THIS ANNOUNCEMENT IS RESTRICTED AND IT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, AUSTRALIA OR NEW ZEALAND OR ANY OTHER STATE OR JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL
14 December 2012
Ceres Power Holdings plc
RESULT OF FIRM PLACING AND PLACING AND OPEN OFFER
On 29 November 2012, the Board of Directors of Ceres Power Holdings Plc ("Ceres" or the "Company") announced details of its intention to raise GBP3.30 million (before expenses) through the issue of 265,000,000 New Ordinary Shares through a Firm Placing and 65,000,000 New Ordinary Shares through a Placing and Open Offer, all at 1 pence per New Ordinary Share. The Open Offer Shares made available pursuant to the Placing were subject to clawback to satisfy valid applications by Qualifying Shareholders pursuant to the Open Offer. The Firm Placing Shares were not subject to clawback and were not part of the Open Offer.
The Open Offer closed for acceptance at 11.00 a.m. on 14 December 2012. The Company announces that it has received valid acceptances in respect of 117,391,452 New Ordinary Shares from Qualifying Shareholders, representing approximately 181 per cent. of the New Ordinary Shares offered under the Open Offer. In accordance with the terms and conditions of the Open Offer, valid Shareholder applications in excess of their Open Offer Entitlements will be scaled back pro rata to Qualifying Shareholders' existing shareholdings. Monies in respect of Open Offer Shares which have been applied for but not allocated will be returned to the applicant without interest as soon as practicable and at the applicant's sole risk.
The Firm Placing and Placing and Open Offer remain conditional, amongst other things, upon the approval of Shareholders of the Resolutions at the General Meeting to be held at 11.00 a.m. on 17 December 2012, and upon the Firm Placing and Placing and Open Offer Agreement becoming unconditional in all respects. If the Firm Placing and Placing and Open Offer become unconditional, 330,000,000 New Ordinary Shares will be issued pursuant to the Firm Placing and Placing and Open Offer, raising GBP3.30 million (before expenses).
Application has been made to the London Stock Exchange for the New Ordinary Shares to be issued pursuant to the Firm Placing and the Placing and Open Offer to be admitted to trading on AIM. These New Ordinary Shares will rank pari passu in all respects with the other New Ordinary Shares in issue on Admission. It is expected that Admission will become effective and that dealings in the New Ordinary Shares will commence at 8:00 a.m. on 18 December 2012.
The New Ordinary Shares to be issued pursuant to the Firm Placing and the Placing and Open Offer (in uncertificated form) are expected to be credited to CREST accounts on or around 8.00 a.m. on 18 December 2012 and definitive share certificates for the New Ordinary Shares to be issued pursuant to the Firm Placing and the Placing and Open Offer are expected to be despatched to certificated shareholders by 24 December 2012.
The definitions used in this announcement have the same meaning as defined in the Circular sent to shareholders on 30 November 2012.
For further information please contact:
Ceres Power Holdings plc
Rex Vevers, Finance Director
Tel. +44 (0) 1403 273 463
Investec Bank plc (Nominated Adviser and Broker)
Chris Sim / James Ireland
Tel. +44 (0) 20 7597 0000
Notes to editors:
Ceres Power is a leading developer of clean, efficient, cost‐effective fuel cell technology for use in decentralised energy products that reduce operating costs, lower CO2 emissions and improve energy security. The Company's mass manufacturable technology platform, the Fuel Cell Module, is based on the Company's unique patented intermediate temperature solid oxide fuel cell technology and operates on mains natural gas or in the future a range of other fuels including packaged fuels, such as LPG. The Company is listed on the AIM market of the London Stock Exchange, and has facilities in Horsham and Crawley, UK, including a pilot-scale fuel cell manufacturing facility.
This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any New Ordinary Shares, nor shall it (or any part of it), or the fact of its distribution, form the basis of, or be relied on in connection with or act as any inducement to enter into, any contract or commitment whatsoever with respect to the proposed Firm Placing and Placing and Open Offer or otherwise. This announcement is not a prospectus and investors should not subscribe for or purchase any New Ordinary Shares referred to in this announcement.
The distribution of this announcement and/or the transfer of the New Ordinary Shares in or into jurisdictions other than the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about and observe such restrictions. Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdiction. In particular, this announcement should not be distributed, forwarded to, or transmitted in or into the United States, Australia, Canada, Japan, the Republic of South Africa or New Zealand.
The New Ordinary Shares referred to in this announcement will not be offered in or into any jurisdiction unless such an offer can be made without contravention of any unfulfilled registration or other legal or regulatory requirements. The New Ordinary Shares have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction in the United States and may not be offered or sold in the United States absent registration or an exemption from registration. The New Ordinary Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority, nor have the foregoing authorities passed upon or endorsed the merits of the Firm Placing and Placing and Open Offer or the accuracy or adequacy of the information contained in this announcement or any other document. Any representation to the contrary is unlawful and is a criminal offence in the United States.
Investec Bank plc, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for the Company and no one else in connection with the Firm Placing and Placing and Open Offer and will not regard any other person (whether or not a recipient of the Circular) as its client in relation to the Firm Placing and Placing and Open Offer and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in connection with the Firm Placing and Placing and Open Offer or any other matter referred to herein.