That wasn't leaked then! Bloody AIM.
Proposed Placing and Open Offer
AFC Energy (AIM: AFC), the industrial fuel cell power company, is pleased to announce a conditional placing with institutional and other investors of up to 52,000,000 ordinary shares in the Company at an issue price of 10p per share to raise up to £5.2 million of initial proceeds (the "Placing"), including a placement of 22,000,000 ordinary shares with Lanstead Capital LP ("Lanstead"), further described below. In addition to the Placing, the Company proposes to raise up to a maximum of £3.88 million by way of an open offer to be made to all qualifying shareholders in the Company of new ordinary shares of 0.1 pence each in the capital of the Company (the "Open Offer Shares") at the issue price of 10 pence per share (the "Open Offer"). The maximum aggregate value of the fundraise is therefore £9 million.
The Open Offer is proposed to be conducted on the basis of 4 Open Offer Shares for every 23 existing ordinary shares held by qualifying shareholders, with the opportunity for qualifying shareholders to apply for additional shares not taken up under the Open Offer by other qualifying shareholders. The Company expects to be in a position to announce further details of the proposed Placing and Open Offer shortly.
As part of the Placing, the Company announces that it has, subject to the signing of definitive documentation, agreed that 22 million new Ordinary Shares be placed at an issue price of 10 pence per share with Lanstead (the "Lanstead Placement Shares") for an aggregate consideration of £2.2 million. In addition, the Company will enter into Equity Swap Agreements with Lanstead which allow the Company to retain much of the economic interest in the Lanstead Placement Shares. The Equity Swap Agreements will enable the Company to secure much of the potential upside of future potential share price appreciation arising from the Company's development.
The Equity Swap Agreements will provide that the Company's economic interest will be determined and payable in 18 monthly settlement tranches as measured against a benchmark price of 13.33p per share (the "Benchmark Price"). If the measured share price exceeds the Benchmark Price, for that month, the Company will receive more than 100 per cent. of the monthly settlement due on a pro rata basis. There is no upper limit placed on the additional proceeds receivable by the Company as part of the monthly settlements. Should the measured share price be below the Benchmark Price, the Company will receive less than 100 per cent of the expected monthly settlement on a pro rata basis. Of the aggregate proceeds of £2.2 million (before expenses) from the issue of the Lanstead Subscription Shares, the Company will use approximately £330,000 (15 per cent.) for investment in its continuing operations and £1.87 million (85 per cent.) for investment in the Equity Swap Agreements as described above. In no event would a decline in the Company's share price result in any increase in the number of Ordinary Shares received by Lanstead or any other advantage accruing to Lanstead.
Ian Williamson, Chief Executive of AFC Energy, commented: "We are pleased to announce that we have arranged a significant funding package for the Company. Importantly, the package is being structured so that existing qualifying shareholders can participate in the fundraising on the same terms as institutional investors in the Placing. In addition, through the proposed Lanstead placement, the Company has the opportunity to benefit from further appreciation in its share price over the next 18 months. This funding enables us to deliver our Power Up project and continue our plans to open commercial markets."