12 May 2023
Ceres Power Holdings plc
("Ceres Power" or "the Company")
Withdrawal of Annual General Meeting ("AGM") Resolution 17 and Resolution 18
Withdrawal of AGM Resolution 17 and Resolution 18
The Board of Ceres Power today announces that it has decided to withdraw Resolution 17 and Resolution 18 from the agenda of the AGM of the Company's shareholders to be held at 10.00amLondon time on Thursday, 18 May 2023.
Resolution 17 proposed the partial disapplication of pre-emption rights in order for the Board to allot equity securities of up to 12% (10% plus 2% follow on for a retail offer) of the Company's current share capital for cash.
Resolution 18 proposed the partial disapplication of pre-emption rights in order for the Board to allot equity securities of up to 12% (10% plus 2% follow on for a retail offer) of the Company's current share capital for cash in connection with an acquisition or specified capital investment.
Resolution 17 and Resolution 18 followed the provisions of the Pre-Emption Group's 2022 Statement of Principles for the disapplication of pre-emption rights. The Board had proposed Resolution 17 and Resolution 18 as it considered the flexibility afforded by this authority to be in the best interests of the Company.
However, since publication of the Notice of AGM on 13 April 2023, certain of the Company's shareholders have expressed concerns regarding the proposed resolutions, given that the Company does not need the flexibility to raise additional capital. In light of these concerns the Board has decided to withdraw Resolution 17 and Resolution 18 from the agenda of the AGM. The Board will consider further engagement with shareholders on this matter in the future.
The withdrawal of Resolution 17 and Resolution 18 does not affect the validity of the Notice of AGM, the proxy form or any proxy votes already submitted in respect of the remaining resolutions to be proposed at the AGM. The numbering of all other proposed resolutions at the AGM remains unchanged.
Arrangements for the AGM are unchanged from those previously notified.
For further information visit www.ceres.tech or contact:
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Ceres Power Holdings plc Marianne Millard (Deputy Company Secretary) |
Tel: +44(0)7752 470802 |
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Investec Bank PLC (NOMAD & Joint Broker) James Rudd / Patrick Robb/ Ben Griffiths |
Tel: +44 (0)207 597 5970 |
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Berenberg (Joint Broker) Ben Wright/ Mark Whitmore |
Tel: +44 (0)203 207 7800 |
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FTI Consulting (PR Adviser) Dwight Burden |
Tel: +44 (0)203 727 1000 Email:[email protected] |
About Ceres Power
Ceres is a world-leading developer of electrochemical technologies: fuel cells for power generation, electrolysis for the creation of green hydrogen and energy storage. Its asset-light, licensing model has seen it establish partnerships with some of the world's largest engineering and technology companies, such as Weichai in China, Bosch in Germany, Miura in Japan, and Doosan in Korea, to develop systems and products that address climate change for power generation, transportation, industry, data centres and everyday living. Ceres is listed on the AIM market of the London Stock Exchange ("LSE") (AIM: CWR) and is classified by the LSE Green Economy Mark, which recognises listed companies that derive more than 50% of their activity from the green economy.
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