RNS Number : 0819E
HydrogenOne Capital Growth PLC
05 July 2021
LEI: 213800PMTT98U879SF45
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY
OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR
DISTRIBUTION OF THIS ANNOUNCEMENT WOULD BE UNLAWFUL. PLEASE SEE THE
SECTION ENTITLED "DISCLAIMERS" AT THE OF THIS ANNOUNCEMENT.
This announcement is an advertisement and does not constitute a
prospectus and investors must subscribe for or purchase any shares
referred to in this announcement only on the basis of information
contained in the prospectus to be published by HydrogenOne Capital
Growth plc (the "Prospectus") and not in reliance on this
announcement. When published, a copy of the Prospectus will,
subject to certain access restrictions, be available for inspection
on the Company's website: www.hydrogenonecapitalgrowthplc.com and
at the registered office of the Company. This announcement does not
constitute, and may not be construed as, an offer to sell or an
invitation to purchase, investments of any description, or a
recommendation regarding the issue or the provision of investment
advice by any party.
5 July 2021
HydrogenOne Capital Growth plc
Intention to Float
HydrogenOne Capital Growth plc ("HGEN" or the "Company") today
announces its intention to launch an initial public offering
("IPO") and to admit its shares to the premium segment of the
Official List of the Financial Conduct Authority and to trading on
London Stock Exchange plc's Main Market ("Admission").
HGEN is targeting a raise of GBP250 million via a placing, an
offer for subscription and an intermediaries offer (together the
"Issue") of ordinary shares of 1 pence each in the capital of the
Company ("Ordinary Shares") at an issue price of 100 pence per
Ordinary Share.
-- First London-listed investment fund dedicated to clean hydrogen
-- Clean hydrogen has a key role in decarbonisation for the
energy transition, and improved air quality
-- Specialist investment adviser with strong energy sector track record
-- Targeting a diversified portfolio of hydrogen assets from an
investible universe of c.US$90 billion, offering distinctive liquid
access to private equity, difficult to access elsewhere
-- Strongly-orientated to ESG mandates, avoiding GHG emissions
in energy and exclusion of fossil fuels producers
-- Distinctive opportunities in risk-diversified hydrogen and
related businesses with target total return of 10-15% per
annum(1)
-- Strategic investment by INEOS Energy, committing to a minimum
cornerstone investment of GBP25 million
HGEN intends to provide access to clean hydrogen through
investment in a diversified portfolio of hydrogen and complementary
hydrogen focussed assets in order to deliver capital growth with a
strong ESG focus. The Company is expected to qualify for the London
Stock Exchange's Green Economy Mark at admission, which recognises
companies that derive 50% or more of their total annual revenues
from products and services that contribute to the global green
economy. HGEN will predominantly invest in private hydrogen assets,
and also include hydrogen focussed listed assets from global
markets.
HGEN is targeting a Net Asset Value total return of 10-15 per
cent. per annum over the medium to long-term with further upside
potential(1) .
The Investment Adviser, HydrogenOne Capital LLP (the "Investment
Adviser" or "HOC") is a specialist investor in the clean hydrogen
sector, with a focus on unlocking profitable growth for investors
within a strong ESG mandate. The Investment Adviser team are highly
experienced with senior executive track records in Shell, BP,
Exxon, Artemis Investment Management and Deutsche Bank.
Panmure Gordon (UK) Limited ("Panmure Gordon") is acting as
sponsor, financial adviser and joint bookrunner and Kepler
Cheuvreux ("Kepler Cheuvreux") is acting as joint bookrunner in
relation to the IPO.
The Company expects to publish a prospectus in connection with
the Issue shortly and to close the Issue by end July.
Highlights
Net Zero is driving clean hydrogen delivery globally
-- In the aftermath of the 2016 Paris Agreement, governments and
regions are setting out plans and targets to decarbonise their
economies and deliver 'net zero' GHG emissions. At the beginning of
2021, over 30 countries have published hydrogen roadmaps, and
governments have announced over US$70 billion in funding for
hydrogen.
-- A 20x increase in clean hydrogen supply is anticipated from
2019 to 2030, and 500x to 2050, as the scale-up of renewable power
alongside phase-out of fossil fuels takes effect.
-- Delivering this pathway will require significant and
sustained investment and policy support for clean hydrogen and
strong growth in the supply chains behind it. The Investment
Adviser believes that clean hydrogen supply could reach in excess
of 200 mpta by 2050, representing over US$1 trillion in annual
sales by 2040 and potentially US$2.5 trillion in 2050.
Hydrogen themes are investible now
-- There has been a sharp acceleration in clean hydrogen project
proposals, with a 60 per cent. increase in announced production
capacity in the period to 2030 over last 12 months. These projects
are being implemented by some of the world's largest incumbent
users of industrial hydrogen, seeking to decarbonise their
feedstocks, and companies investing in growth in clean hydrogen as
a low carbon fuel.
-- Over 200 hydrogen projects have now been announced
world-wide, with US$300 billion capex potential, with US$80 billion
in production, construction or in detailed design.
-- The Investment Adviser believes that both green and blue
hydrogen project potential are at similar inflection points, with
significant growth and positive outlook expected in the hydrogen
sector.
-- The Investment Adviser estimates that listed hydrogen
clean-tech revenues will see substantial growth, with up to 4 times
growth potential from 2021 to 2025, underpinned by electrolyser and
fuel cell sales volumes increasing rapidly.
Differentiated strategy
-- The Investment Adviser is a specialist investor in a complex
and rapidly-developing growth sector. The Directors anticipate that
this specialised approach will be a competitive advantage that will
grow over time.
-- The Company will be the first UK listed investment company
with a focus on investing in Hydrogen Assets (as defined below),
giving investors an opportunity to be exposed to liquidity and
portfolio diversity in hydrogen companies, both public and private,
and projects, with strong growth potential.
-- An investment in the Company offers exposure to the broader
hydrogen sector whilst, at the same time, diversifying risk for an
investor in the sector. By targeting a diversified portfolio across
different jurisdictions and different technologies, the Company
will seek to spread some of the key underlying risks relating to
Hydrogen Assets.
ESG focus
-- ESG policy embedded in the investment process, including key
performance metrics to describe the environmental impact of the
Company's portfolio, with a particular focus on the greenhouse gas
emissions from investments and the emissions that have been avoided
("avoided emissions") as a result of the investments.
-- The Company will frame its investments around positive
contributions to UN Sustainable Development Goals ("UN SDGs"), and
will work within responsible frameworks such as those promoted by
the UN Global Compact ("UN GC"), the London Stock Exchange's Green
Economy Mark, and the Principles for Responsible Investment
("PRI"). The Company will manage its own direct carbon
footprint.
-- Investments will exclude fossil fuel producers.
Scalability
-- The Investment Adviser expects the hydrogen market to grow
and for the scale of hydrogen projects to increase over time and
the Company expects to be well positioned to take advantage of this
growth.
-- In the short term the clean hydrogen industry will remain
dominated by bespoke sources of supply, financed by specialised
offtakers, typically at 20MW to 100MW scale. Over time, in the
period 2025 to 2030 the Investment Adviser expects these facilities
to be up-scaled to 100MW to 500MW scale, and ultimately to 1GW to
5GW scale facilities and expects that energy storage and carbon
capture and storage projects will also increase in scale in this
timeframe, with the development of compressed air energy storage
followed by hydrogen storage and long-distance transport through
pipelines and as liquid hydrogen or ammonia on ships.
-- The Investment Adviser has identified Hydrogen Assets with a
total value of in excess of US$90 billion (the "Investible
Universe"). The Investment Adviser believes this is a distinctive
opportunity in a new and fast-moving sector. The Investment Adviser
believes that the Investible Universe represents less than 25 per
cent. of the total worldwide hydrogen opportunities, and represents
a 'long list' of potential investments for the Company that have
been reviewed by the Investment Adviser.
Illustrative Portfolio
-- The Investment Adviser has undertaken a rigorous screening
process of the Investible Universe and has identified 36 potential
investments to comprise an illustrative portfolio of potential
investments for the Company (the "Illustrative Portfolio")
reflecting the deployment of the target Issue size.
-- In a number of cases, the Investment Adviser has
non-disclosure agreements in place, has conducted detailed due
diligence and has made indicative non-binding offers of
investment.
Experienced Investment Adviser team, supported by Advisory
Board
The Principals of the Investment Adviser have in excess of 60
years of combined experience and a track record of success in the
energy industry and capital markets which are directly applicable
to the hydrogen industry, including:
-- Acquisitions, mergers and divestments in excess of US$70
billion in the global energy sector.
-- Development of growth energy projects in over US$150 billion of greenfield developments.
-- Supervision of profitable energy production in producing assets in the energy sector.
-- ESG track record in some of the world's largest energy companies and in investment funds.
-- Investment in listed companies including management of GBP2
billion of mid cap and large cap energy stocks.
-- Board advisory to multiple energy and mining companies
regarding strategy, portfolio development, ESG policy, market
communications and IPO delivery.
-- Investment in private companies resulting in total IPO value
of GBP2.5 billion and an uplift to shareholders of GBP1.35
billion.
-- IPO delivery in excess of US$10 billion in the energy sector.
The Principals of the Investment Adviser will be supported by an
experienced team who will comprise the Advisory Board. The Advisory
Board has been carefully selected to provide expert advice to the
Investment Adviser on the hydrogen sector, project finance and
capital markets.
Cornerstone backing by INEOS
-- INEOS UK E&P Holdings Limited ("INEOS Energy") has
committed to purchase at least 25 million Ordinary Shares at the
Issue Price of 100 pence per share. These shares will be subject to
a lock in for 12 months following Admission.
-- INEOS is the world's third largest chemical company. It has a
turnover of US$61 billion and employs 26,000 people across 36
businesses, operating 194 sites in 29 countries throughout the
world. INEOS has identified the development of clean hydrogen as a
fuel as part its contribution to a net zero economy.
-- For the Company, the strategic investment by INEOS Energy
underscores the investment case for the sector and the IPO, and
creates a strategic partnership with a global player, with
substantial activities in the energy and hydrogen sectors
today.
-- HydrogenOne will provide INEOS Energy access to clean
hydrogen through investment in a diversified portfolio of hydrogen
and complementary hydrogen focussed assets to deliver capital
growth with a strong sustainability focus.
-- In addition, subject to INEOS Energy owning 25 million
Ordinary Shares in the Company, INEOS Energy has been granted
co-investment rights over any additional capacity in private
projects identified for investment by the Company, and INEOS Energy
will have the right to appoint a non-executive director to the
Board of the Company.
Simon Hogan, Chairman of HGEN, commented:
HydrogenOne is the first of a kind. The offering here is for
distinctive and specialist access to the growth potential in clean
hydrogen energy, that is simply not available elsewhere. We welcome
INEOS' investment in the company and we are looking forward to
expanding our collaboration."
Dr JJ Traynor, Managing Partner of HydrogenOne Capital LLP
commented:
HydrogenOne is for energy investors who want to move beyond
fossil fuels now, not later, and deploy substantial growth capital
into the energy transition.
Richard Hulf, Managing Partner of HydrogenOne Capital LLP
commented:
Clean hydrogen is a fast-moving and complex sector, that
commands a specialist approach with access to private equity, to
unlock value for shareholders. We have established HydrogenOne to
fill that gap.
Brian Gilvary, Executive Chairman of INEOS Energy commented:
The INEOS investment in HydrogenOne will help to accelerate and
diversify INEOS' existing clean hydrogen strategy. It marks the
beginning of another substantial and long-term partnership, opening
new windows into the clean hydrogen world for INEOS.
For further information, please contact:
HydrogenOne Capital LLP via Tavistock
Panmure Gordon - Sponsor, Financial Adviser and Joint
Bookrunner
Tom Scrivens Tel: +44 20 7886 2648
Oliver Packard Tel: +44 20 7886 2795
Michael Bateman Tel: +44 20 7886 2719
Alex Collins Tel: +44 20 7886 2767
Kepler Cheuvreux - Joint Bookrunner
Luc Florentz Tel: +33 1 70 98 8522
Karim Malek Tel: +44 20 7621 5123
Solid Solutions Associates (UK) Limited - Intermediaries Offer
Adviser
Nigel Morris Tel: +44 7850 825 701
Tavistock - Financial PR
Simon Hudson/ Nick Elwes Tel: +44 20 7920 3150
Further Information
The Board
The Board is responsible for the determination of the Company's
investment policy and strategy and has overall responsibility for
the Company's activities including the review of investment
activity and performance and the control and supervision of
International Fund Management Limited (the "AIFM") and the
Investment Adviser. The Board comprises three directors all of whom
are non-executive and are independent of the AIFM, the Investment
Adviser and the Company's other service providers.
Simon Gerard Hogan (Non-executive Chair)
Simon has significant capital markets, legal and management
experience. He was previously a Managing Director of Morgan Stanley
and Chief Operating Officer across their Commodities, Fixed income
and Equity divisions. Simon has held multiple board positions and
was a member of the FCA Practitioners committee.
Caroline Elizabeth Cook (Non-executive Director)
Caroline has over 30 years of experience in energy and
sustainable investing, and is currently a sustainability specialist
at a large UK asset manager. Caroline was previously the co-head of
Deutsche Bank's number one rated global and European oils equity
research team and an independent consultant. In 2016 Caroline
initiated and then led Deutsche Bank's integrated, cross-sector
equity coverage of the accelerating energy transition.
Afke "Afkenel" Cornelia Saskia Schipstra (Non-executive
Director)
Afkenel has over 18 years extensive experience in Energy in the
Netherlands, Europe, the Caribbean, South America and Sub-Sahara
Africa. She is Senior Vice President in Hydrogen Business
Development at ENGIE where she is responsible for ENGIE's large
scale green hydrogen developments in the Netherlands including
HyNetherlands Project: ENGIE develops a large-scale, green hydrogen
chain (1.85 GW) in the Northern Netherlands. Afkenel has previously
held senior positions at Gasunie, Shell and NAM.
The Investment Adviser
The Company and the AIFM have appointed the Investment Adviser
pursuant to the Investment Adviser Agreement.
The Investment Adviser's team
The Principals of the Investment Adviser are as follows.
Dr JJ Traynor
Dr John Joseph "JJ" Traynor has extensive experience in energy,
capital markets, project management, and M&A. He has held a
series of senior energy and banking sector positions, including
Executive Vice President at Royal Dutch Shell, where he led
investor relations and established the company's ESG programme;
Managing Director at Deutsche Bank, where he was the number one
ranked analyst in European and Global oil & gas; Geologist at
BP, in the North Sea, West Africa and Asia Pacific. He has a
Geology BSc from Imperial College, a PhD from Cambridge University.
He attended the INSEAD Advanced Management Programme, and is Fellow
of the Geological Society of London.
Richard Hulf
Richard Hulf is a fund manager with corporate finance and
engineering background. Richard has 30 years of experience in the
Utilities and Energy sectors and is a Chartered Engineer,
originally from Babcock Power and latterly Exxon. In addition, his
financial experience spans stock broking, corporate finance and
fund management with Henderson Crosthwaite, Ernst & Young and
Artemis Investment Management, where he invested into renewables
companies. He has an MSc in Petroleum Engineering from Imperial
College.
The Principals have assembled an experienced team who will
support the Company. This group brings a mixture of finance,
technical and sector skills to support the Investment Adviser in
its day to day activity. The Principals anticipate a further
increase in headcount as the Company continues to grow its
activities.
Chief Financial Officer
Ben Tidd is a Financial Controller with 14 years' experience
working within private equity and 7 years of Big Four financial
services audit experience. Ben has substantial international
experience of private equity and closed ended funds, as well as
audit function and financial controls. Ben has held senior
positions at Eight Roads (Fidelity), Henderson Group and KPMG. He
is an ACA Chartered Accountant and has a degree in Classics from
Cambridge University. Ben is responsible for the financial
management and planning of the finance function of the Company.
This will include the day to day interaction with the fund
administrator, AIFM, tax adviser, auditor and other agents and
intermediaries.
Portfolio and Evaluation Team
The Investment Adviser has established a team of three who will
be responsible for financial modelling, corporate and asset
valuation analysis, and opportunity assessment for the Company.
This group will be led by the Portfolio and Evaluation Manager and
supported by two Chartered Financial Analyst (CFA) qualified
financial analysts, with significant market and industry
experience.
Technical Adviser
Ove Arup & Partners Ltd has been appointed by the
HydrogenOne Partnership to act as technical adviser (the "Technical
Adviser"), to provide in relation to the Private Hydrogen Assets:
(i) due diligence services (spanning technical, ESG, market &
regulatory) for the acquisition process into Private Hydrogen
Assets (the exact scope to be agreed at the start of each
transaction), (ii) asset management support and monitoring of
projects invested in by the HydrogenOne Partnership; (iii) periodic
market insights; (iv) investment business case support; (v) ESG
governance framework implementation & reporting requirements
for Private Hydrogen Assets.
Arup is an independent firm of designers, planners, engineers,
architects, consultants and technical specialists, working on a
world-wide basis, with expertise in renewable energy and clean
hydrogen.
Advisory Board of the Investment Adviser
The Principals of the Investment Adviser will be supported by an
experienced team who will comprise the Advisory Board. The Advisory
Board has been carefully selected to provide expert advice to the
Investment Adviser on the hydrogen sector, project finance and
capital markets. The Investment Adviser has appointed the members
of the Advisory Board to provide it with advice from time to time.
The Advisory Board currently comprises the following members:
Roger Putnam CBE
The former chairman of hydrogen electrolyser company ITM Power,
Roger's career has spanned multiple senior leadership positions in
the autos sector, including Lotus, Ford, and Jaguar. Roger brings
managerial as well as technical guidance to the Investment
Adviser.
Per Wassen
Per is the former Chairman and CEO of PowerCell Sweden AB, a
world leading fuel cell company. Former positions include Vice
President, Head of Corporate Strategy and Business Development AB
Volvo, Investment Director at Volvo Group Venture Capital. Per is a
member of the Royal Swedish Academy of Engineering Sciences. Per
brings managerial as well as technical guidance to the HydrogenOne
team, particularly in fuel cells.
Katriona Edlemann
Katriona is the Chancellor's Fellow in Energy at Edinburgh
University, and is a world leading academic in low carbon geo
energy and the geological storage of CO(2) and hydrogen. Katriona
brings a science based perspective to investment decisions.
Andy Arnold
Andy is an experienced commercial and business development
manager with thirty five years' experience in the international
energy industry. Former positions include Commercial Director and
Business Development Manager at Schlumberger and Ophir Energy, BG,
BHP, ExxonMobil, and a secondment to the UK Government's DTI (now
BEIS). Andy qualified as an accountant with KPMG, and is currently
a Director of Northbrook Energy Advisory Ltd.
Giles Morland
Giles has over 35 years' experience in investment banking, asset
management, private banking and private wealth management.
Previously he was Managing Partner Mirabaud et Cie, the Chairman
and Chief Executive of Mirabaud Securities and Vice Chairman and
Executive Director of Mirabaud Asset Management. Giles is ACA
qualified.
Adam Graves
A highly versatile business and change professional with 30
years financial services experience including a 18 year track
record in asset management; working since 2011 as an independent
consultant to major UK financial institutions.
The AIFM
International Fund Management Limited has been appointed as the
AIFM to the Group.
Summary Investment Policy
The Company will seek to achieve its investment objective
through investment in a diversified portfolio of hydrogen and
complementary hydrogen focussed assets, with an expected focus in
developed markets in Europe, North America, the GCC and Asia
Pacific, comprising: (i) assets that supply clean hydrogen; (ii)
large scale energy storage assets, (iii) carbon capture, use and
storage assets; (iv) hydrogen distribution infrastructure assets;
(v) assets involved in hydrogen supply chains, such as
electrolysers and fuel cells; and (vi) businesses that utilise
hydrogen applications such as transport, power generation,
feedstock and heat (together "Hydrogen Assets").
Once fully invested, over time c.90 per cent. of the Company's
portfolio is intended to be invested in unquoted Hydrogen Assets,
which may be operational companies or hydrogen projects (completed
or under construction) ("Private Hydrogen Assets").
The Company will also invest in quoted or traded Hydrogen
Assets, which will predominantly be equity securities but may also
be corporate debt and/or other financial instruments ("Listed
Hydrogen Assets"). Over the medium to longer term, it is expected
that the weighting to Listed Hydrogen Assets will primarily be
focussed on strategic equity holdings derived from the listing of
operational companies within the Private Hydrogen Assets portfolio
over time.
The Prospectus, once published, will set out further details of
the investment policy including the investment restrictions,
borrowing policy, currency and hedging policy and cash management
policy that the Company will comply with.
Notes
1) The return target stated above is a target only and not a
profit forecast. There can be no assurance that this target will be
met and should not be taken as an indication of the Company's
expected future results. The Company's actual returns will depend
upon a number of factors, including but not limited to the size of
the Issue, currency exchange rates, the Company's actual
performance and level of ongoing charges. Accordingly, potential
investors should not place any reliance on this target in deciding
whether or not to invest in the Company and should decide for
themselves whether or not the return target is reasonable or
achievable.
Disclaimers
This is a financial promotion and is not intended to be
investment advice. The content of this announcement, which has been
prepared by and is the sole responsibility of the Company, has been
approved by Panmure Gordon (UK) Limited, One New Change, London
EC4M 9AF ("Panmure Gordon") solely for the purposes of section
21(2)(b) of the Financial Services and Markets Act 2000 (as
amended) ("FSMA"). Capital is at risk in respect of any investment
made in the Company's shares.
This announcement is an advertisement and does not constitute a
prospectus and investors must subscribe for or purchase any shares
referred to in this announcement only on the basis of information
contained in the prospectus to be published by the Company in due
course and not in reliance on this announcement. Copies of the
prospectus will, when published, and subject to any applicable law,
be available for viewing at the National Storage Mechanism at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism and on the
Company's website. This announcement does not constitute, and may
not be construed as, an offer to sell or an invitation to purchase
investments of any description or a recommendation regarding the
issue or the provision of investment advice by any party. No
information set out in this announcement is intended to form the
basis of any contract of sale, investment decision or any decision
to purchase shares in the Company.
This announcement is not an offer to sell or a solicitation of
any offer to buy any securities in the Company in the United
States, Australia, Canada, New Zealand or the Republic of South
Africa, Japan, or in any other jurisdiction where such offer or
sale would be unlawful.
This communication is not for publication or distribution,
directly or indirectly, in or into the United States of America.
This communication is not an offer of securities for sale into the
United States. The securities referred to herein have not been and
will not be registered under the U.S. Securities Act of 1933, as
amended, and may not be offered or sold in the United States,
except pursuant to an applicable exemption from registration. No
public offering of securities is being made in the United
States.
The Company has not been and will not be registered under the US
Investment Company Act of 1940 (the "Investment Company Act") and,
as such, holders of the Company's securities will not be entitled
to the benefits of the Investment Company Act. No offer, sale,
resale, pledge, delivery, distribution or transfer of the Company's
securities may be made except under circumstances that will not
result in the Company being required to register as an investment
company under the Investment Company Act.
Moreover, the Company's securities will not be registered under
the applicable securities laws of Australia, Canada, the Republic
of South Africa, Japan or any member state of the EEA (other than
any member state of the EEA where the Company's securities may be
lawfully marketed). Subject to certain exceptions, the Company's
securities may not be offered or sold in Australia, Canada, the
Republic of South Africa, Japan or any member state of the EEA
(other than any member state of the EEA where the Company's
securities may be lawfully marketed) or to, or for the account or
benefit of, any national, resident or citizen of, Australia,
Canada, the Republic of South Africa, Japan or any member state of
the EEA (other than to professional investors in certain EEA member
states for which marketing approval has been obtained).
The information in this announcement is for background purposes
only and does not purport to be full or complete. No reliance may
be placed for any purpose on the information contained in this
announcement or its accuracy or completeness. No representation or
warranty, express or implied, is given by the directors of the
Company or any other person as to the accuracy of information or
opinions contained in this announcement and no responsibility is
accepted for any such information or opinions. The material
contained in this announcement is given as at the date of its
publication (unless otherwise marked) and is subject to updating,
revision and amendment. In particular, any proposals referred to
herein are subject to revision and amendment.
Panmure Gordon, which is authorised and regulated by the
Financial Conduct Authority, is acting exclusively for the Company
and for no -- one else in connection with the matters described in
this announcement and will not regard any other person as its
client and will not be responsible to anyone for providing the
protections afforded to its clients or providing any advice in
relation to the matters contained herein. Apart from the sponsor
responsibilities, if any, which may be imposed upon Panmure Gordon
by the FCA or under FSMA, or the regulatory regime established
thereunder, Panmure Gordon will not be responsible to anyone other
than the Company for providing the protections afforded to its
clients or for providing advice in relation to the arrangements
referred to in this announcement.
Kepler Cheuvreux, which in the United Kingdom benefits from a
temporary authorisation from, and is regulated by, the FCA, is
acting exclusively for the Company and for no-one else in
connection with the matters described in this announcement and will
not regard any other person as its client and will not be
responsible to anyone for providing the protections afforded to its
clients or providing any advice in relation to the matters
contained herein.
This announcement may include statements that are, or may be
deemed to be, "forward -- looking statements". These forward --
looking statements can be identified by the use of forward --
looking terminology, including the terms "believes", "estimates",
"anticipates", "expects", "intends", "may", "might", "will" or
"should" or, in each case, their negative or other variations or
similar expressions. All statements other than statements of
historical facts included in this announcement, including, without
limitation, those regarding the Company's financial position,
strategy, plans, proposed acquisitions and objectives, are forward
-- looking statements. These forward -- looking statements speak
only as at the date of this announcement and cannot be relied upon
as a guide to future performance.
None of the Company, the AIFM, the Investment Adviser, Panmure
Gordon and/or Kepler Cheuvreux, or any of their respective
affiliates, accepts any responsibility or liability whatsoever for,
or makes any representation or warranty, express or implied, as to
this announcement, including the truth, accuracy or completeness of
the information in this announcement (or whether any information
has been omitted from the announcement) or any other information
relating to the Company or associated companies, whether written,
oral or in a visual or electronic form, and howsoever transmitted
or made available or for any loss howsoever arising from any use of
the announcement or its contents or otherwise arising in connection
therewith. The Company, the AIFM, the Investment Adviser, Panmure
Gordon and/or Kepler Cheuvreux, and their respective affiliates,
accordingly disclaim all and any liability whether arising in tort,
contract or otherwise which they might otherwise have in respect of
this announcement or its contents or otherwise arising in
connection therewith.
Information to Distributors
Solely for the purposes of the product governance requirements
contained within PROD 3 of the PROD Sourcebook (the "Product
Governance Requirements"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the Product Governance
Requirements) may otherwise have with respect thereto, the Ordinary
Shares have been subject to a product approval process, which has
determined that the Ordinary Shares to be issued pursuant to the
Issue are: (i) compatible with an end target market of retail
investors and investors who meet the criteria of professional
clients and eligible counterparties, each as defined in COB 3.5 and
3.6 of the FCA's Conduct of Business Sourcebook; and (ii) eligible
for distribution through all distribution channels as are permitted
by the Product Governance Requirements (the "Target Market
Assessment").
Notwithstanding the Target Market Assessment, distributors
should note that: the price of the Ordinary Shares may decline and
investors could lose all or part of their investment; the Ordinary
Shares offer no guaranteed income and no capital protection; and an
investment in the Ordinary Shares is compatible only with investors
who do not need a guaranteed income or capital protection, who
(either alone or in conjunction with an appropriate financial or
other adviser) are capable of evaluating the merits and risks of
such an investment and who have sufficient resources to be able to
bear any losses that may result therefrom. The Target Market
Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation
to the Issue. Furthermore, it is noted that, notwithstanding the
Target Market Assessment, Panmure Gordon and Kepler Cheuvreux will
only procure investors who meet the criteria of professional
clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of the FCA's Conduct of Business Sourcebook; or
(b) a recommendation to any investor or group of investors to
invest in, or purchase, or take any other action whatsoever with
respect to the Ordinary Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Ordinary Shares and determining
appropriate distribution channels.
PRIIPS (as defined below)
ln accordance with the UK version of Regulation (EU) No
1286/2014 of the European Parliament and of the Council of 26
November 2014 on key information documents for packaged retail and
insurance-based investment products and its implementing and
delegated acts which is part of UK law by virtue of the European
Union (Withdrawal) Act 2018, as amended by The Packaged Retail and
Insurance-based Investment Products (Amendment) (EU Exit)
Regulations 2019 (the "PRIIPs Regulation"), the Company has
prepared a key information document (the "KID") in respect of the
Ordinary Shares. The KID will be made available by the Company to
"retail investors" at the same time as the publication of the
Prospectus and prior to them making an investment decision in
respect of the Ordinary Shares at
www.hydrogenonecapitalgrowthplc.com. If you are distributing
Ordinary Shares, it is your responsibility to ensure that the KID
is provided to any clients that are "retail clients".
The Company is the only manufacturer of the Ordinary Shares for
the purposes of the PRIIPs Regulation and none of the AIFM, the
Investment Adviser, Panmure Gordon or Kepler Cheuvreux are a
manufacturer for these purposes. None of the AIFM, the Investment
Adviser, Panmure Gordon or Kepler Cheuvreux make any
representation, express or implied, or accepts any responsibility
whatsoever for the contents of the KID prepared by the Company nor
accepts any responsibility to update the contents of the KID in
accordance with the PRIIPs Regulation, to undertake any review
processes in relation thereto or to provide the KID to future
distributors of Ordinary Shares. Each of the AIFM, the Investment
Adviser, Panmure Gordon and Kepler Cheuvreux and their respective
affiliates accordingly disclaim all and any liability whether
arising in tort or contract or otherwise which it or they might
have in respect of the key information document prepared by the
Company.
Investors should note that the procedure for calculating the
risks, costs and potential returns in the KID are prescribed by
laws. The figures in the KID may not reflect actual returns for the
Company and anticipated performance returns cannot be
guaranteed.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
ITFUPUWAMUPGGBP
(END) Dow Jones Newswires
July 05, 2021 02:00 ET (06:00 GMT)