NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, JERSEY OR SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.
29 September 2017
ITM POWER PLC
TIMETABLE FOR PROPOSED PLACING OF NEW ORDINARY SHARES TO RAISE £25 MILLION AND PROPOSED OPEN OFFER TO RAISE UP TO £4.4 MILLION
Further to the announcement this morning by ITM Power plc (AIM: ITM) (ITM Power or the Company) in respect of the Company's proposed placing and open offer of new ordinary shares (the Initial Announcement), the expected timetable of principal events is as follows (and terms defined in the Initial Announcement shall apply throughout this announcement unless the context otherwise requires):
Record Date for entitlement to participate in the Open Offer |
5.00 p.m. on 27 September 2017 |
Announcement of the Firm Placing and the Open Offer |
29 September 2017 |
Dispatch of the Circular, the Form of Proxy and, to certain Qualifying Non-CREST Shareholders, the Application Form |
2 October 2017 |
Expected ex-entitlement date for the Open Offer |
8.00 a.m. on 2 October 2017 |
Basic Entitlements and Excess CREST Open Offer Entitlements credited to CREST stock accounts of Qualifying CREST Shareholders |
3 October 2017 |
Recommended latest time and date for requesting withdrawal of Basic Entitlements and Excess CREST Open Offer Entitlements from CREST |
4.30 p.m. on 11 October 2017 |
Latest time for depositing Basic Entitlements and Excess CREST Open Offer Entitlements into CREST |
3.00 p.m. on 12 October 2017 |
Latest time and date for splitting Application Forms (to satisfy bona fide market claims only) |
3.00 p.m. on 13 October 2017 |
Latest time and date for receipt of Forms of Proxy for the General Meeting |
11.15 a.m. on 16 October 2017 |
Latest time and date for receipt of completed Application Forms and payment in full under the Open Offer or settlement
of relevant CREST instruction (as appropriate) |
11.00 a.m. on 17 October 2017 |
General Meeting |
11.15 a.m. on 18 October 2017 |
Result of Open Offer announced through RNS |
18 October 2017 |
Admission of the New Ordinary Shares to trading on AIM |
8.00 a.m. on 19 October 2017 |
New Ordinary Shares in uncertificated form expected to be credited to accounts in CREST (uncertificated holders only) |
As soon as practicable after 8.00 a.m. on 19 October 2017 |
Expected date of dispatch of definitive share certificates for the New Ordinary Shares in certificated form (certificated holders only) |
On 27 October 2017 |
Enquiries:
ITM Power +44 (0)114 244 5111
Graham Cooley, CEO
Investec Bank plc (Nominated Adviser and Broker) +44 (0)20 7597 5970
Jeremy Ellis / Chris Sim / Jonathan Wynn / Robert Baker
Tavistock (Financial PR and IR) +44 (0)20 7920 3150
Simon Hudson / James Collins
Important information
This announcement is for information purposes only and does not itself constitute an offer or invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities in the Company and does not constitute investment advice.
Neither this announcement nor any copy of it may be taken or transmitted, published or distributed, directly or indirectly, into the United States, Australia, Canada, Japan, Jersey or South Africa or to any persons in any of those jurisdictions or any other jurisdiction where to do so would constitute a violation of the relevant securities laws of such jurisdiction. Any failure to comply with this restriction may constitute a violation of United States, Australian, Canadian, Japanese or South African securities laws. The distribution of this announcement in other jurisdictions may be restricted by law and persons into whose possession this announcement comes should inform themselves about, and observe any such restrictions.
This announcement does not constitute, or form part of, any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any Shares or other securities in the United States (including its territories and possessions, any state of the United States and the District of Colombia (the United States or US)), Australia, Canada, Japan, Jersey or South Africa or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The Firm Placing and Open Offer and the distribution of this announcement and other information in connection with the Firm Placing and Open Offer in certain jurisdictions may be restricted by law and persons into whose possession this announcement, any document or other information referred to herein, comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. Neither this announcement nor any part of it nor the fact of its distribution shall form the basis of or be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever.
In particular, the securities of the Company (including the Firm Placed Shares and Open Offer Shares) have not been and will not be registered under the US Securities Act of 1933, as amended (the Securities Act), or under the securities laws or with any securities regulatory authority of any state or other jurisdiction of the United States, and accordingly the Firm Placed Shares and Open Offer Shares may not be offered, sold, pledged or transferred, directly or indirectly, in, into or within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the securities laws of any relevant state or jurisdiction of the United States. There is no intention to register any portion of the offering in the United States or to conduct a public offering of securities in the United States.
The Firm Placed Shares and Open Offer Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Firm Placing and Open Offer or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States.
Investec, which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the FCA and the Prudential Regulation Authority, is acting as Nominated Adviser, Financial Adviser and Broker to the Company in respect of the Firm Placing. Investec is acting for the Company and for no-one else in connection with the Firm Placing, and will not be treating any other person as its client, in relation thereto and will not be responsible for providing the regulatory protections afforded to its customers nor for providing advice in connection with the Firm Placing or any other matters referred to herein and apart from the responsibilities and liabilities (if any) imposed on Investec, as the case may be, by Financial Services and Markets Act 2000 (as amended) (FSMA), any liability therefore is expressly disclaimed. Any other person in receipt of this Circular should seek their own independent legal, investment and tax advice as they see fit.
Forward-looking statements
Certain information contained in this announcement constitute forward looking information. This information relates to future events or occurrences or the Company's future performance. All information other than information of historical fact is forward looking information. The use of any of the words "anticipate", "plan", "continue", "estimate", "expect", "may", "will", "project", "should", "believe", "predict" and "potential" and similar expressions are intended to identify forward looking information. This information involves known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward looking information. No assurance can be given that this information will prove to be correct and such forward looking information included in this announcement should not be relied upon. Forward-looking information speaks only as of the date of this announcement.
The forward looking information included in this announcement is expressly qualified by this cautionary statement and is made as of the date of this announcement. The Company does not undertake any obligation to publicly update or revise any forward looking information except as required by applicable securities laws.
