Ceres Power : Proposed £20 Million Placing

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11 July 2014

CERES POWER HOLDINGS PLC

Proposed £20 Million Placing

Ceres Power Holdings plc ("Ceres" or the "Company"), a world-leading developer of low cost, next generation fuel cell technology for use in distributed generation and other applications, today announces its intention to raise approximately £20.0 million (approximately £19.6 million net of expenses) by way of an oversubscribed placing.

Highlights

·      Proposed Placing to raise approximately £20.0 million through the issue of 235,705,868 Placing Shares

·      Issue price for the Placing of 8.5 pence per Placing Share

·      The Placing was to existing and new institutional investors and certain Directors and was oversubscribed

The Placing is conditional upon, inter alia, the passing of Resolutions by the Shareholders of the Company at a general meeting.  If the Resolutions are passed, the Placing Shares will be allotted after the General Meeting with Admission of the Placing Shares expected to occur at 8.00 a.m. on 30 July 2014.

N+1 Singer Advisory LLP acted as Nominated Adviser and sole Broker to the Company.

General Meeting

A Circular, extracts of which are set out below, and a notice of General Meeting will be posted to Shareholders today to explain the background to the Placing, to set out the reasons why the Board believes it to be in the best interests of the Company and its Shareholders and to seek Shareholder approval for the Resolutions at the General Meeting, which will be held at the offices of IP Group plc, First Floor, 24 Cornhill, London, EC3V 3ND at 11.00 a.m. on 29 July 2014.

Commenting on the Placing, Alan Aubrey, Chairman of Ceres, said: "This level of funding recognises the significant progress the Company has made over the past year and is an endorsement of the management team and its strategy for the Company. We are especially delighted with the quality of investors that we have attracted to the register."

Phil Caldwell, Chief Executive of Ceres, commented: "We believe that fuel cells are a technology whose time has come and the Company is now well positioned to be one of the leaders in this rapidly growing industry. This funding will enable the Company to advance the development and commercialisation of our low cost Steel Cell technology across different markets and applications, with our world class partners."

Unless otherwise defined, all capitalised terms in this announcement are defined at the end of this announcement.

Enquiries:

Notes to editors:

Ceres Power (www.cerespower.com) is a world leading developer of low cost, next generation fuel cell technology for use in decentralised energy products that reduce operating costs, lower CO2 emissions, increase efficiency and improve energy security.  The Ceres unique patented Steel Cell technology operates on mains natural gas and is manufactured using standard manufacturing processes and conventional materials such as steel, meaning that it can be mass produced at an affordable price for domestic and business use.

Cautionary note regarding forward looking statements:

This announcement includes certain ''forward-looking statements'' with respect to the business, strategy and plans of the Company and its current goals and expectations relating to its future financial condition and performance. Statements that are not historical facts, including statements about the Company's or the Directors' and/or management's beliefs and expectations are forward looking statements. Words such as ''believes'', ''anticipates'', ''estimates'', ''expects'', ''intends'', ''aims'', ''potential'', ''will'', ''would'', ''could'', ''considered'', ''likely'', ''estimate'' and variations of these words and similar future or conditional expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. By their nature, forward looking statements involve risk and uncertainty because they relate to events and depend upon circumstances that will occur in the future. A number of important factors could cause actual results or outcomes to differ materially from those expressed in any forward-looking statements. These factors include, but are not limited to, those discussed in the Circular. Neither the Company nor any member of its group undertake any obligation publicly to update or revise any of the forward-looking statements, whether as a result of new information, future events or otherwise, save in respect of any requirement under applicable laws, the Prospectus Rules, the Disclosure and Transparency Rules and other applicable regulations.

Introduction

It is widely recognised that energy is one of the biggest issues facing the global economy today.  Countries worldwide are experiencing rising energy prices at a time when the reliability and security of their energy supplies is under great pressure. Furthermore, with increasing reserves coming on-stream in the US and continuing dependency on liquefied natural gas ("LNG") to power the Asian economies, natural gas is set to remain a key part of the global energy mix for the foreseeable future. The Directors therefore believe that the way power is generated and distributed needs to change and that these global economic drivers have created a significant opportunity for technologies that enable a shift away from centralised electricity generation towards a more resilient and efficient distributed model where power is generated at the point of use. Fuel cells are broadly acknowledged as the most efficient way to generate electricity from natural gas and are expected to enable this change to distributed power generation for both the home and business markets.

Countries such as the US, Japan and Korea are finally engaging in the commercialisation of fuel cells with some of the world's leading technology companies. This follows years of investment and prolonged development supported by forward looking energy policies and government support. Panasonic, Toshiba and Toyota are now selling fuel cells for the home and Google, e-Bay and Apple are now powering critical business applications using fuel cells. However, to date, the high cost of fuel cells has restricted widespread adoption without government subsidies. 

The Directors believe that the Ceres Steel Cell technology provides the step change in cost that fuel cells need for widespread adoption and that it therefore has the potential to transform the way that power is produced.  The Group's next generation Steel Cell technology operates on mains natural gas and the Directors believe that it has the capability of being able to be mass produced at an affordable price for both domestic and business use.

Since the change in strategy just over a year ago, and since Phil Caldwell joined the Group as CEO in September 2013, the Group has made very good progress, both commercially and technically.  The Board has been especially pleased with the high levels of customer engagement and on-going validation of the Group's technology by its Korean and Japanese partners and also by the potential opportunities for the Group in the higher power product markets, as demonstrated by the recent announcement of our partnership with Cummins Power Generation ("Cummins"). 

Given these opportunities, the Board wishes to ensure, by way of the proposed Placing, that the Group is well capitalised with sufficient funds to: (i) fulfil the next stages of its technology development roadmap, maintaining its competitive advantage in this area and supporting the growing number of original equipment manufacturer ("OEM") engagements for the residential market which will be jointly funded by partners; (ii) provide growth capital to respond to the demand for new higher power opportunities, enabling the Group to access the rapidly growing business market and to seek to create a step change in value beyond the original business plan; and (iii) provide the Group with the flexibility to increase manufacturing volumes in the facility in Horsham, as driven by commercial engagements. 

As such, the Board believes that the Placing is in the best interests of all Shareholders as it will allow the Group to maintain the technical advantage it has established over the past ten years of development and to concentrate on delivering its current contracts, as well as securing new commercial contracts and opening up new markets.  Furthermore it will provide those OEM parties with which it is in commercial discussions the reassurance that the Group is financially secure and enable the business to negotiate from a position of strength.

Background to and reasons for the Placing

Background

Since Phil Caldwell became Chief Executive Officer of the Company in September 2013, he has focused on engaging with customers in order to drive the business forward, both commercially and technically, and the level of commercial interest the Group has seen has exceeded the Board's expectations. The Group has continued to demonstrate that it can deliver technology to the high standards expected by the world-leading companies with whom it has relationships and the Ceres Steel Cell technology continues to exceed the Group's internal technical milestones.  The Directors believe that this places the Group in a good position for developing these relationships further.

These customer engagements not only provide the Group and its shareholders with validation of the potential of the Ceres Steel Cell technology, but also increase the size of the potential opportunities available as such customers look at different applications for the technology. In order to fully capitalise on these wider opportunities and extend its product portfolio, the Group will need to capture further intellectual property relating to these different applications. 

As noted in the Group's last set of financial statements, the Directors anticipated the need for additional funding to bring the Ceres Steel Cell technology closer to market. Accordingly, the Board has decided to take the opportunity presented by existing and new investors to seek to raise funds through the Placing which, if successful, will allow the Group to take advantage of business opportunities and will enable the Board to better concentrate on delivering the Group's strategy as further detailed below.  

Commercial progress

Since the Group's restructure in late 2012, the Group has made tangible progress in its key target markets, Korea, Japan and the USA, with development agreements in place and successful customer testing of its technology both on customer sites and in the Group's facilities. 

The Group continues to work closely with its first customer, KD Navien, the largest boiler company in South Korea, with the Ceres Steel Cell technology currently undergoing extensive testing in Seoul.  The Group continues to explore a move to the next phase of this programme to jointly develop a product for the Korean and international markets based on the Ceres Steel Cell technology.

In Japan, the Group has had several global OEMs testing the Steel Cell technology as a follow on to successful testing conducted previously in the UK.  These partners are exploring different market applications for the Group's technology, including residential at 1kW level and generator sets. 

In April 2014, the Group opened a commercial office in Kyoto, Japan to service its existing partners and is in the process of generating a healthy pipeline of new leads in the Japanese and Asian markets. The Group continues to explore the possibility of next stage agreements with these customers.

The Group's most recent announced commercial progress, in March 2014, was a joint development agreement with Cummins, a global provider of power generation systems based in the US.  The purpose of the collaboration is to explore the joint development and commercialisation of the Ceres Steel Cell technology for products in Cummins' existing markets.  These include the data centre and back-up power markets, which have been driven by the recent adoption of fuel cells in the US by large data centre operators. 

The Directors believe that this commercial progress with some of the most experienced engineering companies in the world validates the Board's confidence in the Ceres Steel Cell technology.  The Directors also believe that the opportunities provided by such companies can provide the Group with access to significant new markets and thereby create additional value to the Group in addition to Ceres Power's first application for its technology in residential micro CHP.  The Directors expect to move ahead to a next stage agreement with at least one of these partners later this year. 

Technology progress

The Directors consider that the Group has made strong progress against its technology roadmap.  The Group's current focus is on improving the manufacturability of its technology, as well as validating and improving performance under different operating conditions for different applications. 

Specifically, as stated in the Group's interim financial statements to 31 December 2013, the Group has focused on improving the efficiency of the Ceres Steel Cell as well as improving efficiency of the system.  The Directors remain confident that the Ceres Steel Cell technology can meet the residential CHP target of 45% net electrical efficiency with overall net efficiency of up to 90%.  Furthermore, the Directors believe that the Group can increase net electrical efficiency to more than 50% with the appropriate level of system engineering. This efficiency level is considered to be the main requirement for prime power applications, where the emphasis is on the electrical power output rather than heat, and it opens up a number of new markets for the Group. 

In order to more fully capture value in the higher power applications, the Group will need to generate and protect intellectual property to include an increase in scale and improvements in efficiency beyond the current 1kW residential application platform.  The Directors envisage that this additional work will be financed partly through customer programmes and partly through growth capital raised through the Placing.  The Directors believe that such improvements should accelerate the Group's customers' routes to market. 

Business strategy

The Directors believe that the Ceres Steel Cell technology could have a compelling business case for larger power consumers, as well as for residential customers, as, by using the Ceres technology, the Directors consider that such consumers would have the ability to generate power securely in their home or business at an overall lower cost than existing alternatives. 

The Group's business strategy remains consistent with its previous financial statements for the year ended 30 June 2013.  The Directors continue to seek long-term partnerships with the world's largest OEMs, leveraging their expertise and balance sheets in order to seek to embed the Ceres Steel Cell technology in their products and gain licence fees in advance of, and subsequently royalties from, the sale of their products.  The Group's intention is to seek separate licence streams from both the right to develop and use the Ceres Steel Cell technology, as well as the right to manufacture Ceres Steel Cells. The ability to manufacture the Ceres Steel Cell from low cost steel and ceramics is the foundation of the Group's intellectual property portfolio and, the Directors believe, a key part of the Group's value. 

The one addition to the Group's strategy since 30 June 2013 is the potential expansion to higher power markets, which the Directors believe could open up significant new revenue streams and which the Group is currently exploring with Cummins.  Although the Directors would expect customers to co-fund development work in these new markets, it is the Directors' view that it is in the best interests of Shareholders for the Group to do part of this work in advance in order to maximise the value of this opportunity. 

The success of the Group meeting its strategy should be measured by its progress over different stages of customer engagement, from technology evaluation, where it is currently at with its Korean, Japanese and North American customers, through to product development, field trials and licensing prior to commercial launch and product sales. 

Reasons for the Placing

The purpose of the Placing is to provide the Group with sufficient working capital funding to (i) respond to the commercial interest it has generated until the next stage commercial agreements are in place and to progress the Ceres Steel Cell technology and manufacturing roadmaps in order to maintain the Group's technology advantage; (ii) provide enough growth capital funding to allow the Group to explore and capture more value in higher power applications; and (iii) provide the Group with the flexibility to increase manufacturing volumes, as driven by commercial engagements. 

The Board believes that completion of the Placing will also provide the Group's partners with reassurance of the Group's financial security for the medium term and will allow the Group to concentrate on delivering commercial and technological progress.  

Use of proceeds

The Directors believe that the net proceeds of this Placing, being approximately £19.6 million (net of expenses), coupled with the cash and cash equivalents which the Group holds, will provide sufficient capital for the Group to make substantial commercial and technical progress well into 2016.  By this time, the Directors believe that the Group should have secured several second stage development agreements for the residential market and validated the potential of the Ceres Steel Cell technology to address higher power applications for the business market.

Placing, Placing Agreement and Settlement

Placing

The Company is proposing to raise approximately £20.0 million, before expenses, by way of the conditional placing of 235,705,868 Placing Shares at the Issue Price with existing and new institutional investors and certain Directors.  The Issue Price represents a discount of 11.6 per cent. to the mid-market closing price on 10 July 2014 (being the last practicable date prior to the publication of the Circular). The Placing is conditional on (amongst other things) Admission and has not been underwritten.  The Directors are participating in the Placing, as disclosed in paragraph 9 of the Circular.

IP2IPO Limited ("IP2IPO ") has agreed to subscribe for 47,058,822 Placing Shares at the Issue Price.  The 47,058,822 Placing Shares which will be held by IP2IPO following Admission will, together with its 132,500,000 Existing Ordinary Shares, represent 23.2 per cent. of the Enlarged Issued Share Capital.  IP2IPO has also irrevocably undertaken to vote its 132,500,000 Existing Ordinary Shares, representing 24.7 per cent of the Existing Ordinary Shares, in favour of the Resolutions.

Richard Griffiths, and his controlled undertakings (Blake Holdings Limited and Oak Trust Limited) ("Richard Griffiths ") has agreed to subscribe for 29,411,764 Placing Shares at the Issue Price.  The 29,411,764 Placing Shares which will be held by Richard Griffiths following Admission will, together with his 134,871,126 Existing Ordinary Shares, represent 21.3 per cent. of the Enlarged Issued Share Capital.  Richard Griffiths has also irrevocably undertaken to vote his 134,871,126 Existing Ordinary Shares, representing 25.1 per cent of the Existing Ordinary Shares, in favour of the Resolutions.

Henderson Global Investors ("Henderson "), has agreed to subscribe for 8,823,528 Placing Shares at the Issue Price.  The 8,823,528 Placing Shares which will be held by Henderson following Admission will, together with its 54,587,203 Existing Ordinary Shares, represent 8.2 per cent. of the Enlarged Issued Share Capital.

Placing Agreement

On 11 July 2014, the Company entered into the Placing Agreement with N+1 Singer pursuant to which N+1 Singer agreed to use its reasonable endeavours to place the Placing Shares at the Issue Price. Under the Placing Agreement, the Company has given N+1 Singer customary warranties and an indemnity. N+1 Singer also has customary termination rights.

Settlement

Application will be made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM. Subject to, amongst other things, the Resolutions being passed by the requisite majority at the General Meeting, it is expected that Admission will become effective and that dealings will commence at 8.00 a.m. on 30 July 2014.

Effect of the Placing

235,705,868 Placing Shares will be issued pursuant to the Placing. All the Placing Shares will, when issued and fully paid, rank pari passu with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of Admission. No temporary documents of title will be issued.

The Resolutions set out in the Notice of General Meeting must be passed at the General Meeting in order for the Placing to proceed.

Upon completion of the Placing, the Placing Shares will in aggregate represent approximately 30.5per cent. of the Enlarged Issued Share Capital and the Existing Ordinary Shares will represent approximately 69.5per cent. of the Enlarged Issued Share Capital.

General Meeting

For the purposes of effecting the Placing, the Resolutions will be proposed at the General Meeting.  At page 13 of the Circular, you will find the notice convening the General Meeting to be held at the offices of IP Group plc, First Floor, 24 Cornhill. London, EC3V 3ND at 11.00 a.m. on 29 July2014. The full texts of the Resolutions which will be proposed at the General Meetingare set out in that notice, but set out below is a summary :

l   Resolution1 (to be proposed as an ordinary resolution): without prejudice to the authority conferred on the Directors at the last annual general meeting of the Company on 7 November 2013, to authorise the Directors under section 551 of the Act to allot shares up to an aggregate nominal amount of £2,357,058.68 for the purposes of the Placing.

l   Resolution2 (to be proposed as a special resolution): without prejudice to the authority conferred on the Directors at the last annual general meeting of the Company on 7 November 2013, to disapply the pre-emption rights pursuant to the provisions of sections 570 and 573 of the Act in respect of the allotment of equity securities pursuant to the Placing.

Related Party Transactions

Richard Griffiths, IP2IPO and Henderson, substantial shareholders in the Company (as defined by the AIM Rules), have conditionally agreed to subscribe for 29,411,764, 47,058,822 and 8,823,528 Placing Shares, respectively, pursuant to the Placing at the Issue Price. The respective participation of Richard Griffiths, IP2IPO and Henderson in the Placing represents related party transactions for the purposes of the AIM Rules. Accordingly, by reason of their connection with IP2IPO, none of Alan Aubrey or Robert Trezona are independent directors for the purpose of the related party statement below.

The Independent Directors (being all those Directors other than Alan Aubrey and Robert Trezona), having consulted with the Company's Nominated Adviser, N+1 Singer, consider the terms of Richard Griffiths', IP2IPO's and Henderson's participation in the Placing to be fair and reasonable insofar as Shareholders are concerned.  In providing advice to the Independent Directors, N+1 Singer has taken into account the commercial assessment of the Independent Directors.

The AIM Rules do not prohibit related parties from exercising the voting rights attached to their respective Ordinary Shares at the General Meeting.

Directors' Participation

The Directors are participating in the Placing, amounting to an aggregate subscription for 1,588,232 Placing Shares or approximately 0.7 per cent of the Placing.  Following the Placing, the Directors will beneficially own, in aggregate, 0.6per cent. of the Enlarged Issued Share Capital.

Directors' Participation

*Assuming the Resolutions are passed at the GM

Recommendation and Irrevocable Undertakings

The Directors consider the Placing and the passing of the Resolutions to be in the best interests of the Shareholders and the Company as a whole. Accordingly, the Directors recommend that Shareholders vote in favour of the Resolutions as they have irrevocably undertaken to do in respect of their beneficial holdings of an aggregate of 3,265,341 Existing Ordinary Shares, representing approximately 0.6per cent of the Existing Ordinary Shares. 

In addition to the Directors, certain other Shareholders have irrevocably undertaken to vote in favour of the Resolutions in respect of the Existing Ordinary Shares in which they are interested, amounting in aggregate to 267,371,126Existing Ordinary Shares, representing approximately 49.8 per cent of the Existing Ordinary Shares.

Copies of the Circular will be available free of charge from the Company's website ( www.cerespower.com) and at the offices of N+1 Singer, One Bartholomew Lane, London, EC2N 2AX during normal business hours on any weekday (public holidays excepted) up to and including 29July 2014.

Expected Timetable of Principal Events

Definitions

The following definitions apply throughout this announcement unless the context requires otherwise:

"Act"                                                the Companies Act 2006

"Admission"                                      the admission of the Placing Shares to trading on AIM becoming effective in accordance with the AIM Rules

"AIM"                                                the market of that name operated by the London Stock Exchange

"AIM Rules"                                      the provisions of the London Stock Exchange entitled "AIM Rules for Companies" as amended or reissued from time to time governing, amongst other things, admission to AIM and the continuing obligations of AIM companies

"Board"                                             the board of directors of the Company as at the date of the Circular

"Circular"                                          the circular, dated 11 July 2014

"Company"                                        Ceres Power Holdings plc

"CREST"                                           the relevant system (as defined in the CREST Regulations) for the paperless settlement of share transfers and the holding of shares in uncertificated form in respect of which Euroclear is the operator (as defined in the CREST Regulations)

"CREST Regulations" or                     the Uncertificated Securities Regulations 2001 (S.I. 2001/3755),

"Regulations"                                    as amended from time to time

"Directors"                                        the Directors of the Company as at the date of the Circular, whose names are set out on page 5 of the Circular

"Enlarged Issued Share Capital"          the issued share capital of the Company immediately following Admission which is expected to consist of 772,537,841 Ordinary Shares

"Euroclear"                                        Euroclear UK & Ireland Limited, the operator of CREST

"Existing Ordinary Shares"                 the Ordinary Shares in issue as at the date of the Circular

"FCA"                                               the Financial Conduct Authority

" Form of Proxy" the form of proxy accompanying the Circular for use in connection with the General Meeting

"FSMA"                                            Financial Services and Markets Act 2000 (as amended)

"General Meeting" or "GM"                  the general meeting of the Company convened for 11.00 a.m. on 29 July 2014 , notice of which is set out in the Circular, and any adjournment thereof

"Group"                                             the Company and its subsidiaries from time to time

"Independent Directors"                      the Directors other than Alan Aubrey and Robert Trezona

"Issue Price"                                     8.5 pence per Placing Share

"London Stock Exchange"                  London Stock Exchange plc

"N+1 Singer"                                     Nplus1 Singer Advisory LLP and its affiliates, nominated adviser and broker to the Company

"Notice of General Meeting"                the notice convening the General Meeting set out on page 13 of the Circular

"Ordinary Shares"                              ordinary shares of 1 p each in the capital of the Company

"Placing Share(s)"                             the 235,705,868new Ordinary Shares which are the subject of the Placing

"Placing"                                           the conditional placing of the Placing Shares, details of which are set out in paragraph 4of the Letter from the Chairman

"Placing Agreement"                          the conditional placing agreement dated 11 July 2014 between the Company and N+1 Singer Advisory LLP and relating to the Placing, details of which are set out in paragraph 4 of the Letter from the Chairman contained in the Circular

"Prospectus Rules"                            the rules made for the purposes of Part V of the FSMA in relation to offers of securities to the public and admission of securities to trading on a regulated market

"Record Date"                                   close of business on 25 July 2014

"Resolutions"                                    the resolutions to be proposed at the General Meeting as set out in the Notice of General Meeting

"Restricted Jurisdiction"                     each and any of Australia, Canada, Japan, the Republic of South Africa, New Zealand and the United States

"Securities Act"                                 the US Securities Act of 1933, as amended

"Shareholders"                                  holders of Ordinary Shares

"UK" or "United Kingdom"                   the United Kingdom of Great Britain and Northern Ireland

"UK Listing Authority"                        the UK Listing Authority, being the FCA acting as competent authority for the purposes of Part VI of the FSMA

"US", "USA" or "United States"            the United States of America, each state thereof (including the district of Columbia), its territories, possessions and all areas subject to its jurisdiction