TIDMITM
RNS Number : 2137P
ITM Power PLC
15 October 2021
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 OF THIS ANNOUNCEMENT.
15 October 2021
ITM Power PLC
("ITM Power" or the "Group" or the "Company")
ITM Power raises GBP250m
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 GBP0.5 million.
The total gross proceeds from the Capital Raise will be,
approximately GBP250 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 GBP0.5 million as set out below:
Name Role Existing Number Resultant Resultant
Shares of New holding holding
Shares on Admission
(%)
Dr. Graham Chief Executive
Cooley Officer 706,382 62,500 768,882 0.13%
------------------- --------- -------- ---------- --------------
Dr. Simon Chief Technology
Bourne Officer 79,767 12,500 92,267 0.02%
------------------- --------- -------- ---------- --------------
Dr. Rachel
Smith Services Director 70,461 12,500 82,961 0.01%
------------------- --------- -------- ---------- --------------
Chief Finance
Andy Allen Officer 47,156 18,750 65,906 0.01%
------------------- --------- -------- ---------- --------------
Sir Roger
Bone Chairman 279,986 6,250 286,236 0.05%
------------------- --------- -------- ---------- --------------
Non-Executive
Martin Green Director 55,319 9,000 64,319 0.01%
------------------- --------- -------- ---------- --------------
Katherine Non-Executive
Roe Director 7,659 5,000 12,659 0.00%
------------------- --------- -------- ---------- --------------
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
Issue Price per New Share 400 pence
Number of Existing Shares in issue at the date
of this Announcement(1) 550,658,155
Number of New Shares to be issued by the Company
pursuant to the Capital Raise 62,500,000
Estimated gross proceeds (before expenses) GBP250 million
of the Capital Raise
Estimated net proceeds (after expenses) receivable GBP242 million
by the Company after expenses associated with
the Capital Raise
Percentage of Enlarged Share Capital represented 10.2 per cent.
by the New Shares
Expected market capitalisation of the Company GBP2,453 million
at the Offer Price upon Admission
Notes:
1. No Shares are held in treasury.
2. Assuming that no Shares are issued as a result of the exercise
of any options or vesting of awards under any Employee Share
Schemes between 14 October 2021, being the Latest Practicable
Date, and the completion of the Placing.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Publication of the Offering Document 15 October 2021
Announcement of the results of the Capital
Raise 15 October 2021
Publication of the Circular, Notice of General
Meeting and Forms of Proxy 15 October 2021
Latest time and date for receipt of Forms of 10:00 a.m. on
Proxy 1 November 2021
10:00 a.m. on
General Meeting 3 November 2021
Announcement of the results of the General
Meeting 3 November 2021
Admission and commencement of dealings in New by 8.00 a.m. on
Shares 4 November 2021
New Shares credited to CREST accounts (uncertificated on 4 November
holders only) 2021
Expected despatch of definitive share certificates Within 10 business
(where applicable) days of Admission
Notes:
1. References to times in this timetable are to London time,
unless otherwise stated.
2. The times and dates set out in the expected timetable of
principal events above and mentioned throughout this document
may be adjusted by the Group in consultation with the Banks,
in which event details of the new times and dates will be notified
to the London Stock Exchange.
3. The admission and commencement of dealings in the New Shares
on AIM are conditional on, inter alia, the passing of the Resolutions
at the General Meeting.
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,
Broker, Joint Global Co-ordinators and
Joint Bookrunners ) +44 (0)20 7597 5970
Jeremy Ellis / Chris Sim / Ben Griffiths
BofA Securities (Joint Global Co-ordinators
and Joint Bookrunners) +44 (0)207 628 1000
James Sleeman / Peter Luck / Oli Elias
/ Tom Brown
Tavistock (Financial PR and IR) +44 (0)20 7920 3150
Simon Hudson / David Cracknell / Tim
Pearson
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.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
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END
NOGMABATMTIBMBB
(END) Dow Jones Newswires
October 15, 2021 02:00 ET (06:00 GMT)
Itm Power (LSE:ITM)
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Itm Power (LSE:ITM)
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