Firm Placing Open Offer

19th July 2012
ITM Power Logo

Firm Placing of 10,000,000 Placing Shares and Open Offer of up to 7,797,621 Open Offer Shares at an Issue Price of 50 Pence Per New Ordinary Share

ITM Power plc, the energy storage and clean fuel company, today announces that it has raised £5 million before expenses through the issue of 10,000,000 New Ordinary Shares by way of a Firm Placing to certain institutional investors and Peter Hargreaves, a Non-Executive Director, at 50 pence per New Ordinary Share (which represents no discount or premium to the closing price of 50p on 18 July 2012) by Singer Capital Markets. The Company intends to issue up to a further 7,797,621 New Ordinary Shares to be issued by way of an Open Offer at 50 pence per New Ordinary Share.

The Directors believe that the business is well placed to deliver long term growth from the development of four commercial sectors. Those sectors can be highlighted by four initial reference deals between members of the Group and various entities, which include:

(a) UAVs, as referenced by the Company’s product development contract with Boeing Research & Technology Europe S.L.;
(b) materials handling, as referenced by the Company’s materials handling pilot trial for Marks & Spencer plc;
(c) UK mobility, as referenced by the Company’s involvement with EcoIsland Partnership CIC; and
(d) EU mobility, as referenced by the hydrogen refuelling agreement between the Company and GHR Hochdruck-Reduziertechnik GmbH.

The Directors intend to use the net proceeds of the Fundraisings to provide the Group with additional financial resources to underpin its balance sheet and thereby improve the ability of the Group to develop its income stream as well as to:

(a) fund development of the Group’s business in the four market sectors referred to above;
(b) fund development by the Group of energy storage by gas injection products;
(c) address lease model working capital requirements; and
(d) in respect of £1,100,000 of the Firm Placing which is to be invested by Carbon Trust Investments Limited, to fund a research and development project to be carried out by ITM in relation to the application of the Group’s technology in the field of motive power for vehicles in accordance with the project agreement entered into with The Carbon Trust.

The Company has entered into an agreement with The Carbon Trust in relation to a specific research and development project to be carried out by ITM in relation to the application of ITM’s technology in the field of motive power for vehicles (the “Project”). The agreement does not become effective unless and until Carbon Trust Investments Limited (an affiliate of The Carbon Trust) has subscribed £1,100,000 for New Ordinary Shares as part of the Firm Placing. Under the agreement, £1 is payable by The Carbon Trust in consideration for ITM agreeing to undertake the Project in accordance with the terms of the agreement. As part of the agreement, ITM will use the £1,100,000 invested by from Carbon Trust Investments Limited as part of the Firm Placing, exclusively in relation to the Project.

The Company has entered into an Underwriting Letter with Peter Hargreaves, whereby Peter Hargreaves has undertaken to subscribe for New Ordinary Shares at the Issue Price in respect of the amount by which the aggregate proceeds of the Firm Placing (before expenses) received by the Company are less than £5 million. The Firm Placing is therefore underwritten by Peter Hargreaves to the extent required to result in the Company raising a minimum of £5 million (before expenses) pursuant to the Firm Placing. Participation in the Firm Placing by Peter Hargreaves and entry into the Underwriting Letter with the Company constitute a related party transaction under Rule 13 of the AIM Rules. The Directors (with the exception of Peter Hargreaves) consider, having consulted with the Company’s nominated adviser, Singer Capital Markets, that the terms of Peter Hargreaves participation in the Firm Placing and the terms of the Underwriting Letter are fair and reasonable in so far as the Shareholders are concerned.

Application has been made to the London Stock Exchange for 10,000,000 Placing Shares to be admitted to trading on AIM. It is expected that First Admission will become effective and that dealings will commence in the Placing Shares (and, where applicable, CREST members’ accounts credited in respect of Placing Shares in uncertificated form) at 8 a.m. on 20 July 2012.

Following First Admission, the Company’s issued share capital will consist of 121,077,230 Ordinary Shares. There are no Ordinary Shares held in treasury. Therefore, in accordance with the FSA’s Disclosure and Transparency Rule 5.6.1, the Company confirms that following First Admission, the total number of voting rights in the Company will be 121,077,230.

A circular has today been sent to Shareholders outlining the terms of the Placing and Open Offer (the “Circular”).

Roger Putnam, Non-Executive Chairman of the Company, said:

“At this crucial time in the Company’s development it is important that we have a strong balance sheet to support our on-going commercial relationships. I am delighted that Peter Hargreaves, our existing institutional shareholders and some new institutions have shown their commitment to the Company in this funding round. The Board feel that it is important our existing shareholders are also given the opportunity to participate alongside our institutional shareholders and for this reason we are also making an open offer of shares to existing shareholders at the same price as the offer of shares to institutional investors.”

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

ITM Power plc
0114 244 5111
Graham Cooley, CEO

Singer Capital Markets Limited
www.singercm.com
(Nominated Adviser & Broker)
020 3205 7500
Shaun Dobson / Samantha New

Tavistock Communications
020 7920 3150
Simon Hudson / Kelsey Traynor

Download the full article:

Firm Placing Open Offer (PDF)



Rebecca Markillie
Marketing & Communications
E: rlm@itm-power.com
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