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Proton Motor Power Systems plc issued 37,176,473 new Ordinary Shares at 5.50 pence each on 28 November 2023. Of these, 847,000 shares were issued under employee schemes, including 200,000 to directors Sebastian Goldner and Roman Kotlarzewski. Additionally, 36,329,473 shares were issued to Mr. Falih Nahab, satisfying approximately £1,998,121 of accrued loan interest for the six months ended 30 June 2023. Application has been made for these shares to be admitted to AIM around 1 December 2023, resulting in a total issued share capital of 1,591,097,645 Ordinary Shares.
| Date | 28 Nov 2023 |
| Time | 07:00:09 |
| Category | Capital structure |
| ID | 8223U |
28 November 2023
Proton Motor Power Systems plc
("Proton" or the "Company")
Issue of Equity, Director dealings and Key Person Stock award scheme
Proton Motor Power Systems plc (AIM: PPS), the designer, developer and producer of fuel cells and fuel cell electric hybrid systems with a zero-carbon footprint, announces the issue of new ordinary shares of 0.5 pence each in the capital of the Company ("Ordinary Shares") pursuant to the Company's share schemes and in satisfaction of accrued loan interest. In total, 37,176,473 new Ordinary Shares have been issued at an issue price of 5.50 pence (the "Issue Price"), being the closing mid-market price of an Ordinary Share on 27 November 2023.
847,000 new Ordinary Shares have been issued pursuant to the Company's Key Person Stock Award and Employee share purchase schemes (the "Scheme Shares") at the Issue Price. Eligible employees and Directors were invited to subscribe for Scheme Shares at the Issue Price pursuant to the Company's share schemes, of which a number elected to participate. 200,000 of the Scheme Shares have been issued to directors of the Company, as detailed in the table below.
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Resulting holding |
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Director |
Scheme Shares |
Ordinary Shares held |
As a percentage of the enlarged share capital |
Options held |
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Sebastian Goldner |
100,000 |
410,000 |
0.026% |
389,250 |
|
Roman Kotlarzewski |
100,000 |
550,000 |
0.035% |
500,000 |
In addition, 36,329,473 new Ordinary Shares (the "Interest Shares") have today been issued to Mr. Falih Nahab pursuant to the loan facility with Mr. Falih Nahab, details of which were most recently announced by the Company on 20 June 2023 (the "Falih Nahab Facility"). The Interest Shares have been issued in lieu of cash in satisfaction of approximately £1,998,121 of interest accrued under the Falih Nahab Facility for the six months ended 30 June 2023. As announced on 20 June 2023, it was envisaged that the Interest shares would be issued once or twice yearly in February and/or July of each year, however the Company was not able to issue the Interest Shares in July 2023 due to being in a closed period at the time. As the Company is no longer in a closed period, the Company now considers it appropriate to issue the Interest Shares in accordance with the terms of the Falih Nahab Facility.
Application for admission to trading and total voting rights
Application has been made for a total of 37,176,473 new Ordinary Shares to be admitted to trading on AIM, which is expected to take effect on or around 1 December 2023 ("Admission").
Following Admission, the Company's issued share capital will comprise 1,591,097,645 Ordinary Shares. The Company does not hold any Ordinary Shares 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 to their interest in, the share capital of the Company under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.
Holdings in Company
On Admission, Mr. Falih Nahab will hold 417,357,889 Ordinary Shares, representing 26.23% of the enlarged issued share capital. Falih Nahab is also a 28% shareholder in SFN Cleantech Investment Limited, which holds a further 895,700,056 Ordinary Shares, representing 56.29% of the enlarged issued share capital following Admission.
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them:
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1. |
Details of the person discharging managerial responsibilities / person closely associated |
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a) |
Name |
Sebastian Goldner |
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2. |
Reason for the Notification |
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a) |
Position/status |
Chief Technical and Operations Officer |
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b) |
Initial notification/Amendment |
Initial Notification |
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3. |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
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a) |
Name |
Proton Motor Power Systems Plc |
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b) |
LEI |
213800TRXTSRGG8J2P59 |
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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 |
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a) |
Description of the Financial instrument, type of instrument |
Ordinary shares of GBP 0.005
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Identification code |
ISIN: GB00BP83GZ24 |
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b) |
Nature of the transaction |
Key Person Stock Award scheme |
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c) |
Price(s) and volume(s) |
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d) |
Aggregated information: |
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- Aggregated volume |
100,000 |
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- Price |
5.50 |
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e) |
Date of the transaction |
27 November 2023 |
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f) |
Place of the transaction |
Outside a trading venue |
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2. |
Details of the person discharging managerial responsibilities / person closely associated |
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a) |
Name |
Roman Kotlarzewski |
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2. |
Reason for the Notification |
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a) |
Position/status |
Group Finance Director |
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b) |
Initial notification/Amendment |
Initial Notification |
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3. |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
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a) |
Name |
Proton Motor Power Systems Plc |
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b) |
LEI |
213800TRXTSRGG8J2P59 |
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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 |
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a) |
Description of the Financial instrument, type of instrument |
Ordinary shares of GBP0.005
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Identification code |
ISIN: GB00BP83GZ24 |
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b) |
Nature of the transaction |
Key Person Stock Award scheme |
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c) |
Price(s) and volume(s) |
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d) |
Aggregated information: |
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- Aggregated volume |
100,000 |
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- Price |
5.50 |
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e) |
Date of the transaction |
27 November 2023 |
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f) |
Place of the transaction |
Outside a trading venue |
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For further information:
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Proton Motor Power Systems Plc |
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Dr Faiz Nahab, CEO |
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Roman Kotlarzewski, CFO |
+49 (0) 173 189 0923 |
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Investor relations: |
www.protonpowersystems.com |
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Allenby Capital Limited |
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Nominated Adviser & Broker |
+44 (0) 20 3328 5656 |
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James Reeve / Vivek Bhardwaj |
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Celicourt Communications |
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PR Adviser |
+44 (0) 20 7770 6424 |
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Mark Antelme / Philip Dennis
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About Proton Motor Fuel Cell GmbH
Proton Motor has more than 20 years of experience in Power Solutions using CleanTech technologies such as hydrogen fuel cells, fuel cell and hybrid systems with a zero carbon footprint. Based in Puchheim near Munich, Proton Motor offers complete fuel cell and hybrid systems from a single source - from the development and production through the implementation of customized solutions. The focus of Proton Motor is on back-to-base, for example, for mobile, marine and stationary solutions applications. The product portfolio consists of base-fuel cell systems, standard complete systems, as well as customized systems.
Proton Motor Fuel Cell GmbH is a wholly owned subsidiary of Proton Motor Power Systems plc. The Company has been quoted on the AIM market of the London Stock Exchange since October 2006 (code: PPS).