28 September 2016
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND, NEW ZEALAND OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN CERES POWER HOLDINGS PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION, SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH ANY INVESTMENT DECISION IN RESPECT OF CERES POWER HOLDINGS PLC.
28 September 2016
This announcement contains inside information.
Ceres Power Holdings plc
(“Ceres Power” or “the Company” or the "Group")
Ceres Power confirms successful £20 million placing
Ceres Power Holdings plc (AIM: CWR), is pleased to announce that, following the announcement made earlier today entitled “Ceres Power announces a proposed Placing to raise £20.0 million”, the Company has raised a total of approximately £20.0 million (before expenses) by means of a conditional placing with new and existing investors in the UK, of 228,603,083 Placing Shares at a price of 8.75 pence per share.
The Placing is subject to the passing of certain resolutions at the General Meeting. Shareholder approval in respect of the Placing will be sought at the General Meeting, which is being convened for 9.00 a.m. on 14 October 2016 at the offices of Tavistock, 131 Finsbury Pavement, London, EC2A 1NT. Provided that the Resolutions are passed and the Placing has otherwise become unconditional, completion of the Placing is expected to take place on 18 October 2016. A circular to Shareholders convening the requisite general meeting is expected to be posted later today.
• Placing to raise £20.0 million through the issue of 228,603,083 Placing Shares;
• Issue Price for the Placing of 8.75 pence per share; and
• The Placing is to existing and new institutional investors and certain Directors.
Zeus Capital is Nominated Adviser and Broker to the Company.
A Circular, extracts of which are set out below, and a notice of General Meeting will be posted to Shareholders today to explain the background to the Placing, to set out the reasons why the Board believes it to be in the best interests of the Company and its Shareholders and to seek Shareholder approval for the Resolutions at the General Meeting, which will be held at the offices of Tavistock, 131 Finsbury Pavement, London, EC2A 1NT at 9.00 a.m. on 14 October 2016.
Phil Caldwell, Ceres Power's Chief Executive Officer said:
“The funding will put us in a strong position at a key stage of the company’s growth as we develop our commercial engagements with some of the world’s leading companies. This funding combined with recent technology gains enables the development of higher power applications alongside our residential offering, opening up significant new market opportunities in the commercial and transportation sectors.”
For further information, please contact:
Ceres Power Holdings plc Phil Caldwell, CEO Richard Preston, CFO Tel: +44 (0)1403 273 463 Zeus Capital Limited (Nominated Adviser and Broker) Phil Walker/Andrew Jones Tel: +44 (0) 20 3829 5000 Tavistock Mike Bartlett/James Collins Tel: +44 (0) 20 7920 3150
Unless otherwise defined, all capitalised terms in this announcement are defined at the end of this announcement.
Expected Timetable of Principal Events
Announcement of the Placing 28 September 2016 Publication of Circular 28 September 2016 Latest time and date for receipt of General Meeting Forms of Proxy9.00 a.m. on 12 October 2016 General Meeting 9.00 a.m. on 14 October 2016 Admission and commencement of dealings in First Placing Shares 8.00 a.m. on 17 October 2016 Admission and commencement of dealings in Second Placing Shares 8.00 a.m. on 18 October 2016 Placing Shares in uncertificated form expected to be credited to As soon as possible accounts in CREST after 17 October 2016 Despatch of definitive share certificates for Placing Shares (if required) By 25 October 2016
References to times are to London time unless otherwise stated.
The times and dates set out in the Expected Timetable of Principal Events above may be adjusted by Ceres Power Holdings plc with agreement from Zeus Capital in which event details of the new times and dates will be notified to Shareholders by means of an announcement through a Regulatory Information Service.
Different deadlines and procedures for return of forms may apply in certain cases.
Issue Price per New Ordinary Share 8.75 pence
Number of Ordinary Shares in issue as at the Latest Practicable Date 777,857,841
Number of Placing Shares to be issued by the Company pursuant 228,603,083 to the Placing
Gross Proceeds of the Placing £20.0 million
Estimated expenses of the Placing £0.6 million
Net Proceeds of the Placing £19.4 million
Number of Ordinary Shares in issue immediately following completion of the Placing 1,006,460,924
Placing Shares as a percentage of the Enlarged Issued Share Capital 23 per cent.
1. Background to and reasons for the Placing
1.1 Background and business strategy
Ceres Power is a world leader in low cost, next generation fuel cell technology for use in distributed power products that have the potential to bring cheaper and cleaner energy to homes and businesses. The Group is working with some of the world’s leading companies in order to create mass market fuel cell products for multiple markets worldwide. The Company currently manufactures and supplies its fuel cells (“SteelCells”) to partners wishing to use Ceres Power’s technology as the foundation for their power products and offers its integration and engineering expertise as part of joint development programmes. The Group has progressed significantly both commercially and technologically since it last raised funds in July 2014. Over the last two years the Company has made significant advancements in the technology which have opened up new market opportunities. Increases in efficiency are now enabling the Company to develop power-only applications for commercial and data centre markets. Additionally, the SteelCell’s robustness to cycling potentially enables the technology to be applied to the portable generator market and for range extenders for electric vehicles. Ceres Power is now beginning the next phase of its commercialisation. The Company is targeting having five global engineering companies as customers in joint development agreements by the end of 2017 in order to achieve traction in multiple markets in the major regions across the world, with the intent to be in two commercial launch programmes by the end of 2018. The Board believes the Company’s existing relationships with Honda, Nissan and Cummins show that it is well on the path to achieving this.
1.2 Progress since the last fundraising
Two years ago Ceres Power’s key technical objective was to improve the electrical efficiency of the SteelCell and its system in order to access new markets for the technology. The Company targeted achieving 45 per cent. net electrical efficiency for residential CHP applications and greater than 50 per cent. for multi kW systems. The Company has surpassed these objectives having achieved greater than 50 per cent. in CHP and 56 per cent. in initial tests of a multi kW system. In addition, Ceres Power has improved power density of its SteelCells by 40 per cent., further enhancing the cost effectiveness of products using the technology. These technical improvements have allowed the Company to make significant commercial progress. After two years of testing with Honda, in January 2016 Ceres Power announced a follow-on joint development agreement with them. The Company’s recently announced agreements with Nissan and Cummins are as a result of technical progress having opened up new higher power multi kW markets, and as a result Ceres Power is developing a 5 kW modular stack and system platform alongside its existing 1 kW residential CHP platform.
1.3 Reasons for the Placing
The Placing is necessary for the Company to continue as a going concern and will enable further investment to grow the business as follows:
(i) maintain the Group’s financial strength to engage with world-leading OEMs through the next commercial phase;
(ii) mature the 1 kW platform for residential applications through field trialling prototypes, and secure development partnerships;
(iii) develop a 5 kW modular platform at stack and system level to capitalise on the technical and commercial progress made for higher power applications in order to open up new markets further;
(iv) maintain its technology leadership position through continually advancing its core SteelCell technology in performance and maturity; and
(v) advance its manufacturing readiness levels to meet customer demand and scale supply of the SteelCells for future manufacturing partners.
Maintaining financial strength for the growing number of customer commercial engagements
The Placing is critical to help secure a strong commercial position for Ceres Power at an important stage of the Company’s growth.
Maintaining the strength of the Company’s balance sheet is key to commercially engage with its existing customers and attract additional global leading OEMs. As the fuel cell industry continues to consolidate it is essential to continue to position Ceres Power as one of the winners in this sector, having the financial strength to bring through this technology to market over the long term.
1 kW platform maturity
In the past year, Ceres Power incorporated the latest version of the SteelCell technology with further system engineering advancements into its 1 kW residential system, (the “SteelGen”), which the Company intends to field test with British Gas in the UK later this year. Field testing SteelGen is intended to demonstrate the technology’s maturity and reliability to the Company’s OEM partners and potentially shorten the time to market which should lead to increased opportunities for the Company to take on of further partners. Experience gained from field testing will also be valuable for higher power applications. While part of the cost of this is offset by committed EU funding through the ene.field programme, some additional investment is being made by the Company in system development and to support these customer trials.
High power multi kW applications
In June 2016, the Company announced the commencement of a programme with Nissan UK to develop a stack for use as a range extender for electric vehicles. The Company also announced in September 2016 that it will enter into a higher power programme with Cummins and the US Department of Energy to develop a high efficiency modular platform targeting data centre applications. In order to address these significant commercial opportunities and others in the pipeline the Company is developing a 5 kW platform at stack and system level. Although the Company’s partners contribute significant funding towards these developments, the Company will need to invest in its own capabilities specifically in development, test and manufacturing capability to further address these markets.
Maintaining technology leadership
Over the past two years, Ceres Power has significantly increased the performance of the core SteelCell technology in terms of power density and efficiency and has increased the number of patent families filed from 39 to 47. The Company continues to improve the SteelCell performance to maintain its technology leadership position, specifically focusing on the following areas:
(i) improving lifetime, quality and maturity;
(ii) increasing performance through higher power density; and
(iii) improving efficiency targeting up to 60 per cent. net electrical efficiency for high power applications.
It is fundamental to the future value of the Company that it continues to improve its technology. Working capital is required to maintain suitably experienced R&D and engineering teams, and also to continue to work alongside the world’s leading engineering companies and academic partners. In order to manage the Company’s cash burn it will focus its resources by using the same core SteelCell technology in its two platforms (1 kW and 5 kW) to be able to address multiple applications.
Investing in manufacturing and test capability
The Company is following a phased approach to manufacturing scale-up over the coming years to:
(i) meet growing customer demand and internal development;
(ii) be able to produce cells and stacks to meet the multi kW applications; and
(iii) have a truly scalable manufacturing process that can be transferred to selected commercial manufacturing partners.
In addition to the successful deposition scale-up project as announced in February 2016, Ceres Power has a number of manufacturing projects which will enable it to complete scale up of key process steps and demonstrate processes that can be replicated with manufacturing partners. As customer demand grows, the Company will further invest in manufacturing capability in order to maximise the value capture of the Company’s manufacturing intellectual property, and provide near term capacity to meet customer demand for SteelCells.
2. Use of proceeds
The Board believes that the Net Proceeds of the Placing, being approximately £19.4 million, along with the Group’s existing cash and cash equivalents, will provide sufficient capital to fund the Group and in particular to:
(i) maintain the Company’s financial strength through the next critical commercial phase;
(ii) further mature the 1kW residential offering through field trialing prototype products in 2017 and securing system development with OEM partners;
(iii) increase multi kW capability to open new markets;
(iv) complete the scale-up of all major manufacturing process steps for manufacturing partners and meet near-term customer demand; and
(v) provide general working capital to maintain its technology leadership position with its experienced R&D and engineering teams. The Directors believe that the Net Proceeds of the Placing, which are necessary for the Company to continue as a going concern, will allow the Group to advance through the key important negotiation stages with its partners, from product development through to entering commercial launch programmes, which are the key steps towards commercial profitability.
3. Current Trading and Prospects
As indicated above, the Company is starting to benefit from engagement with its commercial partners and the Board expects revenue and other operating income to increase significantly going forward. In the next phase of the Company’s growth, with an already healthy pipeline of commercial opportunities (the order book of revenue and income for future years is currently over £2 million), the Company expects to continue to grow its revenue and other operating income thereby reducing net cash outflow from the year ended 30 June 2017 onwards. The Company is targeting securing five global engineering companies as customers in joint development agreements by the end of 2017 in order to achieve traction in multiple markets in the major regions across the world, with the intent to be in two commercial launch programmes by the end of 2018. As the Company increases the number of global partners and those partners move through from evaluation to product development and to commercial launch, the Board anticipates each progression will increase the revenue contribution to Ceres Power.
4. Key elements of the Placing
The Company is proposing to raise approximately £20.0 million, (£19.4 million net of estimated expenses), by way of the conditional placing of 228,603,083 Placing Shares at the Issue Price with existing and new institutional investors and certain Directors. The Placing Shares to be issued pursuant to the Placing will represent approximately 23 per cent. of the Enlarged Share Capital. The Placing Shares will rank pari passu in all other respects with the Existing Ordinary Shares. The Issue Price represents a discount of 16.7 per cent. to the mid-market closing price on 27 September 2016 (being the Latest Practicable Date). The Placing is conditional on (amongst other things) Admission and has not been underwritten. The Directors participating in the Placing are disclosed in paragraph 7. The Placing is being structured in two tranches and is expected to comprise placings at the Issue Price as follows: (1) the 16,571,428 First Placing Shares, and (2) the 212,031,655 Second Placing Shares.
4.2 Placing Agreement
On 28 September 2016, the Company entered into the Placing Agreement with Zeus Capital pursuant to which Zeus Capital has agreed to use reasonable endeavours to place the Placing Shares at the Issue Price. Under the Placing Agreement, the Company has given Zeus Capital customary warranties and indemnities. Zeus Capital also has customary termination rights in certain circumstances, including, inter alia, where there is a material breach of any of the warranties or for force majeure.
5. Effect of the Placing
228,603,083 Placing Shares will be issued to Placees pursuant to the Placing. All the Placing Shares will, when issued and fully paid, rank pari passu with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of Admission. The Placing Resolutions set out in the Notice of General Meeting must be passed at the General Meeting in order for the Placing to proceed. Upon completion of the Placing, the Placing Shares will represent approximately 23 per cent. of the Enlarged Issued Share Capital and the Existing Ordinary Shares will represent approximately 77 per cent. of the Enlarged Issued Share Capital.
6. Enterprise Investment Scheme and Venture Capital Trusts
On issue, the Placing Shares will not be treated as either “listed” or “quoted” securities for relevant tax purposes. The following information is based upon the laws and practice currently in force in the UK and may not apply to persons who do not hold their Existing Ordinary Shares as investments. The Directors believe that the First Placing Shares should be eligible (subject to the circumstances of investors) for tax reliefs under EIS and for investment by VCTs. The Company has applied for and received, advance assurance from HMRC, based on information provided, that: (i) following receipt of a properly completed form EIS 1, they will be able to authorise the Company to issue certificates under section 204(1) Income Tax Act 2007 in respect of the First Placing Shares and (ii) the First Placing Shares will be eligible shares for the purpose of section 285(3A) of the Income Tax Act 2007 and may be part of a qualifying holding for the purposes of Chapter 4 of Part 6 of the Income Tax Act 2007. Although the Company currently expects to satisfy the relevant conditions for EIS and VCT investment, and the Directors are not aware of any subsequent change in the qualifying conditions or the Company’s circumstances that would prevent the First Placing Shares from being eligible EIS and VCT investments on this occasion, neither the Directors nor the Company give any warranty or undertaking that relief will be available in respect of any investment in the First Placing Shares pursuant to this announcement, nor do they warrant or undertake that the Company will conduct its activities in a way that qualifies for or preserves its status. Companies can raise up to £5 million from State Aid investment sources, including under the combined EIS and from VCTs, in any 12 month period. However, in order to comply with the £20 million cap for knowledge intensive companies, the amount that may be raised by the Company under the EIS and VCT schemes in connection with the Placing is limited to £1.45 million. As the rules governing EIS and VCT reliefs are complex and interrelated with other legislation, if Shareholders or any potential investors are in any doubt as to their tax position, require more detailed information than the general outline above, or are subject to tax in a jurisdiction other than the United Kingdom, they should consult their professional adviser.
7. Related Party Transactions
7.1 IP2IPO Placing Participation
IP2IPO, a Substantial Shareholder in the Company (as defined by the AIM Rules) and a wholly owned subsidiary of IPG, has conditionally agreed to subscribe for 75,779,472 Second Placing Shares pursuant to the Placing. Therefore, following Admission, IP2IPO will have a shareholding of 257,538,294 Ordinary Shares, representing 25.6 per cent. of the Enlarged Issued Share Capital. The participation of IP2IPO in the Placing is a related party transaction for the purposes of the AIM Rules. Accordingly, by reason of their connection with IP2IPO being that (i) Alan Aubrey is an employee and director of IP2IPO and a director and Chief Executive Officer of IPG (IP2IPO’s parent company), and (ii) Robert Trezona is an employee of IP2IPO, neither Alan Aubrey nor Robert Trezona is considered to be an Independent Director for the purpose of the related party statement below. The Independent Directors, having consulted with the Company’s Nominated Adviser, Zeus Capital, consider the terms of IP2IPO’s participation in the Placing to be fair and reasonable insofar as Shareholders are concerned.
7.2 Directors’ Placing Participation
Certain Directors have agreed to subscribe for Second Placing Shares in the Placing, the details of which are set out in the table below.
Each Director’s participation constitutes a related party transaction under the AIM Rules. The Directors, excluding those who are participating, having consulted with the Company’s Nominated Adviser, Zeus Capital, consider the terms of the Directors participations to be fair and reasonable insofar as Shareholders are concerned.
Director | Existing Shareholding | Placing Participation | Total number of Shares held | Percentage of Enlarged Share Capital
Steve Callaghan | 3,605,650 | 457,142 | 4,062,792 | 0.4
Mike Lloyd | 783,088 | 285,714 | 1,068,802 | 0.1
The AIM Rules do not prohibit related parties from exercising the voting rights attached to their respective Ordinary Shares at the General Meeting.
8. Recommendation and Irrevocable Undertakings
The Directors consider the Placing and the passing of the Placing Resolutions to be in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend that Shareholders vote in favour of the Placing Resolutions and those Directors who are Shareholders have irrevocably undertaken to do so in respect of their beneficial holdings of an aggregate of 4,878,898 Existing Ordinary Shares, representing approximately 0.6 per cent. of the Existing Ordinary Shares. In addition to the Directors, certain other Shareholders have irrevocably undertaken to vote in favour of the Placing Resolutions in respect of the Existing Ordinary Shares in which they are interested, amounting in aggregate to 454,388,975 Existing Ordinary Shares, representing approximately 58.4 per cent. of the Existing Ordinary Shares. In the event that the Placing Resolutions are not passed, the Placing will not proceed, it is likely the Company will no longer be a going concern and the Company will seek to pursue a different funding strategy in order to pursue its development and commercialisation goals. Copies of the Circular will be available free of charge from the Company’s website (www.cerespower.com).
The following definitions apply throughout this announcement unless the context requires otherwise:
“Act” the Companies Act 2006 (as amended from time to time)
“Admission” the admission of the Placing Shares (or of the First Placing Shares or the Second Placing Shares, as the context requires) to trading on AIM becoming effective in accordance with the AIM Rules
“AIM” the market of that name operated by the London Stock Exchange
“AIM Rules” the provisions of the London Stock Exchange entitled “AIM Rules for Companies” as amended or reissued from time to time governing, amongst other things, admission to AIM and the continuing obligations of AIM companies
“Board” the board of Directors of the Company as at the date of this announcement
“Business Day” any day (excluding Saturdays, Sundays and public holidays in England) on which banks are open in London for business
“CHP” combined heat and power
“Circular” the circular, dated 28 September 2016
“Company” or “Ceres Power” Ceres Power Holdings plc
“Computershare” Computershare Investor Services PLC
“CREST” the relevant system (as defined in the CREST Regulations) for the paperless settlement of trades and the holding of shares in uncertificated securities operated by Euroclear as defined in the CREST Regulations
“CREST Regulations” the Uncertificated Securities Regulations 2001 (S.I. 2001/3755), as or “Regulations” amended from time to time
“Directors” the Directors of the Company as at the date of this announcement
“EIS” Enterprise Investment Scheme
“Enlarged Issued Share Capital” the issued share capital of the Company as enlarged by the issue of the Placing Shares
“EU” European Union
“Euroclear” Euroclear UK & Ireland Limited, the operator of CREST
“Existing Ordinary Shares” the 777,857,841 Ordinary Shares in issue, comprising the whole of the issued share capital of the Company, as at the date of this announcement
“FCA” the Financial Conduct Authority of the United Kingdom
“First Placing Shares” the first tranche of 16,571,428 Placing Shares to be issued to certain VCT and/or EIS investors pursuant to the Placing
“Form of Proxy” the form of proxy accompanying the Circular for use in connection with the General Meeting
“FSMA” Financial Services and Markets Act 2000 (as amended)
“General Meeting” the general meeting of the Company convened for 9.00 a.m. on 14 October 2016, notice of which is set out in the Circular, and any adjournment thereof
“Gross Proceeds” the gross proceeds of the Placing before the deduction of expenses
“Group” the Company and its subsidiaries from time to time
“HMRC” Her Majesty’s Revenue & Customs
“Independent Directors” the Directors other than Alan Aubrey and Robert Trezona
“IP2IPO” IP2IPO Limited, a wholly owned subsidiary of IPG incorporated in England and Wales with company number 04072979
“IPG” IP Group plc, a public limited company incorporated in England and Wales with company number 04204490
“Issue Price” 8.75 pence per New Ordinary Share
“Latest Practicable Date” the latest date practicable prior to the publication of the Circular, being 27 September 2016
“London Stock Exchange” London Stock Exchange plc
“Net Proceeds” the Gross Proceeds of the Placing net of expenses
“Notice of General Meeting” the notice convening the General Meeting set out on page 18 of the Circular
“OEMs” original equipment manufacturers
“Official List” the official list of the FCA pursuant to Part VI of FSMA, as amended from time to time
“Ordinary Shares” ordinary shares of 1p each in the capital of the Company
“Overseas Shareholders” Shareholders who are resident in or a citizen or national of any country outside the United Kingdom
“Placees” the persons with whom Placing Shares are to be placed
“Placing” the conditional placing of the Placing Shares, details of which are set out in paragraph 4.1 of this announcement
“Placing Agreement” the conditional placing agreement dated 28 September 2016 between the Company and Zeus Capital and relating to the Placing, details of which are set out in paragraph 4.2 of this announcement
“Placing Resolutions” the Resolutions numbered 1 and 2 in the Notice of General Meeting
“Placing Shares” the 228,603,083 new Ordinary Shares which are the subject of the Placing comprising the First Placing Shares and the Second Placing Shares
“Prospectus Rules” the rules made for the purposes of Part V of FSMA in relation to offers of securities to the public and admission of securities to trading on a regulated market
“Receiving Agent” Computershare Investor Services PLC
“Registrar” Computershare Investor Services PLC
“Regulatory Information Service” a regulatory information service that is approved by the FCA and that is on the list of regulatory information service providers maintained by the FCA
“Resolutions” the resolutions including the Placing Resolutions to be proposed at the General Meeting as set out in the Notice of General Meeting
“Restricted Jurisdiction” any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure for the Company if information or documentation concerning the proposals set out in this document is sent or made available to shareholders in that jurisdiction including, without limitation, the United States, Canada, Australia, Japan and the Republic of South Africa
“Second Placing Shares” the second tranche of 212,031,655 Placing Shares to be issued to investors pursuant to the Placing
“Securities Act” the US Securities Act of 1933, as amended
“Shareholder(s)” holder(s) of Ordinary Shares
“UK” or “United Kingdom” the United Kingdom of Great Britain and Northern Ireland
“UKLA” the UK Listing Authority, being the FCA acting as competent authority for the purposes of Part VI of the FSMA
“US” or “United States” the United States of America, each state thereof (including the district of Columbia), its territories, possessions and all areas subject to its jurisdiction
“VCT” Venture Capital Trust
“Zeus Capital” Zeus Capital Limited of 82 King Street, Manchester, M2 4WQ, being the Company’s Nominated Adviser and Broker
Cautionary note regarding forward-looking statements
This announcement contains statements about Ceres Power Holdings plc that are or may be deemed to be “forward-looking statements”. All statements, other than statements of historical facts, included in this announcement may be forward-looking statements. Without limitation, any statements preceded or followed by, or that include, the words “targets”, “plans”, “believes”, “expects”, “aims”, “intends”, “will”, “may”, “should”, “anticipates”, “estimates”, “projects”, “would”, “could”, “continue” or words or terms of similar substance or the negative thereof, are forward-looking statements. Forward-looking statements include, without limitation, statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects and (ii) business and management strategies and the expansion and growth of the operations of Ceres Power Holdings plc. These forward-looking statements are not guarantees of future performance. These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of any such person, or industry results, to be materially different from any results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements are based on numerous assumptions regarding the present and future business strategies of such persons and the environment in which each will operate in the future. Investors should not place undue reliance on such forward-looking statements and, save as is required by law or regulation (including to meet the requirements of the AIM Rules, the Prospectus Rules and/or the FSMA), Ceres Power Holdings plc does not undertake any obligation to update publicly or revise any forward-looking statements (including to reflect any change in expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based). All subsequent oral or written forward-looking statements attributed to Ceres Power Holdings plc or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. All forward-looking statements contained in this announcement are based on information available to the Directors of Ceres Power Holdings plc at the date of this announcement, unless some other time is specified in relation to them, and the posting or receipt of this announcement shall not give rise to any implication that there has been no change in the facts set forth herein since such date.