ITM Power (AIM: ITM), the energy storage and clean fuel company, is pleased to announce that J.C.B. Research and Valebond Consultants Limited, a company wholly owned by Jo Bamford (together referred to as the “Investors”) have together acquired a strategic shareholding in the Company by way of a subscription for new ordinary shares (“New Shares”), making them, in aggregate, ITM Power’s largest shareholder.
The Investors have agreed, subject only to Admission (defined below), to subscribe for, in aggregate, 16,186,460 New Shares at a subscription price of 30 pence per New Share (£4.856 million in aggregate) (the “Subscription”) which will be issued under the Company’s existing share allotment authorities. The New Shares will represent approximately 9.1% of the Company’s issued share capital immediately following the Subscription (the “Enlarged Share Capital”) and the subscription price of 30 pence per New Share represents a 15.4% premium to the closing mid-market price of an ITM Power ordinary share on 11 March 2015. Application has been made for the New Shares to be admitted to trading on AIM (“Admission”) and it is expected that Admission will take place on 17 March 2015.
Under the terms of the Subscription, the Investors have subscribed for New Shares in the following proportions:
|JCB Investor||Number of New Shares||% of Enlarged Share Capital|
|Valebond Consultants Limited||3,333,333||1.9%|
J.C.B Research also has the right to appoint a person nominated by them to the board of ITM Power. In addition, the Investors have entered into a lock-in and orderly market agreement under which they are unable (without the consent of the Company and its Nominated Adviser) to sell any of the New Shares for a period of two years (save that Valebond Consultants Limited is able to sell its New Shares to J.C.B. Research without such consent), and are subject to standard orderly market arrangements for a period of one year thereafter.
The proceeds of the Subscription will be used by the Company as additional working capital as it continues to scale up its business.
Dr Graham Cooley, CEO of ITM Power, commented: “In addition to the new funds that this investment brings to ITM Power, we are delighted to have on board a strategic investor who can potentially add significant value to our business. I look forward to working with JCB as we scale up our business and seek to enter new markets with our product offering.”
Lord Bamford, Chairman of J.C.B. Research, added: “We are excited by the prospects of hydrogen technology and our investment in ITM Power. We expect to be an actively supportive shareholder in ITM Power and look forward to working with the Board and management team and to sharing some of our expertise in manufacturing and engineering.”
Following Admission, for the purposes of the FCA’s Disclosure and Transparency Rules, the Company’s total issued share capital will consist of 178,050,996 ordinary shares of 5p each. The total number of voting rights in the Company will therefore be 178,050,996. There are no ordinary shares held in Treasury. 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, ITM Power.