AGM Information • Sep 26, 2022
AGM Information
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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the action you should take, you are recommended to seek your own financial advice immediately from an independent financial adviser who is authorised under the Financial Services and Markets Act 2000 (as amended) ("FSMA") if you are in the United Kingdom, or from another appropriately authorised independent financial adviser if you are in a territory outside the United Kingdom.
If you have sold or otherwise transferred all of your Ordinary Shares please pass this document together with the Form of Proxy to the purchaser or transferee, or to the person who arranged the sale or transfer so they can pass these documents to the person who now holds the Ordinary Shares. However, those documents should not be forwarded to or sent into the United States, Canada, Australia, the Republic of South Africa or Japan. Any person (including, without limitation, custodians, nominees and trustees) who may have a contractual or legal obligation or may otherwise intend to forward this document to any jurisdiction outside the UK should seek appropriate advice before taking any action.
This document is not an offer of securities, or the solicitation of an offer to acquire securities, in any jurisdiction nor does it constitute a prospectus or equivalent document. This document is provided solely for the information of shareholders in connection with the General Meeting and not for any other purpose.
(Incorporated in England and Wales with registered number 13340859 and registered as an investment company under section 833 of the Companies Act 2006)
This document should be read in conjunction with the Form of Proxy and the Notice of General Meeting set out at the end of this document. Your attention is drawn to the letter from the Chair of the Company set out at Part 2 of this document containing a recommendation from the Board that you should vote in favour of the Resolutions to be proposed at the General Meeting.
Notice of the General Meeting to be held at the offices of Gowling WLG (UK) LLP at 4 More London Riverside, London SE1 2AU at 11.00 a.m. on 19 October 2022 is set out at Part 4 of this document. The accompanying Form of Proxy for use at the General Meeting should be completed in accordance with the instructions printed thereon and returned to the Company's registrar, Computershare Investor Services PLC, by post to Computershare, Corporate Actions Projects, Bristol, BS99 6AH or by hand to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS13 8AE as soon as possible but by no later than 11.00 a.m. on 17 October 2022. Alternatively where shareholders are CREST members, they can submit a CREST Proxy Instruction. Further details are given in the 'Notes' to the Notice of General Meeting. Unless the Form of Proxy or CREST Proxy Instruction is received by 11.00 a.m. on 17 October 2022, it will be invalid.
The distribution of this document, together with accompanying documents, into jurisdictions other than the United Kingdom may be restricted by law. Persons into whose possession such documents come should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdiction.
This document is not a prospectus and is not an offer to sell or a solicitation of any offer to buy any securities in the United States or in any other jurisdiction. The Shares have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "US Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States. The Shares to be issued by the Company may not be offered, or sold, exercised, resold, transferred or delivered, directly in or into the United States unless registered under the US Securities Act or offered in a transaction exempt from or not subject to the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offer of the Shares in the United States. The Company has not been, and will not be, registered under the U.S. Investment Company Act of 1940, as amended.
| PART 1 | EXPECTED TIMETABLE | 3 |
|---|---|---|
| PART 2 | LETTER FROM THE CHAIR | 4 |
| PART 3 | DEFINITIONS | 9 |
| PART 4 | NOTICE OF GENERAL MEETING | 12 |
Date of this document 26 September 2022
Latest time and date for receipt of Forms of Proxy 11.00 a.m. on 17 October 2022
General Meeting 11.00 a.m. on 19 October 2022
The times and dates set out in the expected timetable above and mentioned throughout this document may, in certain circumstances, be adjusted by the Company, in which event details of the new times and dates will be notified by means of an announcement through a Regulatory Information Service.
References to time in this document are to London time.
(Incorporated in England and Wales with registered number 13340859 and registered as an investment company under section 833 of the Companies Act 2006)
Simon Hogan (Chair) 6th Floor David Bucknall 125 London Wall Abigail Rotheroe London
Directors: Registered Office:
Afkenel Schipstra EC2Y 5AS 26 September 2022
To Shareholders
Dear Sir or Madam
The Company has today announced the implementation of a Share Issuance Programme in order to provide the Company with the ability to issue Shares over a period of time. The Share Issuance Programme is intended to satisfy market demand for Shares and to raise money to increase the size of the Company and invest in accordance with the Company's investment objective and investment policy. The proposals comprise the ability to issue up to 500 million Ordinary Shares and/or C Shares in aggregate on a non-pre-emptive basis pursuant to a share issuance programme (the "Share Issuance Programme") that will extend for up to approximately 12 months from the date of issue of the Prospectus (further details are set out below) (the "Proposals").
The purpose of this Circular is to give Shareholders details of the General Meeting being convened at which the Resolutions will be proposed as well as the background to, and the benefits of, the Proposals and the reasons why the Board is recommending that you vote in favour of the Resolutions at the General Meeting.
As at 22 September 2022 (the latest practicable date prior to the publication of this Circular), the Company's portfolio comprises (i) nine Private Hydrogen Assets with an aggregate investment value of £101.4 million; (ii) £3.8 million of Listed Hydrogen Assets; and (iii) £20.5 million in cash held in the Liquidity Reserve.1
The Investment Adviser has identified 67 Hydrogen Assets comprising the Pipeline which includes a potential investment value for the Company in excess of £500 million including 33 Private Hydrogen Assets, comprising:
• 19 Private Hydrogen Assets, being hydrogen operational companies in supply chains and developer businesses, with an aggregate market value of c.£1.2 billion and potential
1 Estimated unaudited NAV as at 22 September 2022.
investment value for the Company in excess of £200 million. The majority of these are under non-disclosure agreements and in some cases the Company has exclusivity; and
• 14 Private Hydrogen Assets, being hydrogen supply projects, twelve of which under exclusivity to the Company, with an estimated aggregate value of c.£2.8 billion and potential investment value for the Company in excess of £300 million.
In addition, the Investment Adviser has identified an Investible Universe of 34 Listed Hydrogen Assets, all of which are comprised in the Pipeline, with an aggregate market value of £24 billion.
In a number of cases, the Investment Adviser has begun detailed due diligence, has non-disclosure agreements and exclusivity agreements in place and/or has made indicative non-binding offers of investment.
The Directors intend to use the net proceeds of any Issue to purchase investments which are consistent with the Company's investment objective and investment policy.
The potential investments comprised in the Pipeline include transactions at various stages of consideration. The number and value of potential investments comprised in the Pipeline fluctuates and the Hydrogen Assets and potential investments in Hydrogen Assets under consideration during the Share Issuance Programme may be different than that under consideration at the date of this Circular. There is no certainty that any of the potential investments in the Pipeline as at the date of this Circular will be completed or will be invested in by the Group.
On 12 April 2022, the Company issued 21,469,999 Ordinary Shares at 100 pence per Ordinary Share pursuant to a placing. This placing of Ordinary Shares represented 20 per cent. of the Company's issued share capital.
The Directors are cognisant of the need to comply with the requisite provisions of the Prospectus Regulation when issuing Shares and, more particularly, the rolling requirement that the Company should not issue more than 20 per cent. of its share capital during any preceding twelve-month period without having published a prospectus.
The Investment Adviser continuously assesses market conditions and investment opportunities and, accordingly, the Prospectus is being published in order to 'reset' the Company's 20 per cent. capacity to issue further Shares by way of the Share Issuance Programme afforded under the Prospectus Regulation and allow the Company to undertake fundraisings by way of the Share Issuance Programme in an expeditious and straightforward manner to take advantage of investments as they arise.
Therefore, in order to take advantage of the opportunities set out above, the Board is implementing a Share Issuance Programme under the terms of which the Company would have the ability to issue, in aggregate, up to 500 million Shares on a non-pre-emptive basis.
Each allotment and issue of Shares pursuant to an issue of Shares under the Share Issuance Programme is conditional upon, inter alia, the passing of Resolutions 1 and 2 at the General Meeting (if more than 10,735,000 Ordinary Shares are to be issued pursuant to the Share Issuance Programme), notice of which is set out at the end of this document. The Share Issuance Programme opened on 26 September 2022 and will close on 25 September 2023 (or any earlier date on which it is fully subscribed, or otherwise at the discretion of the Directors).
Each Issue may comprise a placing, an open offer, an offer for subscription and/or an intermediaries offer.
The Share Issuance Programme is flexible and may have a number of closing dates in order to provide the Company with the ability to issue Shares over a period of time. The Share Issuance Programme is intended to satisfy market demand for Shares and to raise money to increase the size of the Company and invest in accordance with the Company's investment policy.
The Board may, if deemed appropriate, issue C Shares, rather than Ordinary Shares, in circumstances where there is substantial investor demand such that an issue of Ordinary Shares would have the potential to exert "cash drag" on the performance of the existing Ordinary Shares. The assets representing the net proceeds of an issue of C Shares would be accounted for as a separate pool, and the C Shares would bear a proportionate share of the Company's costs and expenses, until such pool is substantially invested in accordance with the Company's investment policy but not later than 12 months after the allotment of that tranche of C Shares, following which the C Shares would be converted into Ordinary Shares based on the respective Net Asset Value per Ordinary Share and the Net Asset Value per C Share.
The allotment of Shares under the Share Issuance Programme is at the discretion of the Directors (in consultation with Panmure Gordon). Allotments may take place at any time prior to the final closing date of 25 September 2023 (or any earlier date on which it is fully subscribed). The size and frequency of each Issue, and of each placing, open offer, offer for subscription and intermediary offer component of each Issue, will be determined in the sole discretion of the Company in consultation with Panmure Gordon. In relation to each Issue, which includes either an offer for subscription, an open offer and/or an intermediary offer component, a new securities note (a "Future Securities Note") and a new summary (a "Future Summary") will be published. An announcement of each Issue under the Share Issuance Programme will be released through a Regulatory Information Service, including details of the type of Share (Ordinary Share or C Share), number of Shares to be allotted and the method for calculation of the relevant Share Issuance Programme Price for the allotment.
The Directors believe that the issue of Shares pursuant to the Share Issuance Programme should yield the following principal benefits:
The Listing Rules, require that, unless authorised by Shareholders, the Company may not issue further Ordinary Shares for cash at a price below the prevailing Net Asset Value per Ordinary Share unless they are first offered pro rata to existing Shareholders. The minimum price at which Ordinary Shares will be issued pursuant to the Share Issuance Programme will be calculated by reference to the applicable Net Asset Value per Ordinary Share together with a premium intended to cover the costs and expenses of the relevant Issue (including, without limitation, any placing commissions). Fractions of Ordinary Shares will not be issued.
The issue price of any C Shares issued pursuant to the Share Issuance Programme will be 100 pence per C Share.
The Share Issuance Programme Price will be announced through a Regulatory Information Service as soon as practicable in conjunction with each Subsequent Issue.
The Company is required to publish a prospectus in connection with the Proposals and did so earlier today. The Prospectus is available on the Company's website (https://www.hydrogenonecapitalgrowth.com) and the National Storage Mechanism of the FCA at https://data.fca.org.uk/a/nsm/nationalstoragemechanism.
As part of the Proposals, the Board has taken the opportunity to make non-material amendments and clarify in the Prospectus several aspects of the Company's investment policy, as follows:
The updated investment policy is set out in full in the Prospectus Summary and Registration Document.
Having made these non-material amendments, the Company is now consulting with Shareholders as to whether it would be appropriate to change the frequency that it publishes its unaudited Net Asset Value and Net Asset Value per Ordinary Share and a further announcement will be made following the consultation.
In order to seek the Shareholder approvals required to implement the Proposals, the Board is convening the General Meeting. The Notice of General Meeting, to be held at 11.00 a.m. on 19 October 2022 at the offices of Gowling WLG (UK) LLP at 4 More London Riverside, London SE1 2AU in connection with the Proposals, is set out at Part 4 of this document.
At the General Meeting, the following Resolutions will be proposed:
In order to be passed, the Resolutions to be proposed at the General Meeting will require, in the case of Resolution 1, which is to be proposed as an ordinary resolution, the approval of Shareholders representing more than 50% of the votes cast at the General Meeting. In the case of Resolution 2, which is to be proposed as a special resolution, the approval of Shareholders representing at least 75% of the votes cast at the General Meeting is required to carry the resolution.
The Articles provide that at the General Meeting each Shareholder present in person or by proxy or who (being a corporation) is present by a representative shall on a show of hands have one vote and on a poll shall have one vote for each Share of which he is a holder.
The quorum for the General Meeting is two persons entitled to attend and to vote, each being a Shareholder or a proxy of a Shareholder or a duly authorised representative of a corporation which is a Shareholder. In the event that the General Meeting is adjourned and the above-mentioned quorum is not present, the quorum at such adjourned General Meeting is one.
The formal notice convening the General Meeting is set out at Part 4 of this document.
A Form of Proxy for use at the General Meeting is enclosed with this document. You are requested to complete the Form of Proxy and to return it to the Company's registrar by post to, Computershare, Corporate Actions Projects, Bristol, BS99 6AH or by hand to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS13 8AE so as to arrive not later than 11.00 a.m. on 17 October 2022. Unless the Form of Proxy is received by this date and time, it will be invalid.
Shareholders who hold their Ordinary Shares via a platform or share plan provider (for example Hargreaves Lansdown, Interactive Investor or AJ Bell) and would like to vote at the General Meeting should contact their platform or share plan provider directly to make arrangements. Further details of how to vote if you hold your Ordinary Shares via a platform or share plan provider are available at https://www.theaic.co.uk/shareholder-voting-consumer-platforms.
CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for the General Meeting and any adjournment(s) thereof by utilising the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed (a) voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear's specifications and must contain the information required for such instructions, as described in the CREST Manual. The message must be transmitted so as to be received by Computershare Investor Services PLC (ID 3RA50), by 11.00 a.m. on 17 October 2022. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which Computershare Investor Services PLC is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST.
Shareholders are requested to complete and return a Form of Proxy or CREST Proxy Instruction (as applicable) whether or not they wish to attend the General Meeting. The return of a Form of Proxy or the submission of a CREST Proxy Instruction will not prevent Shareholders from attending the General Meeting or any adjournment thereof, and voting in person should they so wish.
The Directors consider the Resolutions to be proposed at the General Meeting to be in the best interests of the Company and the shareholders as a whole. Consequently, the Directors unanimously recommend that you vote in favour of the Resolutions, as they intend to do in respect of their own beneficial interests amounting, in aggregate, to 60,100 Ordinary Shares (representing 0.047% of the Ordinary Shares).
Yours faithfully
The following definitions apply throughout this document unless the context otherwise requires.
| Act or Companies Act | the UK Companies Act 2006 and any statutory modification or re-enactment thereof for the time being in force |
|---|---|
| Admission | admission of any Shares issued pursuant to any Issue under the Share Issuance Programme to the premium listing segment of the Official List and admission of such Shares to trading on the main market for listed securities of the London Stock Exchange |
| Board | the board of Directors of the Company or any duly constituted committee thereof |
| C Share | C shares of £0.10 each in the capital of the Company and "C Shares" shall be construed accordingly |
| Company | HydrogenOne Capital Growth plc |
| Company Secretary | Sanne Fund Services (UK) Limited |
| CREST | the relevant systems for the paperless settlement of trades in securities and the holding of uncertificated securities operated by Euroclear in accordance with the CREST Regulations |
| CREST Proxy Instruction | the appropriate CREST message, the completion and transmission of which allows holders of shares in uncertificated form (that is, in CREST) to appoint a proxy |
| CREST Regulations | the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755), including (i) any enactment or subordinate legislation which amends or supersedes those regulations and (ii) any applicable rules made under those regulations for the time being in force |
| CTA 2010 | Corporation Tax Act 2010 and any statutory modification or re enactment thereof for the time being in force |
| Directors | the directors from time to time of the Company and "Director" is to be construed accordingly |
| Euroclear | Euroclear UK & International Limited, being the operator of CREST |
| FATCA | the U.S. Foreign Account Tax Compliance Act of 2010, as amended from time to time |
| FCA | the Financial Conduct Authority or any successor authority |
| Form of Proxy | the form of proxy for use by shareholders in connection with the General Meeting |
| FSMA | the Financial Services and Markets Act 2000 and any statutory modification or re-enactment thereof for the time being in force |
| Future Securities Note | a securities note to be issued in the future by the Company in respect of each issue, if any, of Shares (other than pursuant to a Placing-Only Issue under the Share Issuance Programme) pursuant to the Share Issuance Programme made pursuant to the Registration Document and subject to separate approval by the FCA |
| Future Summary | a summary to be issued in the future by the Company in respect of each issue, if any, of Shares (other than pursuant to a Placing-Only Issue under the Share Issuance Programme) pursuant to the Share Issuance Programme made pursuant to Registration Document and subject to separate approval by the FCA |
|---|---|
| General Meeting | the general meeting of the Company convened pursuant to the Notice of General Meeting set out at Part 4 of this document for 11.00 a.m. on 19 October 2022 or any adjournment or postponement thereof |
| Group | the Company and the other companies in its group for the purposes of Section 606 of CTA 2010 |
| Hydrogen Assets | has the meaning given to it in paragraph 2 of Part 2 of the Registration Document |
| Investment Adviser | HydrogenOne Capital LLP |
| Issue | any issue of Shares pursuant to the Share Issuance Programme |
| Listed Hydrogen Assets | has the meaning given to it in paragraph 2 of Part 2 of the Registration Document |
| Listing Rules | the listing rules made by the FCA under section 73A of FSMA, as amended from time to time |
| London Stock Exchange | London Stock Exchange plc |
| Main Market | the London Stock Exchange's main market for listed securities |
| Net Asset Value or NAV | the value, as at any date, of the assets of the Company after deduction of all liabilities determined in accordance with the accounting policies adopted by the Company from time-to-time |
| Net Asset Value per Ordinary Share |
at any time the Net Asset Value attributable to the Ordinary Shares divided by the number of Ordinary Shares in issue (other than Ordinary Shares held in treasury) at the date of calculation |
| Notice of General Meeting | the notice of General Meeting, set out at Part 4 of this document |
| Official List | the official list maintained by the FCA pursuant to Part VI of FSMA |
| Ordinary Shares | ordinary shares of £0.01 each in the capital of the Company and "Ordinary Share" shall be construed accordingly |
| Panmure Gordon | Panmure Gordon (UK) Limited |
| Placing-Only Issue | an issue under the Share Issuance Programme which comprises only a placing and does not include an offer for subscription, intermediaries offer or an open offer component |
| Pipeline | has the meaning given to it in paragraph 2 of Part 4 of the Registration Document |
| Private Hydrogen Assets | has the meaning given to it in paragraph 2 of Part 2 of the Registration Document |
| Proposals | has the meaning given to it in paragraph 1 of Part 2 of this document |
| Prospectus | (i) in relation to any Placing-Only Issues, together the Summary, the Registration Document and the Securities Note |
|---|---|
| (ii) in relation to any Issue (not being a Placing-Only Issue), together the Future Summary and Future Securities Note applicable to such Issue and the Registration Document |
|
| Record Date | 6.00 p.m. on 17 September 2022 |
| Registration Document | the registration document dated 26 September 2022 approved by the FCA and issued by the Company in respect of the Share Issuance Programme |
| Regulatory Information Service | a service authorised by the FCA to release regulatory announcements to the London Stock Exchange |
| Resolutions | the resolutions set out in the Notice of General Meeting |
| Securities Note | the securities note dated 26 September 2022 issued by the Company in respect of any Shares made available pursuant to any Placing-Only Issue and approved by the FCA |
| Shareholder or member | a holder of Shares |
| Share Issuance Programme | the programme under which the Company intends to issue Shares in tranches on the terms set out in the Summary and Securities Note (and any Future Summary and Future Securities Note) |
| Share Issuance Programme Price |
the price at which Shares will be issued pursuant to the Share Issuance Programme, as set out in the Securities Note |
| Shares | Ordinary Shares and/or C Shares (as the context requires) |
| Summary | the summary dated 26 September 2022 issued by the Company in respect of Shares made available pursuant to any Placing-Only Issue and approved by the FCA |
| United Kingdom or UK | the United Kingdom of Great Britain and Northern Ireland |
| United States of America or United States or U.S. |
the United States of America, its territories and possessions, |
(Incorporated in England and Wales with registered number 13340859 and registered as an investment company under section 833 of the Companies Act 2006)
Notice is hereby given that a general meeting ("General Meeting") of HydrogenOne Capital Growth plc (the "Company") will be held at the offices of Gowling WLG (UK) LLP at 4 More London Riverside, London SE1 2AU at 11.00 a.m. on 19 October 2022 for the purpose of considering and, if thought fit, passing the following resolutions which will be proposed, in the case of resolution 1, as an ordinary resolution, and, in the case of resolution 2, as a special resolution.
By order of the Board
Company Secretary
26 September 2022
Registered office: 6th Floor, 125 London Wall, London, EC2Y 5AS
limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his or her CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service provider(s) are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
Linkway Financial Printers Typeset & Printed in London (UK) 17393d
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