⌘K
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7 August 2025
AFC Energy plc
("AFC Energy", the "Group" or the "Company")
General Meeting Results and Director/PDMR Shareholding
AFC Energy plc (AIM: AFC), a leading provider of hydrogen power generation technologies, announces that at its General Meeting held earlier today, all resolutions put to shareholders were duly passed by the necessary majority.
General Meeting - proxy voting results
|
Res. No. |
Brief Description |
Votes for & Discretion |
% |
Votes against |
% |
Total votes (ex. Withheld) |
Votes withheld |
|
Ordinary Resolutions |
|||||||
|
1. |
Authority to allot shares for Conditional Placing and the RetailBook Offer
|
145,191,111
|
97.74
|
3,358,787
|
2.26
|
148,549,898
|
401,990
|
|
2. |
Authority to allot shares for general purposes
|
145,451,014
|
97.91
|
3,103,894
|
2.09
|
148,554,908
|
396,980
|
|
Special Resolution |
|||||||
|
3. |
Conditional on passing of ordinary resolution 1, disapplication of pre-emption rights
|
145,466,348
|
97.90
|
3,121,587
|
2.10
|
148,587,935
|
363,953
|
|
4. |
Conditional on passing of ordinary resolution 2, disapplication of pre-emption rights |
145,562,224
|
98.07
|
2,862,014
|
1.93
|
148,424,238
|
527,650
|
Settlement and Admission
An application has been made to the London Stock Exchange for 44,729,253 RetailBook Offer Shares and 144,455,321 Conditional Placing Shares to be admitted to trading on AIM ("Second Admission"). It is expected that Second Admission will take place at 8.00 a.m. on or around 8 August 2025 and that dealings on AIM will commence at the same time. When issued, the RetailBook Offer Shares and Conditional Placing Shares will be credited as fully paid and will rank pari passu in all respects with the existing ordinary shares of £0.001 each in the capital of the Company.
Total Voting Rights
Following Second Admission, the Company's enlarged issued ordinary share capital will be 1,131,502,399 ordinary shares, with no shares held in treasury. This figure may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.
Unless otherwise defined, definitions contained in this Announcement have the same meaning as set out in the announcement made by the Company on 16 July 2025 regarding the launch of the Placing (the "Launch Announcement").
Related party transaction and director/PDMR Shareholding
The Company confirms that pursuant to the RetailBook Offer, today the following individuals purchased ordinary shares of 0.1 pence each in the Company ("Ordinary Shares") at a price of 10 pence, as detailed below:
|
Name |
Number of Ordinary Shares |
|
Elaine Sullivan, spouse of Gary Bullard (Non-Executive Chairman) |
400,000 |
|
John Wilson (Chief Executive Officer) |
73,970 |
|
Sophie Wilson (spouse of John Wilson, CEO) |
199,300 |
|
Minor child of John Wilson, CEO |
105,000 |
As the individuals above are considered to be "related parties" as defined under the AIM Rules, their participation in the RetailBook Offer constitutes a related party transaction for the purposes of Rule 13 of the AIM Rules.
As such, Duncan Neale and Gerry Agnew, who are not participating in the RetailBook Offer and are therefore considered to be independent for the purposes of the RetailBook Offer consider, having consulted with the Company's Nominated Adviser, Peel Hunt, that the terms of the above transactions are fair and reasonable insofar as the Company's Shareholders are concerned.Following the above transactions:
(i) Gary Bullard is now interested in 5,605,000 Ordinary Shares in the capital of the Company, representing 0.50% of the Company's issued share capital; and
(ii) John Wilson is now interested in 6,071,267.00 Ordinary Shares in the capital of the Company, representing 0.54% of the Company's issued share capital.
The following notification, made pursuant to Article 19(3) of the Market Abuse Regulation, provides further details:
|
1
|
Details of the person discharging managerial responsibilities / person closely associate |
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|
a)
|
Name
|
Elaine Sullivan |
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|
2
|
Reason for the notification
|
|||||||
|
a)
|
Position/status
|
Person Closely Associated with the Company's Non-Executive Chairman
|
||||||
|
b)
|
Initial notification /Amendment |
Initial notification |
||||||
|
3
|
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
|
|||||||
|
a)
|
Name
|
AFC Energy Plc |
||||||
|
b)
|
LEI
|
213800SRJST19GNS9U35 |
||||||
|
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
|
Ordinary Shares of 0.1 pence each in the Company |
||||||
|
Identification code |
ISIN: GB00B18S7B29 |
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|
|
|
|||||||
|
b)
|
Nature of the transaction
|
Purchase of Ordinary Shares
|
||||||
|
c) |
Price(s) and volume(s) |
|
||||||
|
d) |
Aggregated Information
Volume
Price |
Volume: 400,000 ordinary shares
Price: as set out above |
||||||
|
e) |
Date of transaction |
7 August 2025 |
||||||
|
f) |
Place of transaction |
London Stock Exchange, AIM |
||||||
|
1
|
Details of the person discharging managerial responsibilities / person closely associate |
|||||||
|
a)
|
Name
|
John Wilson |
||||||
|
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
|
AFC Energy Plc |
||||||
|
b)
|
LEI
|
213800SRJST19GNS9U35 |
||||||
|
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
|
Ordinary Shares of 0.1 pence each in the Company |
||||||
|
Identification code |
ISIN: GB00B18S7B29 |
|||||||
|
|
|
|||||||
|
b)
|
Nature of the transaction
|
Purchase of Ordinary Shares
|
||||||
|
c) |
Price(s) and volume(s) |
|
||||||
|
d) |
Aggregated Information
Volume
Price |
Volume: 73,970 ordinary shares
Price: as set out above |
||||||
|
e) |
Date of transaction |
7 August 2025 |
||||||
|
f) |
Place of transaction |
London Stock Exchange, AIM |
||||||
|
1
|
Details of the person discharging managerial responsibilities / person closely associate |
|||||||
|
a)
|
Name
|
Sophie Wilson |
||||||
|
2
|
Reason for the notification
|
|||||||
|
a)
|
Position/status
|
Person Closely Associated with the Company's 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
|
AFC Energy Plc |
||||||
|
b)
|
LEI
|
213800SRJST19GNS9U35 |
||||||
|
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
|
Ordinary Shares of 0.1 pence each in the Company |
||||||
|
Identification code |
ISIN: GB00B18S7B29 |
|||||||
|
|
|
|||||||
|
b)
|
Nature of the transaction
|
Purchase of Ordinary Shares
|
||||||
|
c) |
Price(s) and volume(s) |
|
||||||
|
d) |
Aggregated Information
Volume
Price |
Volume: 304,617 ordinary shares
Price: as set out above |
||||||
|
e) |
Date of transaction |
7 August 2025 |
||||||
|
f) |
Place of transaction |
London Stock Exchange, AIM |
||||||
|
1
|
Details of the person discharging managerial responsibilities / person closely associate |
|||||||
|
a)
|
Name
|
Minor child of John Wilson |
||||||
|
2
|
Reason for the notification
|
|||||||
|
a)
|
Position/status
|
Person Closely Associated with the Company's 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
|
AFC Energy Plc |
||||||
|
b)
|
LEI
|
213800SRJST19GNS9U35 |
||||||
|
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
|
Ordinary Shares of 0.1 pence each in the Company |
||||||
|
Identification code |
ISIN: GB00B18S7B29 |
|||||||
|
|
|
|||||||
|
b)
|
Nature of the transaction
|
Purchase of Ordinary Shares
|
||||||
|
c) |
Price(s) and volume(s) |
|
||||||
|
d) |
Aggregated Information
Volume
Price |
Volume: 105,000 ordinary shares
Price: as set out above |
||||||
|
e) |
Date of transaction |
7 August 2025 |
||||||
|
f) |
Place of transaction |
London Stock Exchange, AIM |
||||||
|
For further information, please contact:
About AFC Energy
AFC Energy plc is a leading provider of hydrogen energy solutions, to provide clean electricity for on and off grid power applications. The Company's fuel cell technology is now deployable as electric vehicle chargers, off-grid decentralised power systems for construction and temporary power with emerging opportunities across maritime, data centres and rail as part of a portfolio approach to the decarbonisation of society's growing electrification needs.
The Company's proprietary ammonia cracking technology further highlights emerging opportunities across the distributed hydrogen production market with a focus on hydrogen's role in supporting industries facing challenges in decarbonisation, such as mining, cement and heavy engineering.
|
|
On 7 August 2025, AFC Energy plc shareholders passed all resolutions at a General Meeting, with 'for' votes exceeding 97% for each, including authorities to allot shares and disapply pre-emption rights. An application was made for 44,729,253 RetailBook Offer Shares and 144,455,321 Conditional Placing Shares to be admitted to AIM on or around 8 August 2025, which will result in the company's enlarged issued ordinary share capital totalling 1,131,502,399 shares. Additionally, on 7 August 2025, Elaine Sullivan, John Wilson, Sophie Wilson, and a minor child of John Wilson purchased a total of 778,270 ordinary shares at 10 pence each, resulting in Gary Bullard holding 0.50% and John Wilson holding 0.54% of the issued share capital.
| Date | 7 Aug 2025 |
| Time | 10:31:05 |
| Category | Director/PDMR dealings |
| ID | 4050U |