Itm Power Regulatory News (ITM)

This Announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 (as it forms part of the laws of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018, as amended from time to time) (MAR), and is disclosed in accordance with the Company's obligations under Article 17 of MAR.

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) (THE UNITED STATES), AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.

FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER OF SECURITIES IN ANY JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

 15 October 2021

ITM Power PLC

("ITM Power" or the "Group" or the "Company")

ITM Power raises £250m

Manufacturing expanded to 5GW per annum by 2024

Results of Capital Raise and Notice of General Meeting 

On 14 October 2021, ITM Power plc (AIM: ITM), the energy storage and clean fuel company, announced the launch of a placing (the "Placing") by way of an accelerated bookbuild (the "Launch Announcement") by Investec Bank plc ("Investec") and Merrill Lynch International ("BofA Securities"). The Placing has now closed.

The Company is pleased to announce that the Placing was oversubscribed, and that it has conditionally placed 57,495,000 Placing Shares with institutional investors and certain directors at a price of 400 pence per New Share (the "Issue Price"). In conjunction with the Placing, Linde and a member of the senior management have subscribed for 5,005,000 new ordinary shares (the "Subscription Shares", and together with the Placing Shares, the "New Shares") in the capital of the Company (the "Subscription" and together with the Placing, the "Capital Raise"). The total gross proceeds of such Director and management participation will be approximately £0.5 million.

The total gross proceeds from the Capital Raise will be, approximately £250 million. The New Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing issued Ordinary Shares. The New Shares being issued represent approximately 11.4 per cent of the existing issued ordinary share capital of the Company prior to the Capital Raise.

Application will be made to the London Stock Exchange for the New Shares to be admitted to trading on AIM ("Admission"). It is expected that Admission will take place at 8.00 a.m. on 4 November 2021 (or such date as may be agreed between the Company and Investec, being no later than 8.00 a.m. on 18 November 2021).

The Capital Raise is conditional upon, amongst other things, shareholder approval and Admission becoming effective. The Placing is also conditional on the Placing Agreement not being terminated in accordance with its terms. 

Following Admission, the total number of ordinary shares in issue in the Company will be 613,158,155. The Company holds no shares in treasury, and therefore the total number of voting rights in the Company will be 613,158,155 following Admission, and this figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.

Capitalised terms used in this announcement ("Announcement") have the meanings given to them in the Launch Announcement, unless the context provides otherwise.

Directors participation in the Capital Raise

The following Directors have subscribed for New Shares for an aggregate amount of £0.5 million as set out below:

Circular and General Meeting

Completion of the Capital Raise is conditional upon, inter alia, the approval by Shareholders of certain resolutions to be proposed at a general meeting of the Group (the "General Meeting"). Notice of the General Meeting will be set out in the Circular. The General Meeting will be held at 10:00 a.m. on 3 November 2021.

The health of the Company's employees, Shareholders and stakeholders is of extreme importance to the Company. In view the COVID-19 pandemic and provisions of The Corporate Insolvency and Governance Act 2021 and associated legislation, which have permitted greater flexibility regarding the manner in which companies can hold general meetings, the General Meeting will not be held at a physical venue.

However, in order to ensure that Shareholders are able to follow the proceedings of the General Meeting, the Company will provide access to an online audio and presentation link, accessible via the online Investor Meet Company platform. Shareholders that wish to attend the General Meeting should register for the event in advance via the following link: https://www.investormeetcompany.com/itm-power-plc/register-investor. The online presentation link will be opened on or around the 14 October 2021. However, please note that Shareholders will not be able to vote at the General Meeting via the online presentation link.

Shareholders are therefore requested to submit their votes in respect of the business to be considered at the General Meeting via proxy as early as possible. Shareholders should appoint the Chair of the General Meeting as their proxy. Under the current meeting arrangements, if a Shareholder appoints someone else as their proxy, that proxy will not be able to attend the AGM in person or cast the Shareholder's vote. All resolutions at the General Meeting will be decided on a poll.

The Board will continue to monitor the COVID-19 situation as it evolves (including the UK Government's measures in response to it) and, if the situation or applicable restrictions change in advance of the General Meeting such that the Board determines that it is safe to make alternative arrangements for the General Meeting, it will announce these via RNS and the Company's website: https://www.itm-power.com/investor-news.

PLACING STATISTICS

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

For further information, please visit www.itm-power.com or contact:

This announcement contains inside information and for the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055 (as it forms part of the laws of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018, as amended from time to time), the person responsible for arranging for the release of this Announcement on behalf of the Company is James Collins, Head of Investor Relations.

This Announcement should be read in its entirety. In particular, you should read and understand the information provided in the "Important Notices" section of this Announcement. 

IMPORTANT NOTICES

Neither this Announcement nor any copy of it, nor the information contained in it, is for publication, release, transmission distribution or forwarding, in whole or in part, directly or indirectly, in or into the United States, Australia, Japan or the Republic of South Africa or any other jurisdiction in which publication, release or distribution would be unlawful (or to any persons in any of those jurisdictions), subject to certain limited exceptions. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.

The New Shares have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "US Securities Act"), or with any securities regulatory authority or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold, pledged, taken up, exercised, transferred or delivered, directly or indirectly, in or into the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with the securities laws of any state or other jurisdiction of the United States. No public offering of securities is being made in the United States. The New Shares have not been approved, disapproved or recommended by the U.S. Securities and Exchange Commission, any state securities commission in the United States or any other U.S. regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the New Shares. The New Shares are being offered and sold only: (i) outside the United States in "offshore transactions" pursuant to Regulation S of the US Securities Act and (ii) inside the United States only to "qualified institutional buyers" as defined in and in reliance on Rule 144A under the US Securities Act ("QIBs") or pursuant to another exemption from the registration requirements of the Securities Act and in compliance with any applicable United States securities laws. Subject to certain exceptions, the securities referred to herein may not be offered or sold in the United States, Australia, Canada, Japan or the Republic of South Africa or to, or for the account or benefit of, any national, resident or citizen of the United States, Australia, Canada, Japan or the Republic of South Africa.

This Announcement is not being distributed by, nor has it been approved for the purposes of section 21 of the Financial Services and Markets Act 2000, as amended ("FSMA") by, a person authorised under FSMA. This Announcement is being distributed and communicated to persons in the United Kingdom only in circumstances in which section 21(1) of FSMA does not apply.

No public offering of the New Shares is being made in the United States, United Kingdom or elsewhere. All offers of the New Shares will be made pursuant to an exemption from the requirement to produce a prospectus under the Prospectus Regulation (EU) 2017/1129 (as supplemented by Commission Delegated Regulation (EU) 2019/980 and Commission Delegated Regulation (EU) 2019/979), as amended from time to time and including any relevant implementing measure in any member state and / or as transposed into the laws of the United Kingdom pursuant to the European Union (Withdrawal) Act 2018 and the European Union (Withdrawal Agreement) Act 2020) (the "Prospectus Regulation"). 

In connection with the Placing, a final offering document dated 15 October 2021 prepared by, and relating to, the Company (the "Final Offering Document", which term shall include the documents incorporated by reference therein) has been published on the Company's website and made available to Placees. The Final Offering Document was not issued prior to Placees entering into a legally binding commitment in respect of the Placing Shares. Placees' commitments were therefore made solely on the basis of the preliminary offering document issued by the Company on 14 October 2021 (the "Preliminary Offering Document", which term shall include the documents incorporated by reference therein and any amendment or supplement to the Preliminary Offering Document) and the information set out in this announcement (the "Placing Results Announcement" and, together with the Preliminary Offering Document, the "Disclosure Package") and the terms and conditions set out in the Launch Announcement. No prospectus will be made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with the Prospectus Regulation) to be published.

Members of the public are not eligible to take part in the Placing. This Announcement is for information purposes only and (unless otherwise agreed by the Joint Bookrunners) is directed only at: (a) persons in Member States of the European Economic Area ("EEA") who are qualified investors within the meaning of article 2(e) of the Prospectus Regulation ("Qualified Investors"); (b) in the United Kingdom Qualified Investors who are persons who (i) have professional experience in matters relating to investments falling within the definition of "investment professional" in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); or (ii) are persons falling within article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc.") of the Order, (c) persons that are residents of Canada or otherwise subject to the securities laws of Canada in the provinces of Alberta, British Columbia, Ontario or Québec that are ''permitted clients'' as defined in National Instrument 31-103 - Registration Requirements, Exemptions and Ongoing Registrant Obligations and (d) persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as "Relevant Persons").

This Announcement must not be acted on or relied on by persons who are not Relevant Persons. Persons distributing this Announcement must satisfy themselves that it is lawful to do so. Any investment or investment activity to which this Announcement relates is available only to, and will be engaged in only with, Relevant Persons.

This Announcement and the Disclosure Package has been issued by, and each of them are the sole responsibility of, the Company. No responsibility or liability is or will be accepted by, and no undertaking, representation or warranty or other assurance, express or implied, is or will be made or given by any of the Joint Bookrunners, or by any of their respective affiliates or by any of its or their respective partners, directors, officers, employees, advisers or consultants as to, or in relation to, the accuracy, fairness or completeness of the information or opinions contained in this Announcement or the Disclosure Package or any other written or oral information made available to or publicly available to any interested person or its advisers, and any liability therefore is expressly disclaimed. The information in this Announcement is subject to change.

Investec Bank is authorised by the Prudential Regulation Authority (the "PRA") and regulated in the United Kingdom by the Financial Conduct Authority ("the FCA") and the PRA. Investec Europe Limited (trading as Investec Europe) ("Investec Europe"), acting as agent on behalf of Investec Bank in certain jurisdictions in the EEA is regulated in Ireland by the Central Bank of Ireland. Investec is acting solely for the Company and no-one else in connection with the Placing and the transactions and arrangements described in this Announcement and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the Placing or the transactions and arrangements described in this Announcement. Investec is not responsible to anyone other than the Company for providing the protections afforded to clients of Investec nor for providing advice in connection with the contents of this Announcement, the Placing or the transactions and arrangements described herein.

BofA Securities is authorised by the Prudential Regulation Authority (the "PRA") and regulated in the United Kingdom by the Financial Conduct Authority ("the FCA") and the PRA. BofA Securities is acting solely for the Company and no-one else in connection with the Placing and the transactions and arrangements described in this Announcement and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the Placing or the transactions and arrangements described in this Announcement. BofA Securities is not responsible to anyone other than the Company for providing the protections afforded to clients of BofA Securities nor for providing advice in connection with the contents of this Announcement, the Placing or the transactions and arrangements described herein.

None of the information in this Announcement and/or the Disclosure Package has been independently verified or approved by any of the Joint Bookrunners or any of their respective affiliates or any of its or their respective partners, directors, officers, employees, advisers or consultants. Save for any responsibilities or liabilities, if any, imposed on the Joint Bookrunners by FSMA or by the regulatory regime established under it, no responsibility or liability whatsoever whether arising in tort, contract or otherwise, is accepted by any of the Joint Bookrunners or any of their respective affiliates or any of its or their respective partners, directors, officers, employees, advisers or consultants whatsoever for the contents of the information contained in this Announcement and/or the Disclosure Package (including, but not limited to, any errors, omissions or inaccuracies in the information or any opinions) or for any other statement made or purported to be made by or on behalf of any of the Joint Bookrunners or any of their respective affiliates or any of its or their respective partners, directors, officers, employees, advisers or consultants in connection with the Company, the New Shares or the Capital Raise or for any loss, cost or damage suffered or incurred howsoever arising, directly or indirectly, from any use of this Announcement and/or the Disclosure Package or its contents or otherwise in connection with this Announcement and/or the Disclosure Package or from any acts or omissions of the Company in relation to the Capital Raise. Each of the Joint Bookrunners and their respective affiliates or any of its or their respective partners, directors, officers, employees, advisers and consultants accordingly disclaim all and any responsibility and liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above) in respect of any statements or other information contained in this Announcement and/or the Disclosure Package and no representation or warranty, express or implied, is made by either of the Joint Bookrunners or any of their respective affiliates or any of its or their respective partners, directors, officers, employees, advisers or consultants as to the accuracy, completeness or sufficiency of the information contained in this Announcement and/or the Disclosure Package. Investec's responsibilities as the Company's nominated adviser under the AIM Rules for Nominated Advisers are owed solely to the London Stock Exchange and are not owed to the Company or to any Director or to any other person.

In connection with the Placing, each of the Joint Bookrunners and any of their respective affiliates may take up a portion of the Placing Shares in the Placing as a principal position and in that capacity may retain, purchase, sell, offer to sell for the own accounts or otherwise deal for their own account in such shares and other securities of the Company or related investments in connection with the Placing or otherwise. Accordingly, references in this Announcement to Placing Shares being offered, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or acquisition, placing or dealing by, the Joint Bookrunners and any of their respective affiliates acting in such capacity. In addition, either of the Joint Bookrunners and any of their respective affiliates may enter into financing arrangements (including swaps, warrants or contracts for difference) with investors in connection with which the Joint Bookrunners and any of their respective affiliates may from time to time acquire, hold or dispose of such securities of the Company, including the Placing Shares. The Joint Bookrunners do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

This Announcement and the Disclosure Package may contain and the Company may make verbal statements containing "forward-looking statements" with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition, performance, strategic initiatives, objectives and results. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may", "could", "outlook" or other words of similar meaning. By their nature, all forward-looking statements involve risk and uncertainty because they relate to future events and circumstances which are beyond the control of the Company. As a result, the actual future financial condition, performance and results of the Company may differ materially from the plans, goals and expectations set forth in any forward-looking statements. Any forward-looking statements made in this Announcement and/or the Disclosure Package, when issued, by or on behalf of the Company speak only as of the date they are made. These forward-looking statements reflect the Company's judgment at the date of this Announcement and/or the Disclosure Package, as applicable, and are not intended to give any assurance as to future results and cautions that its actual results of operations and financial condition, and the development of the industry in which it operates, may differ materially from those made in or suggested by the forward-looking statements contained in this Announcement, the Disclosure Package and/or information incorporated by reference into this Announcement or the Disclosure Package. The information contained in this Announcement is subject to change without notice and except as required by applicable law or regulation, the Company expressly disclaims any obligation or undertaking to publish any updates, supplements or revisions to any forward-looking statements contained in this Announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statements are based, except where required to do so under applicable law.

This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Placing Shares.

Recipients of this Announcement and/or the Disclosure Package who are considering acquiring Placing Shares pursuant to the Placing are reminded that they should conduct their own investigation, evaluation and analysis of the business, data and property described in this Announcement and/or the Disclosure Package. The price and value of securities can go down as well as up and past performance is not a guide to future performance. The contents of this Announcement and/or the Disclosure Package are not to be construed as legal, business, financial or tax advice. Each investor should consult with his or her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice. Investing in the Placing Shares involves a substantial degree of risk.

No statement in this Announcement or the Disclosure Package is intended to be a profit forecast or estimate, and no statement in this Announcement or the Disclosure Package, when issued, should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

References in this Announcement or in the Disclosure Package to other reports or materials, such as a website address, have been provided to direct the reader to other sources of information on the Company which may be of interest. Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into or forms part of this Announcement and/or the Disclosure Package.

The Placing Shares to be issued pursuant to the Placing and the Subscription Shares to be issued pursuant to the Subscription will not be admitted to trading on any stock exchange other than AIM.

Information to Distributors

THE DISTRIBUTION OF THIS ANNOUNCEMENT AND THE OFFERING OF THE PLACING SHARES IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAW. NO ACTION HAS BEEN TAKEN BY THE COMPANY, THE JOINT BOOKRUNNERS OR ANY OF THEIR RESPECTIVE AFFILIATES THAT WOULD PERMIT AN OFFERING OF THE PLACING SHARES OR POSSESSION OR DISTRIBUTION OF THIS ANNOUNCEMENT OR ANY OTHER OFFERING OR PUBLICITY MATERIAL RELATING TO THE PLACING SHARES IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT COMES ARE REQUIRED BY THE COMPANY AND THE JOINT BOOKRUNNERS TO INFORM THEMSELVES ABOUT, AND TO OBSERVE, SUCH RESTRICTIONS. 

Persons distributing this Announcement must satisfy themselves that it is lawful to do so. Persons (including without limitation, nominees and trustees) who have a contractual right or other legal obligations to forward a copy of this Announcement (or any part thereof) should seek appropriate advice before taking any action.

UK Product Governance

Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any 'manufacturer' (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in Chapter 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all permitted distribution channels (the "UK target market assessment"). Notwithstanding the UK target market assessment, 'distributors' (for the purposes of the UK Product Governance Requirements) should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The UK target market assessment is without prejudice to any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the UK target market assessment, the Banks will only procure investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the UK target market assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapters 9A or 10A respectively of the FCA Handbook Conduct of Business Sourcebook; or (b) a recommendation to any investor or group of investors to invest in, or purchase or take any other action whatsoever with respect to the Placing Shares.

Each distributor is responsible for undertaking its own UK target market assessment in respect of the Placing Shares and determining appropriate distribution channels.