Clean Power Hydrogen Plc

Share Issue/Capital Change • Aug 28, 2025

National Storage Mechanism | Additional information

RNS Number : 1116X

Clean Power Hydrogen

28 August 2025

THIS ANNOUNCEMENT, INCLUDING THE APPENDIX AND 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, CANADA, JAPAN, AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND, ANY MEMBER STATE OF THE EEA  OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY NEW ORDINARY SHARES OF CPH2 IN THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND, ANY MEMBER STATE OF THE EEA OR ANY OTHER JURISDICTION IN WHICH SUCH OFFER WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN ARTICLE 7 OF THE MARKET ABUSE REGULATION EU NO. 596/2014, AS RETAINED AND APPLICABLE IN THE UK PURSUANT TO SECTION 3 OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

28 August 2025                                                                                           

Clean Power Hydrogen plc

("CPH2", the "Company" or the "Group")

Result of Placing and Subscription

CPH2, the UK-based green hydrogen technology and manufacturing company that has developed the IP-protected Membrane-Free Electrolyser ("MFE"), is pleased to announce that, further to the Company's announcement released at 7.00 a.m. on 28 August 2025 (the "Launch Announcement"), the accelerated bookbuild has closed and the Company has conditionally raised gross proceeds of approximately £7.0 million through the successful placing of, and subscription for, a total of 140,033,580 New Shares, in each case at the Issue Price of 5 pence per Ordinary Share.

Capitalised terms used in this announcement (the "Announcement") have the meanings given to them in the Launch Announcement, unless the context provides otherwise.

Cavendish Capital Markets Limited ("Cavendish") acted as nominated adviser, broker and bookrunner in respect of the Placing.

The Placing Shares and Subscription Shares represent, in aggregate, 39.5 per cent. of the Company's Existing Ordinary Shares.

The Placing and the issue of the New Shares are conditional upon, amongst other things:

·    the passing of the Resolutions without amendment to be proposed at the General Meeting; and

·    the Placing Agreement having become unconditional (save for Admission) and not having been terminated in accordance with its terms prior to First Admission and/or Second Admission, as appropriate).

Director Participation

A total of 1,140,000 Subscription Shares are being issued to Directors of the Company and its subsidiaries and current and former members of the management team. The following Directors and persons discharging managerial responsibilities of the Company have participated in the Subscription:

Name of Director / PDMR	Number of new Ordinary Shares acquired	Total Ordinary Shares following the Fundraising	Total interest in the enlarged issued share capital1,2
Chris Train	200,000	381,817	0.08
Jon Duffy	200,000	8,823,084	1.77
James Hobson	100,000	161,666	0.03
Natalie Fortescue	100,000	151,666	0.03
Richard Scott	500,000	500,000	0.10
1.     Assuming full take up of the Retail Offer 2.     On the assumption that no new Ordinary Shares are issued pursuant to the exercise of any employee share incentives or options between the date of this Announcement and Admission.

Rick Smith, Non-Executive Director, has also confirmed his intention to subscribe for 100,000 New Shares pursuant to the Retail Offer. A further announcement will be made in due course.

Admission & Total Voting Rights

Applications will be made to the London Stock Exchange for each admission of the New Shares to trading on AIM.

Subject to the Resolutions being passed at the General Meeting, it is expected that:

•           admission of the EIS/VCT Shares will take place at 8.00 a.m. on 19 September 2025 ("First Admission"); and

•           admission of the Non-EIS/VCT Shares will take place at 8.00 a.m. on 22 September 2025 ("Second Admission").

The New Shares, when issued, will be issued and credited as fully paid and will rank in full for all dividends and other distributions declared, made or paid after the admission of those Ordinary Shares and will otherwise rank on each Admission pari passu in all respects with each other and with the existing Ordinary Shares in the capital of the Company (the "Existing Ordinary Shares") including the right to receive all dividends and other distributions declared, made or paid in respect of such New Shares after the date of their admission to trading on AIM.

The Enlarged Issued Share Capital, as increased by the New Shares, immediately following Second Admission (assuming full take up under the Retail Offer and excluding any issues of shares pursuant to the exercise of any employee share incentives or options between the date of this Announcement and Admission) will be 500,457,768 Ordinary Shares.

Posting of Circular and General Meeting

The Fundraising is conditional on obtaining approval of the Shareholders at a General Meeting of the Company, expected to held at the offices of K&L Gates, One New Change, London EC4M 9AF at 11:00 a.m. on 18 September 2025. A Circular containing a notice of General Meeting will be published shortly and notified to Shareholders in due course. The Circular and notice of General Meeting, once published, will be made available on the Company's website at  www.cph2.com .

Timetable

The expected timetable regarding the proposed Fundraising is set out below.

The times and dates set out below, and mentioned throughout this Announcement, are subject to change, and may be adjusted by the Company in consultation with Cavendish. The timetable below also assumes that the Resolutions are passed at the General Meeting without adjournment. In the event of any significant changes from the expected timetable below, details of the new times and dates will be notified to Shareholders by an announcement on a Regulatory Information Service.

Announcement of the Fundraising	28 August 2025
Posting of the Circular and the Notice of General Meeting	29 August 2025
Retail Offer opened	5:00 p.m. on 28 August 2025
Retail Offer closes	4:30 p.m. on 3 September 2025
Announcement of the results of the Retail Offer	4 September 2025
Latest time and date for receipt of Forms of Proxy or electronic proxy appointments for use at the General Meeting	11:00 a.m. on 16 September 2025
Voting record date	5.00 p.m. on 17 September 2025
General Meeting	11:00 a.m. (local time) on 18 September 2025
Announcement of the results of the General Meeting	18 September 2025
First Admission of the EIS/VCT Shares to trading on AIM and commencement of dealings	19 September 2025
CREST Members' accounts credited in respect of the EIS/VCT Shares in uncertificated form	19 September 2025
Second Admission of the Non-EIS/VCT Shares to trading on AIM and commencement of dealings	22 September 2025
CREST Members' accounts credited in respect of the Non-EIS/VCT Shares in uncertificated form	22 September 2025
Expected despatch of definitive share certificates for the following New Ordinary Shares in certificated form	within 10 business days of each Admission

Notes:

1. Each of the times and dates in the above timetable, and shown elsewhere in this document, are indicative only and if any of the details contained in the timetable above should change, the revised times and dates will be notified to Shareholders by means of an announcement through a Regulatory Information Service.

2. All of the above times refer to London time unless otherwise stated.

3. All events listed in the above timetable following the announcement of the results of the General Meeting are conditional on the passing of the Resolutions at the General Meeting.

Notice of Results

The Company will announce its interim results for the six months ended 30 June 2025 on 30 September 2025.

For more information, please contact:

Clean Power Hydrogen plc	via Camarco
Jon Duffy, Chief Executive Officer
James Hobson, Chief Financial Officer
Cavendish Capital Markets Limited - NOMAD & Broker
Neil McDonald	+44 (0)131 220 9771
Peter Lynch	+44 (0)131 220 9772
Adam Rae	+44 (0)131 220 9778
Camarco PR	+ 44(0) 20 3757 4980
Owen Roberts
Kirsty Duff

To find out more about CPH2, please visit: https://www.cph2.com

Overview of CPH2

CPH2 is the holding company of Clean Power Hydrogen Group Limited which has almost a decade of dedicated research and product development experience. This experience has resulted in the creation of simple, safe and sustainable technology which is designed to deliver a modular solution to the hydrogen production market in a cost-effective, scalable, reliable and long-lasting manner. The Group's strategic objective is to deliver the lowest Levelised Cost of Hydrogen ("LCOH") in the market in relation to the production of green hydrogen. CPH2 is quoted on the AIM market and trades under the ticker LON:CPH2.

1

Details of the person discharging managerial responsibilities

a)

Name

Jon Duffy

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

Clean Power Hydrogen plc

b)

LEI

9845009D2AB08E5BF491

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

a)

Description of the financial instrument, type of instrument

Identification code

Ordinary shares of 1 pence each

GB00BP371R64

b)

Nature of the transaction

Conditional agreement to subscribe for ordinary shares of 1 pence each

c)

Price(s) and volume(s)

Price(s)	Volume(s)
5p	200,000

d)

Aggregated information

-   Aggregated volume

-   Price

n/a

e)

Date of the transaction

28 August 2025

f)

Place of the transaction

London Stock Exchange, AIM

1

Details of the person discharging managerial responsibilities

a)

Name

Christopher Train

2

Reason for the notification

a)

Position/status

Chairman

b)

Initial notification/amendment

Initial notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

Clean Power Hydrogen plc

b)

LEI

9845009D2AB08E5BF491

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

a)

Description of the financial instrument, type of instrument

Identification code

Ordinary shares of 1 pence each

GB00BP371R64

b)

Nature of the transaction

Conditional agreement to subscribe for ordinary shares of 1 pence each

c)

Price(s) and volume(s)

Price(s)	Volume(s)
5 p	200,000

d)

Aggregated information

-   Aggregated volume

-   Price

n/a

e)

Date of the transaction

28 August 2025

f)

Place of the transaction

London Stock Exchange, AIM

1

Details of the person discharging managerial responsibilities

a)

Name

James Hobson

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

Clean Power Hydrogen plc

b)

LEI

9845009D2AB08E5BF491

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

a)

Description of the financial instrument, type of instrument

Identification code

Ordinary shares of 1 pence each

GB00BP371R64

b)

Nature of the transaction

Conditional agreement to subscribe for ordinary shares of 1 pence each

c)

Price(s) and volume(s)

Price(s)	Volume(s)
5 p	100,000

d)

Aggregated information

-   Aggregated volume

-   Price

n/a

e)

Date of the transaction

28 August 2025

f)

Place of the transaction

London Stock Exchange, AIM

1

Details of the person discharging managerial responsibilities

a)

Name

Natalie Fortescue

2

Reason for the notification

a)

Position/status

Non-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

Clean Power Hydrogen plc

b)

LEI

9845009D2AB08E5BF491

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

a)

Description of the financial instrument, type of instrument

Identification code

Ordinary shares of 1 pence each

GB00BP371R64

b)

Nature of the transaction

Conditional agreement to subscribe for ordinary shares of 1 pence each

c)

Price(s) and volume(s)

Price(s)	Volume(s)
5 p	100,000

d)

Aggregated information

-   Aggregated volume

-   Price

n/a

e)

Date of the transaction

28 August 2025

f)

Place of the transaction

London Stock Exchange, AIM

1

Details of the person discharging managerial responsibilities

a)

Name

Richard Scott

2

Reason for the notification

a)

Position/status

Chief Commercial Officer

b)

Initial notification/amendment

Initial notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

Clean Power Hydrogen plc

b)

LEI

9845009D2AB08E5BF491

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

a)

Description of the financial instrument, type of instrument

Identification code

Ordinary shares of 1 pence each

GB00BP371R64

b)

Nature of the transaction

Conditional agreement to subscribe for ordinary shares of 1 pence each

c)

Price(s) and volume(s)

Price(s)	Volume(s)
5p	500,000

d)

Aggregated information

-   Aggregated volume

-   Price

n/a

e)

Date of the transaction

28 August 2025

f)

Place of the transaction

London Stock Exchange, AIM

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