Participation in placing by Ceres Power Holdings
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FOR RELEASE ON |
29 NOVEMBER 2012 |
("IP Group" or "the Group" or "the Company")
IP Group - proposed participation in firm placing and placing and open offer of Ceres Power Holdings plc
IP Group plc (LSE: IPO), the developer of intellectual property based businesses, is pleased to announce that it has today conditionally agreed to subscribe for up to 124,656,591 new ordinary shares of 1 pence each in Ceres Power Holdings plc ("Ceres") at a price of 1 pence per new ordinary share and for an aggregate cash consideration of up to £1.25m. If subscribed in full, IP Group will hold 29.95% in the enlarged share capital of Ceres. The Group believes that its in-house expertise and familiarity with Ceres' technology and markets mean that the IP Group model can be successfully applied to create significant shareholder value.
· Ceres (LSE: CWR), an AIM-quoted company developing clean, efficient, cost-effective fuel cell technology for use in distributed generation and other applications, has today announced its intention to pursue an alternative strategy by resizing its business to focus on the continued development and commercialisation of its core fuel cell and fuel cell module ("FCM") technology platform.
· In order to finance the implementation of its new strategy and the continued development and commercialisation of the technology, Ceres is proposing to raise £3.3 million (before expenses) through the issue of 265,000,000 new ordinary shares through a firm placing and 65,000,000 new ordinary shares through a placing and open offer all at 1 pence per new ordinary share, which represents a discount of 49 per cent to the closing price of 1.975 pence on 28 November 2012. Together with the existing cash resources in the business and the anticipated receipt of a UK Government R&D tax credit, this will provide funding for not less than 12 months' operations.
· The Group, through its wholly-owned subsidiary IP2IPO Limited, has agreed to subscribe for 107,500,000 firm placing shares and a maximum of 17,156,591 open offer shares all at 1 pence per share, the latter subject to clawback in respect of valid applications by qualifying shareholders under the open offer.
· Upon admission to trading on AIM of the new ordinary shares in Ceres ("Admission"), the Group will hold between 25.83% and 29.95% of the enlarged issued share capital of Ceres (depending on take up by existing Ceres shareholders of their open offer entitlements).
· Alan Aubrey is to become non-executive chairman and each of Steve Callaghan, Dr Robert Trezona and Michael Bretherton are to become non-executive directors. Steve Callaghan, a turnaround specialist, will work with the Ceres executive directors while the Ceres board recruits a permanent chief executive officer.
· Dr Robert Trezona, a member of IP Group's physical sciences team, worked for Ceres from 2002-2005, leading the original team of materials scientists that created the Ceres fuel cell before setting up the process development team that developed the initial cell manufacturing process.
· On Admission, Brian Count will step down as non-executive chairman, David Pummell will step down as chief executive officer and John Nicholas will step down as a non-executive director. Mike Lloyd has agreed to continue in office as a non-executive director. In addition, Rex Vevers and Phil Whalen have agreed to remain as executive directors following Admission to assist in the management of Ceres going forward until new executive directors are appointed to the board.
· The fundraising and board changes are conditional on, amongst other things, the passing of all resolutions by Ceres' shareholders at the General Meeting convened for 11am on 17 December 2012.
Alan Aubrey, Chief Executive Officer of IP Group, commented:"We are very pleased to have agreed this proposed investment in Ceres. We have a high regard for the potential of the Ceres technology which has undergone extensive development. IP Group has a long history of successfully creating value from research led/intensive technologies and we feel that our existing in-house expertise and familiarity with both Ceres and its markets leave us well positioned to create value for shareholders. We look forward to building and working alongside a new management team and to applying our experience and model to help unlock the commercial potential of Ceres' technology platform."
Brian Count, Chairman of Ceres, commented: "Ceres has made substantial technical progress in the last 12 months, particularly in durability and reliability. As a result of the recent successful test results, the Board believes that the alternative strategy of focusing on developing the low cost, compact fuel cell module technology platform, and leveraging the expertise and access to capital of IP Group plc, should enable the commercial potential of the Group's technology to be exploited across a broad range of product applications, customers and territories."
For more information, please contact:
IP Group plc
Alan Aubrey, Chief Executive Officer +44 (0) 20 7444 0064
FTI Consulting +44 (0) 20 7831 3113
Ben Atwell, John Dineen
Notes for editors
About IP Group
IP Group is a leading UK intellectual property ("IP") commercialisation company, developing technology innovations primarily from its research intensive partner universities. The Group offers more than traditional venture capital, providing its companies with access to business building expertise, networks, recruitment and business support.
The Company's portfolio comprises holdings in over 60 companies including Oxford Nanopore Technologies, the DNA sequencing development company, Revolymer, best known for its removable chewing gum and Xeros, which has received many accolades for its revolutionary clothes washing techniques with a much reduced requirement for water.
The portfolio includes early stage to mature businesses and has exposure to five main sectors - Energy & Renewables, Medical Equipment & Supplies, Pharma & Biotech, IT & Communications and Chemicals & Materials. To date, fifteen of the portfolio companies IP Group has backed have listed on the AIM market of the London Stock Exchange and one on PLUS Markets.
Founded in 2001, IP Group listed on AIM in October 2003 and moved to the Official List in June 2006. The Group now has long-term partnerships with twelve universities including those under its commercialisation agreement with Fusion IP plc.
For more information, please visit our website at www.ipgroupplc.com.
About Ceres Power
Ceres Power is a leading developer of clean, efficient, cost‐effective fuel cell technology for use in decentralised energy products that reduce operating costs, lower CO2 emissions and improve energy security. These products use Ceres' mass manufacturable technology platform, the Fuel Cell Module, based on Ceres' unique patented intermediate temperature solid oxide fuel cell ('IT-SOFC') technology and operating on mains natural gas or in the future a range of other fuels including packaged fuels, such as LPG. Ceres is listed on the AIM market of the London Stock Exchange, and has facilities in Horsham and Crawley, UK, including a pilot-scale fuel cell manufacturing facility. Ceres was originally spun out of Imperial College London in 2001.
For more information on Ceres or the proposed fundraising please visit www.cerespower.com.
Ends
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