CPX Cap-xx Limited

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE RESTRICTED AND ARE NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR IN OR INTO ANY OTHER JURISDICTION WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION.

THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES OF CAP-XX LIMITED IN ANY JURISDICTION WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION.

UNLESS OTHERWISE DEFINED HEREIN, CAPITALISED TERMS IN THIS ANNOUNCEMENT (THE "ANNOUNCEMENT") SHALL HAVE THE MEANINGS GIVEN TO THEM IN THE LAUNCH ANNOUNCEMENT.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (596/2014/EU) AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR").  IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION, AS PERMITTED BY MAR.  UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.

22 March 2024

CAP-XX Limited

("CAP-XX" or the "Company")

Result of Placing and Subscription

Notice of General Meeting and posting of Circular

CAP-XX Limited (AIM: CPX), a world leader in the design and manufacture of supercapacitors and energy management systems, is pleased to announce that, further to the announcement made on 21 March 2024 (the "Launch Announcement"), the Company has conditionally raised £2.0 million (before expenses) pursuant to the Placing of 2,000,000,000 new Ordinary Shares ("Placing Shares") at the Issue Price of 0.1 pence per Ordinary Share. Allenby Capital Limited acted as Sole Bookrunner in connection with the Placing, which was conducted by way of an accelerated book build process.

In addition, Patrick Elliott, Lars Stegmann and Steen Feldskov have subscribed for a total of 35,000,000 new Ordinary Shares at the Issue Price pursuant to the Subscription, conditionally raising in aggregate £35,000.

The FCA notifications, made in accordance with the requirements of the UK Market Abuse Regulation, are appended further below.

The Retail Offer through the REX platform is expected to remain open until 3.00 p.m. today. Thereafter, a further announcement will be made in due course in relation to the result of the Retail Offer. 

Notice of General Meeting and posting of Circular

The Circular, which contains the Notice of General Meeting in respect of the Fundraise, is expected to be posted to Shareholders on 25 March 2024 and will also be available on the Company's website www.cap-xx.com.

The General Meeting will be held at the offices of CAP-XX Limited at Unit 1/13A Stanton Road, Seven Hills, Australia at 5.00 p.m. AEST on 23 April 2024.

Admission

103,854,880 Placing Shares (the "First Placing Shares") will be issued under the Company's existing authorities. Application will be made for the First Placing Shares to be admitted to trading on AIM and it is expected that First Admission, and commencement of dealings, will take place at 8.00 a.m. on 28 March 2024. The allotment and issue of the First Placing Shares will not be conditional upon the passing of the Resolution or the allotment and issue of the Second Placing Shares.

Application will be made for 1,896,145,120 Placing Shares (the "Second Placing Shares") and 35,000,000 Subscription Shares to be admitted to trading on AIM. Subject to, inter alia, the passing of the Resolution, it is expected that Second Admission, and commencement of dealings, will take place at 8.00 a.m. on 25 April 2024. The Second Placing is conditional upon, among other things, the passing of the Resolution, Second Admission becoming effective and the Placing Agreement not being terminated in accordance with its terms.

The Placing Shares and the Subscription Shares, when issued, will be credited as fully paid and will rank pari passu in all respects with the Company's existing Ordinary Shares, including the right to receive dividends and other distributions declared on or after the date of issue.

Total Voting Rights

Following First Admission, the Company's issued and fully paid share capital will consist of 824,043,207 Ordinary Shares, all of which carry one voting right per share. The Company does not hold any Ordinary Shares in treasury. Therefore, the total number of ordinary shares and voting rights in the Company will be 824,043,207. 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.

A further announcement will be made in relation to total voting rights in the Company's share capital following the issue of the Second Placing Shares, the Subscription Shares and the Retail Offer Shares.

For further information contact:

More information is available at www.cap-xx.com

IMPORTANT NOTICES

The content of this announcement has been prepared by and is the sole responsibility of the Company.

This announcement and the information contained herein is not for release, publication or distribution, directly or indirectly, in whole or in part, in or into or from the United States (including its territories and possessions, any state of the United States and the District of Columbia (the "United States" or "US")), Australia, Canada, New Zealand, Japan, the Republic of South Africa, any member state of the EEA or any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction.

The Placing Shares and the Subscription Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "US Securities Act") or under the applicable state securities laws of the United States and may not be offered or sold directly or indirectly in or into the United States. No public offering of the Placing Shares or the Subscription Shares is being made in the United States. The Placing Shares and the Subscription Shares are being offered and sold outside the United States in "offshore transactions", as defined in, and in compliance with, Regulation S under the US Securities Act ("Regulation S") to non-US persons (within the meaning of Regulation S). In addition, the Company has not been, and will not be, registered under the US Investment Company Act of 1940, as amended.

This announcement does not constitute an offer to sell or issue or a solicitation of an offer to buy or subscribe for the Placing Shares or the Subscription Shares in the United States, Australia, Canada, New Zealand, Japan, the Republic of South Africa, any member state of the EEA or any other jurisdiction in which such offer or solicitation is or may be unlawful. No public offer of the securities referred to herein is being made in any such jurisdiction.

This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America.  This announcement is not an offer of securities for sale into the United States.  The securities referred to herein have not been and will not be registered under the US Securities Act and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration.  No public offering of securities is being made in the United States.

The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

Allenby Capital Limited ("Allenby Capital"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting as Nominated Adviser and Sole Bookrunner to the Company in connection with the Placing. Allenby Capital will not be responsible to any person other than the Company for providing the protections afforded to clients of Allenby Capital or for providing advice to any other person in connection with the Placing and Subscription. Allenby Capital has not authorised the contents of, or any part of, this announcement, and no liability whatsoever is accepted by Allenby Capital for the accuracy of any information or opinions contained in this announcement or for the omission of any material information.

The value of Ordinary Shares and the income from them is not guaranteed and can fall as well as rise due to stock market movements. When you sell your investment, you may get back less than you originally invested. Figures refer to past performance and past performance is not a reliable indicator of future results. Returns may increase or decrease as a result of currency fluctuations.

Certain statements in this announcement are forward-looking statements which are based on the Company's expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts. These forward-looking statements, which may use words such as "aim", "anticipate", "believe", "intend", "estimate", "expect" and words of similar meaning, include all matters that are not historical facts. These forward-looking statements involve risks, assumptions and uncertainties that could cause the actual results of operations, financial condition, liquidity and dividend policy and the development of the industries in which the Company's businesses operate to differ materially from the impression created by the forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Given those risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements.

These forward-looking statements speak only as at the date of this announcement and cannot be relied upon as a guide to future performance. The Company and Allenby Capital expressly disclaim any obligation or undertaking to update or revise any forward-looking statements contained herein to reflect actual results or any change in the assumptions, conditions or circumstances on which any such statements are based unless required to do so by the Financial Conduct Authority, the London Stock Exchange or applicable law or regulation.

None of Allenby Capital or any of its affiliates, accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to this announcement, including the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith. Allenby Capital and its affiliates, accordingly, disclaim all and any liability whether arising in tort, contract or otherwise which they might otherwise be found to have in respect of this announcement or its contents or otherwise arising in connection therewith.

Any indication in this announcement of the price at which the Ordinary Share have been bought or sold in the past cannot be relied upon as a guide to future performance. Persons needing advice should consult an independent financial adviser. No statement in this announcement is intended to be a profit forecast and no statement in this announcement should be interpreted to mean that earnings or target dividend per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings or dividends per share of the Company.

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. The Placing Shares and the Subscription Shares will not be admitted to trading on any stock exchange other than the AIM market of the London Stock Exchange.

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them.