TIDMITM
RNS Number : 4044S
ITM Power PLC
15 November 2021
15 November 2021
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.
ITM Power plc
("ITM Power" or the "Company")
Result of General Meeting and Completion of Capital Raise
ITM Power plc (AIM: ITM), the energy storage and clean fuel
company, is pleased to announce that its General Meeting held at 10
a.m. on 15 November 2021 at 2 Bessemer Park, Sheffield, South
Yorkshire S9 1DZ, was successfully concluded.
All the resolutions put to shareholders were duly passed by way
of a poll. The voting results are below and will also be available
on the Company's website ( www.itm-power.com ).
Votes for % Votes % Votes Total votes
against withheld
To authorise
director to
allot ordinary
shares 241,070,799 99.95 131,248 0.05 117,343 241,319,390
------------ ------ ---------- ----- ---------- ------------
To disapply
Section 561
of the Companies
Act 2006 233,849,870 96.94 7,388,942 3.06 80,641 241,319,453
------------ ------ ---------- ----- ---------- ------------
Notes:
(1) Resolution 1 was an ordinary resolution, requiring more than
50% of shareholders' votes to be cast in favour of the resolution.
Resolution 2 was a special resolution, requiring at least 75% of
shareholders' votes to be cast in favour of the resolution.
(2) Votes 'For' include those votes giving the Chairman discretion.
(3) The number of ordinary shares in issue on 15 November 2021
was 550,658,155. Shareholders are entitled to one vote per
share.
(4) A "vote withheld" is not a vote in law and is not counted in
the calculation proportion of the votes "for" or "against" a
resolution.
Accordingly, and as set out in the announcement dated 15 October
2021, the Company now has the requisite authority to complete the
Placing and Subscription raising total gross proceeds of
approximately GBP250 million.
Application has been made to the London Stock Exchange for the
new ordinary shares to be admitted to trading on AIM ("Admission").
It is expected that Admission will take place at 8.00 a.m. on 16
November 2021.
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 have the meanings
given to them in the proposed accelerated capital raise
announcement published by the Company on 14 October 2021.
For further information please visit www.itm-power.com or
contact:
ITM Power plc
James Collins, Investor Relations +44 (0)114 551 1205
Justin Scarborough, Investor Relations +44 (0)114 551 1080
Investec Bank plc (Nominated Adviser
and Broker) +44 (0)20 7597 5970
Jeremy Ellis / Chris Sim / Ben
Griffiths
Tavistock (Financial PR and IR) +44 (0)20 7920 3150
Simon Hudson / David Cracknell
/ Tim Pearson
About ITM Power plc:
ITM Power manufactures integrated hydrogen energy solutions for
grid balancing, energy storage and the production of renewable
hydrogen for transport, renewable heat and chemicals. ITM Power plc
was admitted to the AIM market of the London Stock Exchange in
2004. In October 2019, the Company announced the completion of a
GBP58.8m fundraising, including an investment by Linde of GBP38m,
together with the formation of a joint venture to deliver renewable
hydrogen to large-scale industrial projects worldwide. In November
2020, ITM Power completed a GBP172m fundraising, including a GBP30m
investment by Snam, one of the world's leading energy
infrastructure operators. In January 2021, the Company received an
order for the world's then largest PEM electrolyser of 24MW from
Linde. In October 2021, the Company, with Linde, announced the
deployment of a 100MW electrolyser at Shell's Rhineland refinery,
following the start-up of an initial 10MW facility at the site.
ITM Power operates from the world's largest electrolyser factory
in Sheffield with a capacity of 1GW (1,000MW) per annum, with the
announced intention to build a second UK Gigafactory in Sheffield
with a capacity of 1.5GW expected to be fully operational by the
end of 2023. The Group's first international facility, expected to
have a capacity of 2.5GW per annum, is intended to be operational
by the end of 2024, bringing total Group capacity to 5GW per annum.
Customers and partners include Sumitomo, Ørsted, Phillips 66,
Scottish Power, Siemens Gamesa, Cadent, Northern Gas Networks,
Gasunie, RWE, Engie, GNVert, National Express, Toyota, Hyundai and
Anglo American among others.
IMPORTANT NOTICES
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 PRA and regulated in the
United Kingdom by 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.
This announcement has been issued by and is the sole
responsibility of the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by either
of the Banks or by any of their respective affiliates, directors,
employees, advisers or agents as to, or in relation to, the
accuracy or completeness of this announcement or any other written
or oral information made available to any interested party or its
advisers, and any liability therefore is expressly disclaimed.
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.
Certain statements contained in this announcement are, or may be
deemed to be, "forward-looking statements". Without limitation, any
statements preceded or followed by or that include the words
"targets", "plans", "believes", "expects", "aims", "intends",
"anticipates", "estimates", "projects", "will", "may", "would",
"could" or "should", or words or terms of similar substance or the
negative thereof, are forward-looking statements. Forward-looking
statements are prospective in nature and are not based on
historical facts, but rather on current expectations and
projections of the management of the Company about future events,
and are therefore subject to risks and uncertainties that could
significantly affect expected results and are based on certain key
assumptions. Many factors could cause actual results, performance
or achievements to differ materially from those projected or
implied in any forward-looking statements. Due to such
uncertainties and risks, readers are cautioned not to place undue
reliance on such forward-looking statements, which speak only as of
the date hereof.
The new ordinary shares to be issued or sold pursuant to the
Placing and Subscription will not be admitted to trading on any
stock exchange other than AIM.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
-ends-
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END
ROMDKPBNDBDDODD
(END) Dow Jones Newswires
November 15, 2021 07:19 ET (12:19 GMT)
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