offer Shares under the Open Offer; |
"Basic Entitlement" | the entitlement of Qualifying Shareholders to apply for Open Offer Shares on the basis of 0.0702 Open Offer Shares for every 1 Existing Ordinary Share held and registered by the Qualifying Shareholders in their names on the Record Date; |
"Business Day" | a day (other than a Saturday or Sunday or public holiday) on which commercial banks are open for general business in London; |
"Capita Registrars" | trading name of Capita Registrars Limited, a private limited company incorporated in England and Wales with the registered number 2605568 whose registered address is at The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU; |
"certificated form" | not in an uncertificated form; |
"Closing Price" | the closing middle market quotation of a share as derived from the AIM Appendix to the Daily Official List of the London Stock Exchange; |
"Company" or "ITM" | ITM Power plc, a public company incorporated in England and Wales with registered number 5059407 whose registered address is at 22 Atlas Way, Sheffield, South Yorkshire S4 7QQ; |
"CREST" | the relevant system (as defined in the CREST Regulations) for the paperless settlement of trades and the holding of uncertificated shares in respect of which Euroclear is the Operator (as defined in the CREST Regulations); |
"CREST Manual" | the rules governing the operation of CREST, consisting of the CREST Reference Manual, CREST International Manual, CREST Central Counterparty Service Manual, CREST Rules, Registrars Service Standards, Settlement Discipline Rules, CREST Courier and Sorting Services Manual, Daily Timetable, CREST Application Procedures and CREST Glossary of Terms (all as defined in the CREST Glossary of Terms promulgated by Euroclear on 15 July 1996, as amended) as by published by Euroclear; |
"CREST member" | a person who has been admitted by Euroclear as a system-participant (as defined in the CREST Regulations); |
"CREST payment" | shall have the meaning given in the CREST Manual issued by Euroclear; |
"CREST Regulations" or "Regulations" | the Uncertificated Securities Regulations 2001 (SI 2001/3755) (as amended); |
"Directors" or "Board" | the directors of the Company at the date of the Circular; |
"enabled for settlement" | in relation to Open Offer Entitlements, enabled for the limited purpose of settlement of claim transactions and USE transactions; |
"Enlarged Share Capital" | the issued ordinary share capital of ITM immediately following completion of the Fundraisings and, if applicable, the Underwriting (assuming no further exercise of options under the ITM Share Option Schemes); |
"Excess Application Facility" | the facility for Qualifying Shareholders to apply for Excess Shares in excess of their Basic Entitlements, subject to the terms and conditions set out in Part II of the Circular; |
"Excess Applications" | any applications for Excess Shares pursuant to the Excess Application Facility, which may be subject to scaling down according to the Directors' discretion; |
"Excess Open Offer Entitlements" | in respect of each Qualifying CREST Shareholder who has taken up his Basic Entitlement in full, the entitlement (in addition to the Basic Entitlement) to apply for Excess Shares up to the number of Open Offer Shares credited to his stock account in CREST pursuant to the Excess Application Facility, which may be subject to scaling down according to the Directors' discretion; |
"Excess Shares" | Open Offer Shares which a Qualifying Shareholder is entitled to apply for in addition to the Basic Entitlement by virtue of the Excess Application Facility; |
"Existing Ordinary Shares" | each Ordinary Share in issue as at the Record Date; |
"Firm Placing" or "Placing" | the conditional issue and allotment at the Issue Price of the Placing Shares to the Placees as further described in the Circular; |
"First Admission" | the admission of the Placing Shares to trading on AIM and such admission becoming effective in accordance with the AIM Rules; |
"FSA" | the UK Financial Services Authority (or its successor), the single statutory regulator under FSMA; |
"FSMA" | the UK Financial Services and Markets Act 2000 (as amended from time to time); |
"Fundraisings" | the Firm Placing and the Open Offer; |
"Group" | the Company and its subsidiaries and subsidiary undertakings at the date of the Circular; |
"Issue Price" | 50 pence per New Ordinary Share; |
"ITM Share Option Schemes" | together the ITM Enterprise Management Incentive and Unapproved Share Option Scheme and such other share options as have been granted by the Company from time to time; |
"London Stock Exchange" | London Stock Exchange plc; |
"New Ordinary Shares" | the Placing Shares to be issued pursuant to the Firm Placing, the Open Offer Shares to be issued pursuant to the Open Offer and, if applicable, any Underwriting Shares to be issued pursuant to the Underwriting; |
"Official List" | the Official List of the UK Listing Authority; |
"Open Offer Entitlements" | the entitlements of Shareholders to participate in the Open Offer; |
"Open Offer Shares" | up to 7,797,621 New Ordinary Shares to be issued to Qualifying Shareholders pursuant to the Open Offer; |
"Open Offer" | the offer made by the Company to Qualifying Shareholders of Open Offer Shares on the terms and conditions set out in the Circular and, where relevant, in the Application Form; |
"Ordinary Shares" | ordinary shares of 5 pence each in the capital of the Company; |
"Overseas Shareholders" | Shareholders with registered addresses in, or who are citizens, residents or nationals of, jurisdictions outside the UK; |
"Placees" | subscribers for Placing Shares pursuant to the Placing; |
"Placing Agreement" | the conditional placing agreement dated 19 July 2012 between Singer Capital Markets and the Company relating to the Firm Placing, the principal terms of which are summarised in paragraph 3.1 of Part IV of the Circular; |
"Placing Shares" | the 10,000,000 new Ordinary Shares to be issued pursuant to the Firm Placing and/or, if applicable, the Underwriting; |
"Qualifying CREST Shareholders" | Qualifying Shareholders holding Existing Ordinary Shares on the Record Date in uncertificated form; |
"Qualifying non-CREST Shareholders" | Qualifying Shareholders holding Existing Ordinary Shares on the Record Date in certificated form; |
"Qualifying Shareholders" | Shareholders whose names appear on the register of members of ITM on the Record Date as holders of Existing Ordinary Shares and who are eligible to be offered Open Offer Shares under the Open Offer in accordance with the terms and conditions set out in the Circular and, where relevant, in the Application Form; |
"Record Date" | the record date for the Open Offer, being 5.00 p.m. on 17 July 2012; |
"Restricted Jurisdiction" | the United States, Australia, Canada, Japan, the Republic of Ireland, New Zealand, the Republic of South Africa and any other jurisdiction where the extension or availability of the Open Offer would breach any applicable law; |
"RIS" | a regulatory information service; |
"Second Admission" | the admission of the Open Offer Shares to trading on AIM and such admission becoming effective in accordance with the AIM Rules; |
"Shareholders" | the holders of Existing Ordinary Shares; |
"Singer Capital Markets" | Singer Capital Markets Limited, a private limited company incorporated in England and Wales with registered number 5792780 whose registered address is at 1 Hanover Street, London, W1S 1YZ; |
"Takeover Code" | the City Code on Takeovers and Mergers issued by the Takeover Panel, as updated from time to time; |
"Takeover Panel" | the Panel on Takeovers and Mergers in the UK; |
"UAV" | unmanned aerial vehicle; |
"UK Listing Authority" or "UKLA" | the UK Listing Authority, being the FSA acting as competent authority for the purposes of Part VI of FSMA; |
"UK" or "United Kingdom" | the United Kingdom of Great Britain and Northern Ireland; |
"uncertificated form" | recorded on the relevant register or other record of the share or other security confirmed as being held in uncertificated form in CREST, and title to which, by virtue of the CREST Regulations, may be transferred by way of CREST; |
"Underwriting" | the underwriting of the Firm Placing by Peter Hargreaves pursuant to the Underwriting Letter; |
"Underwriting Letter" | the letter agreement dated 19 July 2012 between Peter Hargreaves and the Company relating to the Firm Placing, the principal terms of which are summarised in the Circular; |
"Underwriting Shares" | the Placing Shares (if any) subscribed for by Peter Hargreaves pursuant to the Underwriting Letter; and |
"United States" or "US" | the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia. |