ITM Power PLC Proposed Placing and Open Offer

ITM Power plc (LON:ITM) has today announced its intention to raise £25 million (before expenses) through a placing of 62,500,000 New Ordinary Shares of 5 pence each in the capital of the Company (the Firm Placed Shares), with certain existing and new institutional investors (the Firm Placing). In addition the Company intends to raise up to c.£4.4 million through an open offer (the Open Offer) of 10,896,225 New Ordinary Shares (the Open Offer Shares). The fundraising is principally to provide working capital to support the delivery of the contract backlog and opportunity pipeline.

Highlights of the Firm Placing and Open Offer

·     ITM Power intends to raise a total of up to c.£29.4 million pursuant to the Firm Placing and Open Offer at a price of 40 pence per New Ordinary Share (the Issue Price).

·    The Firm Placing is being conducted, subject to the satisfaction of certain conditions, on the Company’s behalf by Investec Bank plc (Investec). The Firm Placing and the Open Offer are not being underwritten by Investec.

·    The Issue Price represents a discount of approximately 5.3 per cent to the closing mid-market price of an Existing Ordinary Share on 28 September 2017, the latest practicable date prior to the publication of this announcement.

·    The Firm Placing and Open Offer are to be 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 19 October 2017 (Admission).

·    The net proceeds of the Firm Placing and the Open Offer (expected to be up to approximately £28.4 million) will be utilised by the Company to provide working capital to support the delivery of the contract backlog and opportunity pipeline, to move to new larger facilities to increase annual production capacity, to strengthen the Group’s balance sheet, and to move toward achieving positive cash flow and profitability within the medium term.

Graham Cooley, Chief Executive Officer of ITM Power plc, said:

“We are delighted to disclose our c.£180 million opportunity pipeline of highly qualified tenders, which sits behind our growing backlog of contracted orders. This demonstrates significant traction for ITM Power’s products and the growing momentum in the hydrogen energy market overall. The £25 million placing and up to c.£4.4 million open offer considerably strengthens our balance sheet and should provide enhanced confidence to our customers on ITM Power’s ability to deliver future orders at increased scale. It should also enable us to unlock further efficiencies in our supply chain. We look forward to updating the market as opportunities are converted from pipeline to contracted sales, as we near our target of positive cashflow generation.”

Reasons for the Firm Placing and Open Offer

As at 19 September 2017, ITM Power had c.£20 million of projects under contract and a further c.£16.7 million in the later stages of negotiation (c.£36.7 million in total). In addition, the Group has an opportunity pipeline of c.£180 million of commercial sales, which consists of over 50 separate projects across all three of the Group’s end markets. For each of the projects qualified within this figure, the Company has been engaged to provide a written proposal, the client is understood to remain actively interested in pursuing the project, and the Directors believe the client has the financial means and the ambition to implement the project in the medium term. The majority of these projects provide for a portion of the project cost to be paid by the client to the Company up front, with the corresponding balance of the income typically received towards the end of the contract. This results in a working capital shortfall during the middle and later stages of the contract term, when cash is used in the build phase as well as final commissioning and user testing.

The Directors intend to use the proceeds of the Firm Placing and the Open Offer to:

·      provide working capital to support the delivery of the contract backlog and opportunity pipeline;

·    move to new larger facilities which will consolidate the Group’s two current sites and is expected to facilitate annual production capacity of c.300MW. In addition the Group would seek the installation of an enlarged grid connection of up to 5MW, in order to be able to test larger scale electrolysers;

·     strengthen the Group’s balance sheet, to assist in meeting tender requirements, in particular with regard to obtaining improved upfront payment terms from customers and suppliers; and

·      move toward achieving positive cash flow and profitability within the medium term.

Cash flow remains a key consideration for the Board, and the presiding financial objective for ITM Power is the achievement of a positive cash flow in the medium term. To manage working capital demands and mitigate the impact of existing projects with cash receipts towards the end of the contractual agreement, the Company is seeking a move towards quoting for potential sales with upfront payment terms, thus reducing the initial working capital outlay of such commercial projects. On certain projects, working capital is also enhanced through working with, and receiving support from, partners on the development of electrolyser related technology.

Continued Product Development

The Directors’ immediate objective in terms of product development is to continue to focus on the scale up of proven electrolysis equipment, targeting penetration of larger markets. The Directors believe this approach to be a direct response to market demand from sales enquiries, trade fairs and marketing events. Product development, and in particular upscaling of product offering, is proposed to be achieved through securing and utilising project funding.

Details of the Firm Placing and Open Offer

Structure

The Directors have given careful consideration as to the structure of the proposed fundraising and have concluded that the Firm Placing and the Open Offer is the most suitable option available to the Company and its Shareholders at this time.

It is intended that 62,500,000 Firm Placed Shares will be issued through the Firm Placing at 40 pence per New Ordinary Share to raise gross proceeds of £25 million. Up to 10,896,225 New Ordinary Shares are proposed to be issued through the Open Offer at 40 pence per New Ordinary Share to raise gross proceeds of up to approximately £4.4 million (assuming full take-up under the Open Offer).

Principal terms of the Firm Placing

The Company is proposing to issue 62,500,000 Firm Placed Shares pursuant to the Firm Placing. In accordance with the terms of the Firm Placing and Open Offer Agreement, Investec has agreed to use reasonable endeavours to procure placees for the Firm Placing Shares at the Placing Price. Investec has, as agent for the Company, conditionally placed, on the terms and subject to the conditions contained in the placing letters to be sent to placees, with institutional and other investors, the Firm Placed Shares at the Issue Price to raise gross proceeds of approximately £25 million. 

The Firm Placing is not being underwritten.

Dr. Graham Cooley, Robert Pendlebury, Peter Hargreaves and Sir Roger Bone have each undertaken respectively to subscribe for, in aggregate, 5,879,860 Firm Placed Shares in the Firm Placing at an Issue Price of 40 pence, as set out below.

The Firm Placed Shares are not subject to clawback and are not part of the Open Offer.

Under the Firm Placing and Open Offer Agreement, the Company has agreed to pay to Investec a fixed sum together with a commission based on the aggregate value of certain of the Firm Placed Shares placed at the Issue Price and the costs and expenses of the Firm Placing together with any applicable VAT.

Principal terms of the Open Offer

The Board considers it important that Qualifying Shareholders have the opportunity to participate in the fundraising, and the Directors have concluded that the Open Offer is the most suitable option available to the Company and its Shareholders.

The Open Offer is intended to provide an opportunity for all Qualifying Shareholders to participate in the fundraising by both subscribing for their respective Basic Entitlements and by subscribing for Excess Shares under the Excess Application Facility, subject to availability.

Pursuant to the Open Offer, Qualifying Shareholders will be given the opportunity to subscribe for 1 Open Offer Share for every 23 Existing Ordinary Shares held on the Record Date. 

The Open Offer is proposed to raise gross proceeds of up to approximately £4.4 million, assuming full take-up.

The Issue Price represents a 5.3 per cent. discount to the Closing Price of 42.25 pence per Ordinary Share on the Latest Practicable Date.

Basic Entitlement

Qualifying Shareholders are invited, on and subject to the terms and conditions of the Open Offer, to apply for any number of Open Offer Shares (subject to the limit on the number of Excess Shares that can be applied for using the Excess Application Facility) at the Issue Price. Qualifying Shareholders have a Basic Entitlement of:

1 Open Offer Share for every 23 Existing Ordinary Shares registered in the name of the relevant Qualifying Shareholder on the Record Date.

Basic Entitlements under the Open Offer will be rounded down to the nearest whole number and any fractional entitlements to Open Offer Shares will be disregarded in calculating Basic Entitlements and will be aggregated and made available to Qualifying Shareholders under the Excess Application Facility.

The aggregate number of Open Offer Shares available for subscription pursuant to the Open Offer will not exceed 10,896,225 New Ordinary Shares.

Allocations under the Open Offer

In the event that valid acceptances are not received in respect of all of the Open Offer Shares under the Open Offer, unallocated Open Offer Shares will be allotted to Qualifying Shareholders to meet any valid applications under the Excess Application Facility provided always that no Qualifying Shareholder shall be entitled to receive in excess of such number of Open Offer Shares as would bring their aggregate interest in the Company to more than the 29.9 per cent. Aggregate Limit.

Excess Application Facility

Subject to availability and assuming that Qualifying Shareholders have accepted their Basic Entitlement in full, the Excess Application Facility enables Qualifying Shareholders to apply for any whole number of Excess Shares in addition to their Basic Entitlement up to an amount equal to the total number of Open Offer Shares available under the Open Offer less an amount equal to a Qualifying Shareholder’s Basic Entitlement, subject always to the 29.9 per cent. Aggregate Limit.

Conditionality

The Firm Placing and the Open Offer are to be conditional, among other things, upon the following:

·      the passing, without amendment, of the Resolutions at the General Meeting;

·      Admission occurring by no later than 8.00 a.m. on 19 October 2017 (or such later time and/or date as may be agreed between the Company and Investec, being no later than 8.00 a.m. on 31 October 2017); and

·      the Firm Placing and Open Offer Agreement becoming unconditional in all respects (save for the condition relating to Admission) and not having been terminated in accordance with its terms.

If the conditions set out above are not satisfied or waived (where capable of waiver), the Firm Placing and the Open Offer will lapse; and

(a)     the Firm Placed Shares will not be issued and all monies received from investors in respect of the Firm Placed Shares will be returned to them (at the investors’ risk and without interest) as soon as possible thereafter; and

(b)     any Basic Entitlements and Excess CREST Open Offer Entitlements admitted to CREST will, after that time and date, be disabled and application monies under the Open Offer will be refunded to the applicants, by cheque (at the applicant’s risk) in the case of Qualifying Non-CREST Shareholders and by way of a CREST payment in the case of Qualifying CREST Shareholders, without interest, as soon as practicable thereafter.

Application for Admission

Application will be made to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on AIM. Admission is expected to take place, and dealings on AIM are expected to commence, at 8.00 a.m. on 19 October 2017 (or such later time and/or date as may be agreed between the Company and Investec, being no later than 8.00 a.m. on 31 October 2017). No temporary document of title will be issued.

The New Ordinary Shares will, following Admission, rank pari passu in all respects with the Existing Ordinary Shares in issue at the date of the Circular and will carry the right to receive all dividends and distributions declared, made or paid on or in respect of the Ordinary Shares after Admission.

Effect of the Firm Placing and the Open Offer

Upon completion of the Firm Placing and the Open Offer, the New Ordinary Shares will represent approximately 22.7 per cent. of the Enlarged Share Capital (assuming the Open Offer is subscribed in full).

General Meeting and Circular to Shareholders

A General Meeting of the Company is to be held at 11.15 a.m. on 18 October 2017, or as soon thereafter as the AGM convened for 11.00 a.m. on that day has concluded, at the offices of Tavistock Communications, 1 Cornhill, London EC3V 3ND. The General Meeting is being held for the purpose of considering and, if thought fit, passing the Resolutions in order to approve the Firm Placing and the Open Offer.

A summary and explanation of the Resolutions will be set out in the Circular to be sent out shortly.

Intentions of the Directors and certain major Shareholders in relation to the Firm Placing

The following participants intend to subscribe for an aggregate of 5,879,860 Firm Placed Shares as set out below:

The Directors do not intend to subscribe for any Open Offer Shares. Accordingly Excess Shares will be available for other Qualifying Shareholders under the Excess Application Facility.

Directors’ interests

The interests (all of which are beneficial unless stated otherwise) of the Directors and their immediate families and of persons connected with them (within the meaning of Section 252 of the Act) in the Existing Issued Share Capital and the existence of which is known to, or could with reasonable due diligence be ascertained by, any Director as at the Latest Practicable Date and as they are so expected to be upon Admission (assuming full take-up under the Open Offer) are as follows:

¹  At the Latest Practicable Date, Robert Pendlebury holds 12,269 Ordinary Shares. Robert Pendlebury represents J.C.B. Research (which at the Latest Practicable Date held 30,970,365 Ordinary Shares) on the Board.

Irrevocable voting commitments from certain Directors

Directors, who in aggregate hold 24,415,483 Existing Ordinary Shares, representing approximately 9.7 per cent. of the Existing Issued Share Capital, have irrevocably undertaken to vote (and where such Existing Ordinary Shares are registered in the name of any other persons have irrevocably undertaken to use reasonable endeavours to procure that those persons will vote) in favour of the Resolutions at the General Meeting.

Related party transactions

J.C.B. Research and Peter Hargreaves intend to participate in the Firm Placing.

Accordingly, J.C.B. Research and Peter Hargreaves are considered as related parties of the Company and their participation in the Firm Placing is considered a “related party transaction” under the AIM Rules for Companies.

The Directors (other than Robert Pendlebury and Peter Hargreaves) consider, having consulted with the Company’s Nominated Adviser, Investec, that the terms of participation for J.C.B. Research and Peter Hargreaves in the Firm Placing are fair and reasonable in so far as its Shareholders are concerned.

Recommendation and voting intentions

The Directors believe that the Firm Placing and the Open Offer are in the best interests of the Company and its Shareholders as a whole.

Accordingly, the Directors unanimously recommend that Shareholders vote in favour of the Resolutions as they and Shareholders connected with them intend to do so in respect of their aggregate beneficial holdings of the Existing Issued Share Capital.