ITM Power (AIM: ITM), the energy storage and clean fuel group, announces that on 24 October 2019, the Remuneration Committee of the Company approved the awards of options over ordinary shares of par value £0.05 each in the capital of the Company to the Executive Directors as follows:
Executive director | Number of options granted | Existing Options | Total Options |
Graham Cooley | 307,500 | 6,000,000 | 6,307,500 |
Simon Bourne | 159,750 | 2,700,000 | 2,859,750 |
Rachel Smith | 72,000 | 1,350,000 | 1,422,000 |
Andy Allen | 47,250 | 1,050,000 | 1,097,250 |
All options are being issued with an exercise price of 48p, being the mid closing price on the day of the award which was made after trading hours. Options vest on the third anniversary of the grant award and have a ten year expiry from the date when the options were granted. The Executive Directors currently have the following interests in ordinary shares in addition to the options set out above:
Executive director | Position | Number of Shares | % of issued share capital |
Graham Cooley | CEO | 1,137,726 | 0.24% |
Simon Bourne | CTO | 349,462 | 0.07% |
Rachel Smith | Executive Director | 80,886 | 0.02% |
Andy Allen | Finance Director | 25,000 | 0.01% |
For further information, please visit www.itm-power.com or contact:
ITM Power plc
Nicola Ham Edmonds, Company Secretary (0)114 244 5111
Investec Bank plc (Nominated Adviser and Broker)
Jeremy Ellis / Chris Sim (0)20 7597 5970
Tavistock (Financial PR and IR)
Simon Hudson / Barney Hayward (0)20 7920 3150
1 Details of the person discharging managerial responsibilities / person closely associated
a) Name Graham Cooley
2 Reason for the notification
a) Position/status Chief Executive Officer
b) Initial notification /Amendment Initial Notification
3 Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a) Name ITM Power plc
b) LEI 21380042MB2JKZ6RRP12
4 Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
Description of the financial instrument, type of instrument Options over ordinary shares of 5p each
Identification code ISIN: GB00B0130H42
b) Nature of the transaction Issue of Options
c) Price(s) and volume(s)
Price(s) Volume(s)
Nil cost option 307,500
d) Aggregated information
– Aggregated volume 307,500
– Price NA
e) Date of the transaction 24 October 2019
f) Place of the transaction Outside a trading venue
1 Details of the person discharging managerial responsibilities / person closely associated
a) Name Simon Bourne
2 Reason for the notification
a) Position/status Chief Technical Officer
b) Initial notification /Amendment Initial Notification
3 Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a) Name ITM Power plc
b) LEI 21380042MB2JKZ6RRP12
4 Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
Description of the financial instrument, type of instrument Options over ordinary shares of 5p each
Identification code ISIN: GB00B0130H42
b) Nature of the transaction Issue of Options
c) Price(s) and volume(s)
Price(s) Volume(s)
Nil cost option 159,750
d) Aggregated information
– Aggregated volume 159,750
– Price NA
e) Date of the transaction 24 October 2019
f) Place of the transaction Outside a trading venue
1 Details of the person discharging managerial responsibilities / person closely associated
a) Name Rachel Smith
2 Reason for the notification
a) Position/status Executive Director
b) Initial notification /Amendment Initial Notification
3 Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a) Name ITM Power plc
b) LEI 21380042MB2JKZ6RRP12
4 Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
Description of the financial instrument, type of instrument Options over ordinary shares of 5p each
Identification code ISIN: GB00B0130H42
b) Nature of the transaction Issue of Options
c) Price(s) and volume(s)
Price(s) Volume(s)
Nil cost option 72,000
d) Aggregated information
– Aggregated volume 72,000
– Price NA
e) Date of the transaction 24 October 2019
f) Place of the transaction Outside a trading venue
1 Details of the person discharging managerial responsibilities / person closely associated
a) Name Andy Allen
2 Reason for the notification
a) Position/status Chief Financial Officer
b) Initial notification /Amendment Initial Notification
3 Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a) Name ITM Power plc
b) LEI 21380042MB2JKZ6RRP12
4 Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
Description of the financial instrument, type of instrument Options over ordinary shares of 5p each
Identification code ISIN: GB00B0130H42
b) Nature of the transaction Issue of Options
c) Price(s) and volume(s)
Price(s) Volume(s)
Nil cost option 47,250
d) Aggregated information
– Aggregated volume 47,250
– Price NA
e) Date of the transaction 24 October 2019
f) Place of the transaction Outside a trading venue
About ITM Power plc:
ITM Power plc manufactures integrated hydrogen energy solutions for grid balancing, energy storage and the production of green 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 £58.8 million fundraise, including a subscription by Linde of £38 million, together with the formation of a joint-venture with Linde to focus on delivering green hydrogen to large scale industrial projects worldwide. ITM Power signed a forecourt siting agreement with Shell for hydrogen refuelling stations in September 2015, (which was extended in May 2019 to include buses, trucks, trains and ships) and in January 2018 a deal to deploy a 10MW electrolyser at Shell’s Rhineland refinery. ITM Power announced the lease of the world’s largest electrolyser factory in Sheffield with a capacity of 1GW (1,000MW) per annum in July 2019. Customers and partners include Sumitomo, Ørsted, National Grid, Cadent, Northern Gas Networks, Gasunie, RWE, Engie, BOC Linde, Toyota, Honda, Hyundai and Anglo American among others.
About the new M23 Gatwick Airport Hydrogen Refuelling Station: The new Gatwick Airport HRS is ITM Power’s eighth UK public access HRS and joins Cobham on the M25, Beaconsfield on the M40, Rainham in Essex on the A13, Teddington in London, Rotherham on the M1, Kirkwall in Orkney and Swindon on the M4 corridor. The new HRS lies just off the M23 linking the M25 with the South of England. The station uses electricity via a renewable energy contract and water to generate hydrogen on-site with no need for deliveries.
Gatwick Airport, also known as London Gatwick (IATA: LGW), is a major international airport near Crawley in West Sussex, southeast England, 29.5 miles (47.5 km) south of Central London. It is the second-busiest airport by total passenger traffic in the UK, after Heathrow Airport and is the ninth busiest airport in Europe.
The Pan European H2ME2 project: The new HRS is the second of two stations in the UK to be deployed as part of the pan European H2ME2 project, which was funded by the European Fuel Cell and Hydrogen Joint Undertaking (FCHJU) and the Office of Low Emission Vehicles (OLEV).
Bart Biebuyck, Executive Director of the FCH JU said: “It is always with pride that we see how FCH JU support helps to build up the necessary hydrogen infrastructure for the prompt mass deployment of fuel cell vehicles. We are fully committed to ensure that Europe is at the forefront of fuel cells and hydrogen technologies. We have already supported over 50 hydrogen refuelling stations through our H2ME programme and, with initiatives like the European HRS Availability System, we aim to ensure that drivers soon can choose hydrogen-based, clean means of transport throughout the continent – and have reliable information to do so. This new hydrogen refuelling station, located in a strategic transport hub like Gatwick, where synergies with other transport modes can be reached, marks a big step forward towards a cleaner transport sector.”
Mike Copson, Hydrogen Business Development Manager at Shell commented: “We are pleased to be expanding our network with the opening of our third Shell branded hydrogen refuelling site, and fulfilling our initial commitments alongside our partner ITM Power. Likewise, we are looking forward to further expanding the hydrogen network with three new sites over the next year as part of our commitments to the OLEV Hydrogen for Transport Programme initiative.”
Dr Graham Cooley, CEO, ITM Power said: “Gatwick Airport is an important new hydrogen refuelling station. Siting this HRS at the UK’s second largest Airport and supporting the roll out of FCEVs on the
Jon Hunt, Manager, Alternative Fuels at Toyota said: “Toyota Mirai hydrogen Fuel Cell Electric Vehicles on the UK roads have already covered almost 2 million emission free miles and the opening of another hydrogen station by ITM Power conveniently at Gatwick Airport on the Shell forecourt will open the door for new customers and allow current users to increase the number of fast filling zero emission hydrogen vehicles they operate. Congratulations to ITM, Shell and the other partners who have delivered this fantastic new site.”
Ashley Andrew, Managing Director, Hyundai Motor UK said: “The opening of the latest addition to the ITM refuelling station network will significantly enhance consumer confidence in hydrogen fuelled vehicles. Offering existing customers an alternative refuelling option, it also sends a strong message that the UK’s hydrogen refuelling infrastructure is continuing to develop into one that will be able to cope with increased demand in the future.”
Tim Norwood, Corporate Affairs, Planning and Sustainability Director, Gatwick Airport, said: “Gatwick Airport is delighted to host a hydrogen refuelling station provided by ITM Power, to encourage the further take-up of clean emission transport for visitors to the airport and local fleet operators. We recognise the value of hydrogen as a renewable clean fuel that can contribute towards our decarbonisation and air quality objectives, and we look forward to its expanding role in transport and energy.“
Jonny Goldstone, Managing Director at Greentomatocars said: “Gatwick’s HRS coming on line is a major boost to our hydrogen strategy – it gives us and our drivers peace of mind and extra efficiency for the large number of fares we cover south of the M25, and is another major step in the right direction towards zero emission ground transport for London and the South East in particular. Combined with the existing infrastructure, the Gatwick station means we are now able to provide our Zero Emission executive service as far afield as Birmingham, Brighton and Bath!”
ITM Power plc (0)114 244 5111 Nicola Ham-Edmonds, Company Secretary
Investec Bank plc (Nominated Adviser and Broker) (0)20 7597 5970 Jeremy Ellis / Chris Sim
Tavistock (Financial PR and IR) (0)20 7920 3150 Simon Hudson / Nick Elwes / Barney Hayward
About ITM Power plc:
ITM Power plc manufactures integrated hydrogen energy solutions for grid balancing, energy storage and the production of green 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
About H2ME2:
This €170 million demonstration project is co-funded with €67 million from the Fuel Cells and Hydrogen Joint Undertaking (FCH JU), a public-private partnership supporting fuel cell and hydrogen energy technologies in Europe. This project has received funding from the Fuel Cells and Hydrogen 2 Joint Undertaking under grant agreement No 671438 & No 700350. This Joint Undertaking receives support from the European Union’s Horizon 2020 research and innovation programme, Hydrogen Europe and Hydrogen Europe research.
About FCHJU:
ITM Power (AIM: ITM), the energy storage and clean fuel company, published and posted a shareholder circular on 4 October 2019, including a notice of general meeting (“General Meeting”) in connection with the proposed Share Subscription, Firm Placing and Open Offer.
At the General Meeting of the Company held today the requisite shareholder approval was duly given. The proxy votes cast at the General Meeting were as follows:
For | Against | Withheld | |||
---|---|---|---|---|---|
Ordinary Resolution | Votes | % | Votes | % | Votes |
To authorize the directors to allot ordinary shares | 117,498,280 | 94.7 | 6,502,682 | 5.2 | 29,346 |
Special Resolution | |||||
To disapply Section 561 of the Companies Act 2006 | 117,317,517 | 94.7 | 6,547,940 | 5.3 | 164,851 |
The number of Ordinary Shares in issue on 18 October 2019 was 324,009,401. Shareholders are entitled to one vote per share.
The Share Subscription, Firm Placing and Open Offer remain conditional on, inter alia, Admission taking place on 23 October 2019 (or such later time as the Company and Investec may agree, being not later than 1 November 2019).
Result of Open Offer
The Open Offer closed for acceptances at 11.00 a.m. on 21 October 2019 in accordance with its terms and was oversubscribed. The Company therefore announces that is has received valid acceptances in respect of 17,053,126 New Ordinary Shares pursuant to Qualifying Shareholders’ Open Offer Entitlements representing a significant oversubscription of the new Ordinary Shares available under the Open Offer. Accordingly, the aggregate amount raised pursuant to the Open Offer is approximately £6.8 million and the aggregate amount raised pursuant to the Share Subscription, Firm Placing and Open Offer is approximately £58.8 million.
Application has been made for the 147,053,126 New Ordinary Shares to be issued pursuant to the Share Subscription, Firm Placing and Open Offer to be admitted to trading on AIM. It is expected that Admission and dealings in the 147,053,126 New Ordinary Shares will commence at 8.00 a.m. on 23 October 2019.
Upon Admission, the Enlarged Share Capital will comprise 471,062,527 Ordinary Shares with one voting right per share. The Company does not hold any shares in treasury. Therefore, this figure of 471,062,527 Ordinary Shares may be used by Shareholders following Admission as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of ITM Power under the FCA’s Disclosure Guidance and Transparency Rules.
Capitalised terms not otherwise defined in the text of this announcement have the meanings given in the Company’s announcement dated 3 October 2019 in relation to the Share Subscription, Firm Placing and Open Offer.
For further information please visit www.itm-power.com or contact:
ITM Power plc
Nicola Ham Edmonds, Company Secretary
(0)114 244 5111
Investec Bank plc (Nominated Adviser and Broker)
Jeremy Ellis / Chris Sim / Ben Griffiths / Tejas Padalkar
(0)20 7597 5970
Tavistock (Financial PR and IR)
Simon Hudson / Barney Hayward / Edward Lee
(0)20 7920 3150
Total fundraising of at least £52m
(i) a strategic investment of £38m by Linde
(ii) a proposed Firm Placing of £14m, and
(iii) an Open Offer of up to c£6.8m, each at 40 pence per share
Entry into new 50/50 Joint Venture with Linde AG
ITM Power plc (AIM: ITM) (ITM Power or the Group) is pleased to announce its intention to raise at least £52.0 million (before expenses) through (i) a strategic investment of £38.0 million at 40 pence per share by Linde UK Holdings No. 2 Limited, a member of the Linde AG group (Linde) (the Share Subscription); and (ii) a conditional placing of £14.0 million at 40 pence per share (the Firm Placed Shares) with certain existing and new institutional investors (the Firm Placing). The Group has also entered into a 50/50 joint venture with Linde (the Joint Venture) which will focus on delivering green hydrogen to large scale industrial projects, principally those with an installed electrolyser capacity of 10 Megawatts (“MW”) and above.
In addition to the Firm Placing and the Share Subscription, the Group intends to raise up to c.£6.8 million through an Open Offer (the Open Offer) of 17,053,126 New Ordinary Shares at 40 pence per share (the Open Offer Shares).
The net proceeds of the fundraising will be used principally to enhance the manufacturing capabilities of the Group, particularly for the development and production of large scale 5MW electrolysers, to facilitate product standardisation and manufacturing cost reduction, to fund its initial financial contribution to the Joint Venture, and provide working capital and balance sheet strength to support the delivery of the contract backlog and opportunity pipeline.
The Group has also today published its results for the year ended 30 April 2019 in a separate announcement.
Highlights of the conditional Share Subscription, the Firm Placing, the Open Offer and Joint Venture
• ITM Power intends to raise a minimum of £52.0 million pursuant to the conditional Share Subscription, the Firm Placing and the Open Offer at a price of 40 pence per New Ordinary Share (the Issue Price).
• Strategic investment of £38.0m by Linde, a world leader in industrial gases and engineering, via a Share Subscription for 95,000,000 New Ordinary Shares at the Issue price. On completion, Linde will hold approximately 20% of the Group’s enlarged share capital.
• Formation of the Joint Venture alongside Linde’s strategic investment. The Joint Venture will focus on delivering green hydrogen to large scale industrial projects (generally being opportunities with installed electrolyser capacities of 10 Megawatts and above).
• It is intended that Linde will appoint a Non-Executive Director to the Board of ITM Power following completion of the Share Subscription.
• The Issue Price represents a discount of approximately 7.0 per cent to the closing mid-market price of an Existing Ordinary Share on 2 October 2019, being the latest practicable date prior to the publication of this announcement.
• The Firm Placing is being conducted, subject to the satisfaction of certain conditions, on ITM Power’s behalf by Investec Bank plc (Investec). The Firm Placing and the Open Offer are not being underwritten by Investec.
• The Share Subscription, the Firm Placing and the Open Offer are inter-conditional. In particular, they are conditional on (amongst other things):
(i) the passing by the requisite majority of Shareholders of resolutions to grant authorities to Directors to allot further shares for cash on a non-pre-emptive basis; and
(ii) admission of the New Ordinary Shares to trading on AIM on or before 8.00 a.m. on 23 October 2019 (or such later time and/or date as may be agreed between the Group and Investec) (Admission).
• The net proceeds of the Share Subscription, the Firm Placing and the Open Offer (expected to be a minimum of approximately £50.8 million) will be utilised by the Group to facilitate the Group’s move to its new, larger Bessemer Park facility in Sheffield with an annual production capacity of over 1000 MW per annum, fund and resource development of a 5MW electrolyser module, enhance product standardisation, meet initial funding requirements for the Joint Venture and to provide working capital to support (among other things) the delivery of the contract backlog and opportunity pipeline and to strengthen the Group’s balance sheet.
The Group announced its final results for the year to 30 April 2019 on 3 October 2019. A copy of the final results will be available on the Group’s website at www.itm-power.com.
The Group expects to publish a circular in connection with the Firm Placing, the Open Offer and the Share Subscription in the coming days. Shareholders should read the Circular and the Group’s full year results in full before making any application for Open Offer Shares.
Graham Cooley, Chief Executive Officer of ITM Power plc, said: “The major strategic investment from Linde cements a five year relationship between us and provides ITM Power with a world leading partner that brings deep expertise in engineering, procurement and construction and a global customer base. The joint venture will enable us to focus on our core competency of the development and sale of electrolysers, and with Linde as our partner to deliver green hydrogen at scale, The successful fundraising provides the financial resources to exploit this exciting opportunity to the full.
“We are seeing increasing global demand for hydrogen as a solution to renewable energy storage needs and the decarbonisation of major industrial processes. The fundraising and our partnership with Linde will help us to meet this demand on a growing scale, deliver efficiencies throughout our supply chain and represents a significant step on our pathway to medium-term profitability”
Enquiries:
ITM Power plc +44 (0)114 244 5111 Graham Cooley, CEO
Investec Bank plc (Nominated Adviser, Financial Adviser and Broker) +44 (0)20 75974000 Jeremy Ellis / Chris Sim / Ben Griffiths / Tejas Padalkar
Tavistock (Financial PR and IR) +44 (0)20 7920 3150 Simon Hudson / Nick Elwes / Barney Hayward
For the full release please click here
ITM Power (AIM: ITM), the energy storage and clean fuel company is pleased to announce its final results for the year ended 30 April 2019. What follows is a preliminary announcement; the full annual report and financial statements will be available shortly.
HIGHLIGHTS
FINANCIAL:
COMMERCIAL:
CORPORATE:
Clean Fuel
Power-to-Gas
Industrial
Graham Cooley, CEO, commented, “ITM Power continues to deliver strong growth with revenues up 25% year on year. The Group has benefited from the lessons learned in deploying units above 1MW for the first time, including in harsh environments and difficult operating conditions. This delivers significant competitive advantage for future deployments as we scale up and standardise our products. We’ve also been learning how to maximise value from our growing portfolio of revenue generating assets in the shape of the first real hydrogen refuelling network in the UK.”
Roger Putnam, Chairman, added, “I am pleased to report our plans for expansion of staff and production capacity are on track. The next year will be a period in which we transition to our much larger new factory. We welcome the Committee for Climate Change report’s aspirations to make the UK zero emissions by 2050 and its recognition that PEM electrolysis will be an integral part of the new energy mix. As always, I would like to thank our staff for another year of hard work and enthusiastic dedication to our business ambition to help decarbonise the world’s energy markets.”
For further information please visit www.itm-power.com or contact:
ITM Power plc | +44 (0)114 244 5111 |
Graham Cooley, CEO |
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Investec Bank plc (Nominated Adviser and Broker) | +44 (0)20 7597 5970 |
Jeremy Ellis / Chris Sim |
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Tavistock (Financial PR and IR) | +44 (0)20 7920 3150 |
Simon Hudson / Nick Elwes / Barney Hayward |
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About ITM Power plc
ITM Power plc designs and manufactures integrated hydrogen energy systems for grid balancing, energy storage and the production of green hydrogen for transport, renewable heat and chemicals. ITM Power plc was admitted to the AIM market of the London Stock Exchange in 2004. In September 2017, the Company announced the completion of a £29.4m working capital fundraise. The Company signed a forecourt siting agreement with Shell for hydrogen refuelling stations in September 2015, which was extended in May 2019 to include buses, trucks, trains and ships, and subsequently a deal to deploy a 10MW electrolyser at Shell’s Rhineland refinery. The Company entered into a Strategic Partnership Agreement with Sumitomo Corporation in July 2018 for the development of multi-megawatt projects in Japan. Additional customers and partners include Ørsted, National Grid, Cadent, Northern Gas Networks, Gasunie, RWE, Engie, BOC Linde, Toyota, Honda, Hyundai, Anglo American among others.