Itm Power Regulatory News (ITM)

4 May 2006 07:01

ITM Power PLC04 May 2006 Strictly Embargoed until: 0700hrs, 4 May 2006 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY ORINDIRECTLY, IN OR INTO THE UNITED STATES, JAPAN, CANADA, AUSTRALIA OR THEREPUBLIC OF IRELAND. ITM Power Plc ("ITM" or "the Company") Placing of 9,189,235 new Ordinary Shares at 320p to raise approximately £29 million ITM Power Plc announces today that it has successfully raised £29.4 millionbefore expenses, through a Placing of 9,189,235 Ordinary Shares at 320p each.These shares have been placed with institutional investors by the Company'sbroker, Panmure Gordon & Co. The net proceeds from this Placing will be used as working capital to acceleratethe next phase of the Company's development strategy by pursuing the commercialproduction of its scientific advances and deployment of ITM's technology, whichincludes: •Protection of the Company's intellectual property •Building large prototypes and undertaking demonstrations •Field trials •Production of pre-production designs •Procuring manufacture of final product •Commercialisation Application for the admission to AIM of the Placing Shares has today been madeand dealings are expected to commence on 9 May 2006. The Placing Shares will, onAdmission, rank pari passu with and will be identical in all respects to, theexisting Ordinary Shares. Jim Heathcote, CEO, ITM Power Plc, commented: "I am delighted with the responseand support from investors. I believe that the funds raised position ITM toeffectively undertake the next stage of its business strategy. Our strengthenedbalance sheet will also help to secure ITM's intellectual property during theimplementation of our commercial plans." Ends For further information please contact: Gemma Chandler Tim Linacre / Katherine Roe Simon Hudson/ Clemmie CarrITM Power Plc Panmure Gordon Tavistock CommunicationsTel: 01799 532 860 Tel: 020 7459 3600 Tel: 020 7920 3150Mob: 07921 057712 APPENDIX TERMS AND CONDITIONS OF AND IMPORTANT INFORMATION ON THE PLACING The Placing and the terms and conditions herein, are directed exclusively atinvestment professionals (within Article 19 (5) of the Financial Service andMarkets Act 2000 (Financial Promotion) Order 2005 (as amended)) (such categoryof investors being referred to as "Relevant Persons") and no other person shouldrespond to this announcement. Accordingly, this announcement is exempt from thegeneral restriction set out in Section 21 of FSMA on the communication ofinvitations or inducements to engage in investment activity and has not beenapproved by a person who is authorised under the FSMA. Members of the public are not entitled to take part in the Placing and thisannouncement is communicated to them for the purposes of information only. Thisannouncement and the terms and conditions herein must not be relied on, acted onor responded to by persons who are not Relevant Persons. If you are in any doubtas to whether you are a Relevant Person you should consult a professionaladviser for advice. This announcement and appendix do not constitute an offer to sell or issue orsolicitation of an offer to buy or subscribe for new Ordinary Shares in anyjurisdiction, and any acquisition or application for Ordinary Shares should onlybe made on the basis of information contained in this document. The following definitions have been used in this announcement: "Admission" Admission of the Placing Shares to trading on AIM in accordance with the AIM Rules"AIM" the AIM market of the London Stock Exchange"AIM Rules" the rules applicable to AIM as published by the London Stock Exchange from time to time"Board" or the directors of ITM"Directors""ITM Power" ITM and its subsidiary companies"CREST" the relevant system (as defined in the Uncertificated Securities Regulations 2001) in respect of which CRESTCo is the operator"CRESTCo" CRESTCo Limited"Enlarged the issued share capital of the Company immediately following theShare Capital" Placing"Existing the 91,970,250 Ordinary Shares in issue as at the date of thisOrdinary announcementShares""FSMA" Financial Services and Markets Act 2000 (as amended)"London Stock London Stock Exchange plcExchange""Ordinary ordinary shares of 5p each in the capital of the CompanyShares""Panmure Panmure Gordon (Broking) Limited (trading as Panmure Gordon & Co)Gordon & Co" whose registered office is at Moorgate Hall, 155 Moorgate, London, EC2M 6XB, the Nominated Adviser and Broker to the Company"Placing" the conditional placing by Panmure Gordon & Co, on behalf of the Company, of the Placing Shares at the Placing Price, pursuant to the terms and conditions of the Placing Agreement"Placing the conditional agreement dated 3 May 2006 between the CompanyAgreement" and Panmure Gordon & Co relating to the Placing"Placing 320p per Ordinary SharePrice""Placing 9,189,235 Ordinary Shares which are the subject of the PlacingShares""Prospectus the Prospectus Rules made by the Financial Services AuthorityRules" with effect from 1 July 2005 pursuant to Commission Regulation (EC) No. 809/2004"Shareholders" holder(s) of Existing Ordinary Shares The Placing Under the Placing, Panmure Gordon & Co on behalf of the Company, hasconditionally placed 9,189,235 new Ordinary Shares at the Placing Price to raiseapproximately £29.4 million (or approximately £28.5 million net of expenses). Application has been made to the London Stock Exchange for the admission of thePlacing Shares to trading on AIM. It is expected that Admission will occur andthat dealings will commence on 9 May 2006 at which time it is also expected thatthe Placing Shares will be enabled for settlement in CREST. Terms of the Placing Agreement Pursuant to the Placing Agreement, Panmure Gordon & Co has agreed to use itsreasonable endeavours to place the Placing Shares with placees selected by it.Panmure Gordon & Co has further agreed itself to subscribe such number of thePlacing Shares for which it fails to procure placees. The Placing is conditional upon, inter alia, Admission and on the PlacingAgreement having become unconditional and not having been terminated inaccordance with its terms prior to Admission. If the conditions of the PlacingAgreement are not fulfilled or waived on or before 8.00 am on 9 May 2006 (orsuch later time and date as the Company and Panmure Gordon & Co may agree, beingno later than 8.00 am on 24 May 2006) the Placing will not become unconditionaland the placing monies will be returned to the placees, without interest, assoon as practicable thereafter. In consideration of their services in connection with the Placing, the Companywill pay to Panmure Gordon & Co a commission of a certain percentage of theaggregate value, at the Placing Price, of the Placing Shares. The PlacingAgreement contains warranties given by the Company with respect to ITM Power,its business and certain matters connected with the Placing. Panmure Gordon & Cois entitled to terminate the Placing Agreement in certain circumstances prior toAdmission, principally in the event that any of the warranties contained thereinare, or become, materially untrue, inaccurate or misleading or if an event offorce majeure arises. In addition, the Company has given a customary indemnityto Panmure Gordon & Co in respect of, amongst other things, the performance byPanmure Gordon & Co of its services in connection with the Placing and theapplication on behalf of the Company to the London Stock Exchange for Admission. The exercise by Panmure Gordon & Co of any right of termination under thePlacing Agreement shall be within its absolute discretion and Panmure Gordon &Co shall have no liability to any Placee, or any other person for whom anyPlacee is subscribing Placing Shares in respect of any decision which it makesas to whether or not to exercise any right of termination or any of its otherrights under the Placing Agreement. General These terms and conditions apply to persons making an offer to subscribe for Placing Shares under the Placing. Each person to whom these conditions apply, as described above, who confirms his agreement to Panmure Gordon & Co (on behalf of itself and the Company) to subscribe for Placing Shares (which may include Panmure Gordon & Co and/or its nominee(s)) hereby agrees with each of PanmureGordon & Co and the Company to be bound by these terms and conditions as being the terms and conditions on which the Placing Shares will be issued under the Placing. A Placee shall, without limitation, become so bound if Panmure Gordon & Co confirms to it (i) the Placing Price and (ii) its allocation (the "Confirmation") and Panmure Gordon & Co so notifies the Company's registrar on behalf of the Company. Conditional on (i) Admission occurring on 9 May 2006 or such later date as the Company and Panmure Gordon & Co may agree (not being later than 24 May 2006), and (ii) the Confirmation, each Placee agrees to subscribe for the number of Placing Shares allocated to it, at the Placing Price. To the fullest extent permitted by law, each Placee acknowledges and agrees that it will not be entitled to exercise any remedy of rescission at any time. This does not affect any other rights a Placee may have. A conditional contract note will be dispatched as soon as possible following the Confirmation. Each Placee undertakes to pay the Placing Price for the Placing Shares issued tosuch Placee in such manner as shall be directed by Panmure Gordon & Co. Liability for stamp duty and stamp duty reserve tax is described below. In the event of failure by any Placee to pay as so directed, the relevant Placee shall be deemed hereby to have appointed Panmure Gordon & Co or any nominee of PanmureGordon & Co to sell (in one or more transactions) any or all of the Placing Shares in respect of which payment shall not have been made as directed by Panmure Gordon & Co. This announcement is the sole responsibility of the Company. Panmure Gordon & Co is acting as nominated adviser, broker and financial adviser to the Company and to no other person in relation to the Placing. Panmure Gordon & Co will not be responsible to any person other than the Company for providing the protections afforded to the customers of Panmure Gordon & Co nor for advising any person other than the Company on the transactions and arrangements referred to in this document. By participating in the Placing, each Placee irrevocably represents, warrants and undertakes to Panmure Gordon & Co (for itself and as agent of the Company) that: (a) it and/or each person on whose behalf it is participating (in whole or in part) in the Placing or to whom it allocates its Placing Shares in whole or in part: (i) has the capacity and authority and is entitled to enter into and perform its obligations as a subscriber of Placing Shares and will honour such obligations; and (ii) has fully observed all laws of relevant jurisdictions and obtained all necessary governmental or other consents in either case which may be required in relation to the subscription by it of Placing Shares; (b) it is not a person who is resident in, or a citizen of, the United States, Canada, Australia, the Republic of Ireland or Japan (or an agent or nominee of such a person) or a corporation, partnership or other entity organised under the laws of any such jurisdiction (or an agent or nominee of such a person); (c) it is a Relevant Person; (d) in agreeing to subscribe for Placing Shares it has received and read this document including this appendix and is not relying on any information, representation or warranty relating to the Placing, Placing Shares or the Company other than as contained in this document and it has not relied on and is not relying on any representation or warranty or agreement by Panmure Gordon & Co or the Company or any of their respective directors, employees or agents or any other person except as set out in the express terms herein; (e) save where Panmure Gordon & Co has been given prior written notice to the contrary, in participating in the Placing it is acting as principal and for no other person and that its acceptance of that participation will not give any other person a contractual right to require the issue by the Company of any of the Placing Shares; (f) it irrevocably confirms Panmure Gordon & Co's discretion with regard to the Placing Agreement and agrees that Panmure Gordon & Co does not owe it any fiduciary duties in respect of any claim it may have relating to the Placing; (g) it acknowledges that the Placing Shares have not been and will not be registered under the Securities Act or under the securities laws of any State ofthe United States, that the relevant clearances have not been and will not be obtained from the Securities Commission of any province of Canada and that theOrdinary Shares have not been and will not be registered under the securities laws of Australia, the Republic of Ireland or Japan and, therefore, the Placing Shares may not, subject to certain exceptions, be directly or indirectly offered or sold in the United States, Canada, Australia, the Republic of Ireland or Japan; (h) it acknowledges and agrees that neither it nor any affiliate, nor any personacting on its or any affiliate's behalf, has or will offer, sell, take up, renounce, transfer or deliver directly or indirectly any Placing Shares within the United States, Canada, Australia, the Republic of Ireland or Japan or offer,sell, take up, renounce, transfer or deliver in favour of a resident of Canada, Australia, the Republic of Ireland or Japan; (i) it has not offered or sold and will not offer or sell any Placing Shares in the United Kingdom prior to Admission except in circumstances which have not resulted and will not result in an obligation to publish an approved prospectus arising under section 85(1) of the FSMA or a breach of such section; (j) it has complied with all relevant laws of all territories, or obtained all requisite governmental or other consents which may be required in connection with its participation in the Placing; that it has complied with all requisite formalities and that it has not taken any action or omitted to take any action which will or may result in Panmure Gordon & Co, or the Company or any of its directors, officers, agents, employees or advisors acting in breach of the legal and regulatory requirements of any territory in connection with the Placing or its application; that it is not in a territory in which it is unlawful to make an offer to subscribe for Placing Shares; and that it will pay any issue or other taxes due under any relevant non-UK laws; (k) it acknowledges and agrees in connection with its participation in the Placing that Panmure Gordon & Co is not acting for it in relation to the Placing or otherwise and that Panmure Gordon & Co will not have any duties or responsibilities to it for providing the protections afforded to its customers or for advising it with regard to the Placing or the Placing Shares, nor do the contents of this announcement constitute the giving of investment advice by Panmure Gordon & Co to it; (l) it has obtained all necessary consents and authorities to enable it to give its commitment to subscribe for Placing Shares and to perform its obligations as set out herein; (m) save where Panmure Gordon & Co has been given prior written notice to the contrary, it is not a person falling within subsections (6), (7) or (8) of sections 67 or 70 or subsections (2) and (3) of section 93 or subsection (1) of section 96 of the Finance Act 1986 (or an agent or nominee of such person); (n) save where Panmure Gordon & Co has been given prior written notice to the contrary, the issue of Placing Shares to it (whether as principal, agent or nominee) will not be subject to stamp duty or stamp duty reserve tax at the increased rates referred to in sections 67 or 93 (Depositary Receipts) or sections 70 or 96 (Clearance Services) of the Finance Act 1986; (o) in the case of a person who confirms to Panmure Gordon & Co on behalf of a Placee an agreement to subscribe for Placing Shares and/or who authorises Panmure Gordon & Co to notify the Placee's name to the Company's registrar, that person represents and warrants that he has authority to do all such acts on behalf of the Placee; (p) to the extent that a Placee is subscribing for Placing Shares on behalf of a third party and prior written notice of such matter has been given to Panmure Gordon & Co as contemplated by paragraph (e) of this appendix; (i) such Placee has carried out applicable procedures to verify the identity of such third party for the purposes of the Money Laundering Regulations 2003 (the "Regulations"); (ii) such Placee has complied fully with its obligations pursuant to the Regulations; and (iii) such Placee will provide Panmure Gordon & Co on demand with any information it might require for the purposes of verification under the Regulations; (q) it is aware of, has complied with and will comply with its obligations in connection with money laundering under the Proceeds of Crime Act 2002; and (r) it acknowledges that the issue of the Placing Shares to it will be issued subject to the terms and conditions set out herein. In the event that a Placee is not able to give the warranties in (m) and (n) above, stamp duty or stamp duty reserve tax may be chargeable or may be chargeable at a higher rate: neither Panmure Gordon & Co nor the Company will be responsible for any resulting liability to stamp duty or stamp duty reserve tax,which shall be for the account of the Placee and in respect of which the Placee agrees to indemnify, and keep indemnified, Panmure Gordon & Co and the Company. Each Placee irrevocably appoints any director of Panmure Gordon & Co as its agent for the purpose of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares offered to it; Settlement of the transactions in the Placing Shares following Admission will take place within the CREST system against Panmure Gordon & Co's CREST account 83801. Panmure Gordon & Co will endeavour to meet the demands of those Placees indicating that they wish to hold their Placing Shares in certificated form. In the case of a joint agreement to subscribe for Placing Shares, references to a Placee in these terms and conditions are to each Placee who is a party to such agreement and each such Placee's liability is joint and several. These terms and conditions and all documents and agreements into which these terms and conditions are incorporated by reference or otherwise validly form a part will be governed by and construed in accordance with English law. For the exclusive benefit of Panmure Gordon & Co and the Company each Placee irrevocably submits to the exclusive jurisdiction of the English courts in respect of these matters. This does not prevent an action being taken against the Placee in another jurisdiction. This information is provided by RNS The company news service from the London Stock Exchange