Share Name Share Symbol Market Type Share ISIN Share Description
Cmr Fuel Cells LSE:CMF London Ordinary Share GB00B0MKQ219 ORD 0.6P
  Price Change % Change Share Price Shares Traded Last Trade
  +0.00p +0.00% 15.00p 0 06:32:19
Bid Price Offer Price High Price Low Price Open Price
0.00p 0.00p - - -
Industry Sector Turnover (m) Profit (m) EPS - Basic PE Ratio Market Cap (m)
Electronic & Electrical Equipment - - - - 1.43

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Date Time Title Posts
11/6/201012:17CMR FUEL CELLS:::small ones325

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encarter: GREAT NEWS!!!!!!!! Embargoed Release: 07:00hrs Friday 19th December 2008 CMR Fuel Cells plc ("Company" or "CMR") Proposed return of cash by way of a tender offer and a special dividend, associated reduction of capital and cancellation of admission to AIM ("the Proposals") Introduction The Board of CMR Fuel Cells plc today announces proposals to effect a return to shareholders of a portion of its cash and cancel the Company's admission to AIM, alongside which the Company will reduce its cost base to allow the Company to continue its fuel cell development programme. Under the Proposals, which will be subject to both shareholder and Court approval, a tender offer will be made pursuant to which shareholders will be able to tender all or a portion of their shares to be purchased by the Company at a price of 20p per share. Shareholders who do not wish to tender their shares will, following completion of the tender offer, receive a special dividend in the region of 17p per share. There will be a limit on the total amount to be returned to shareholders in the region of £3.8 million, subject to further detailed analysis. So as to implement the proposals, the Company will need to effect a reduction of capital. It is also proposed that the Company's admission to AIM will be cancelled. It is intended that early in the New Year the Company will publish a circular setting out further details of the proposals, the reasons for them and their implications. The circular will also contain a notice convening a general meeting at which the approval of shareholders will be sought. It is expected that the proposals will become effective in March 2009. Background to the Proposals Commercial and technical progress The Company has made significant recent commercial and technical progress. As announced on 24 November 2008, the Company has signed an exclusive joint development agreement ("JDA") with a leading Asian original design manufacturer ("ODM"). The Company and the ODM have agreed to collaborate in the design and development of a stand-alone hybrid power system using both a battery and 25W direct methanol fuel cell charger intended for consumer use. In the opinion of the Board, the signing of the JDA, together with other recent developments, indicates that the Company remains on track to complete development of the hybrid fuel cell power supply product on which it has been working throughout 2008. The Company has also been developing a relationship with an international fuel cell company which may or may not lead to the Company acquiring some of its assets. Additionally, progress has been made in the development of an alkaline fuel cell. The Board hopes to be able to announce further progress in respect of these projects in due course. Taking into account the above factors, the Directors believe that the Company has a good prospect of achieving commercial success with the products that it is currently developing. Stock market conditions Throughout 2008, the share price of the Ordinary Shares has traded on AIM at a discount to the reported value of the net assets ("NAV") per Ordinary Share, as per the published historical financial statements of the Company. The NAV as reported in the Company's unaudited interim financial statements for the six months ended 30 June 2008 was approximately £8.1 million, equating to approximately 39.9 pence per Ordinary Share on an undiluted basis. The NAV on 30 June 2008 included approximately £7.5 million in cash. The closing mid-market price of the Ordinary Shares, however, has been at a substantial discount to the NAV per Ordinary Share in the range of 21 pence to 10 pence per Ordinary Share in the six month period from 18 June 2008 to 18 December 2008 (being the last practicable date prior to the date of this announcement). This share price performance has been disappointing and a source of frustration for the Board and also for some of the Company's shareholders. The Directors believe that the development of the business, in terms of strategic partnerships and underlying operational infrastructure, and the strength of the Company's management team, have not been adequately reflected in the value attributed by the public market to the Company's shares. The Directors believe the reasons for this under-valuation are multiple and complex, but include a lack of liquidity in the Company's shares (common to many small cap companies) and global economic uncertainty. Discussions with large shareholders and Board deliberations Against this background, the Board has spent significant time evaluating different strategic alternatives for the Company. These deliberations have taken into account the current financial position of the Company, the Company's progress towards the commercial success of its products, the current financial climate and the relative benefits compared to the ongoing costs of maintaining a listing on AIM. The Board has also taken into account the views of the Company's large shareholders, who have approached and engaged in a dialogue with the Board, as well as assessing the position of the company's shareholders as a whole. In particular, certain of the Company's large shareholders have explicitly expressed a desire for a return of all or a substantial portion of the Company's available cash. Following careful consideration of these factors with its advisers, the Board has decided that the Company should rationalise its business and focus on the development of hybrid DMFC power supplies for portable applications. As a result of such concentration of effort, the Board is in the process of streamlining the Company's business so as to reduce costs and generate additional savings. Implementation of the Proposals Following completion of the rationalisation of the Company's business, the Company will have funds above those required to meet its near term operational objectives. The Board therefore believes that it is an appropriate time to return, through the Tender Offer and special dividend, up to a maximum of around £3.8 million of cash to the Company's shareholders. This figure is subject to further detailed analysis and professional advice. In arriving at the level of cash available to be returned to Shareholders, the Board has taken account of the levels of funding remaining in the group to enable it to meet its current working capital requirements. The Board has also concluded that it would be in the best interests of the Company to cancel trading in the Company's shares on AIM and continue its growth trajectory away from the public market, at least in the near term. In particular such cancellation should allow the Company to grow without the pressure a quoted company may face to deliver short term performance over long term positioning and growth. The cancellation should also save the Company costs associated with being quoted and, importantly, will allow executive management more time to focus on driving the business forward. Ultimately, the Board believes that greater shareholder value will be derived by operating the Company's business off-market for the immediate future. The Board recognises that not all shareholders will be able or willing to continue to own shares in the Company following the Cancellation. The Tender Offer gives such shareholders an opportunity to dispose of or reduce their interest in the Company. Those shareholders who want to continue to own shares in the Company after it de-lists from AIM may do so and will still benefit in the proposed return of cash by receiving the special dividend. Future Financing Needs Following successful completion of the Proposals outlined in this announcement and which will be more fully explained in the circular, the Company does not expect to have sufficient funds to achieve in full its stated commercial objectives. The Company will therefore need to seek further financing in the medium term. Assuming that the Company does meet its obligation to deliver a prototype under the JDA with the Asian ODM in 2009, the Directors believe that re-financing the Company should at that time be feasible. There can however be no assurance that such a re-financing will be forthcoming. Cancellation of Admission If the required resolution is passed at the General Meeting, the Directors intend to cancel the admission of the Company's shares to trading on AIM. In accordance with the AIM Rules, cancellation of admission is conditional upon consent of not less than 75 per cent. of votes cast by shareholders at a general meeting. Such consent will be sought at a general meeting of shareholders. The time of the general meeting and the principal effects and timing of the cancellation will be set out in the circular to shareholders. Other matters Further information including details of the proposed amendments to the articles of association and the implications of certain provisions of the City Code on Takeovers and Mergers will be set out in the circular. Takeover Code Under Rule 37 of the Takeover Code (the "Code"), when a company purchases its own voting shares, any resulting increase in the percentage of shares carrying voting rights in which a person or group of persons acting in concert is interested will ordinarily be treated as an acquisition for the purposes of Rule 9 of the Code. Under Rule 9 of the Code, any person or group of persons acting in concert who: (i) are interested in less than 30 per cent. of the voting rights of the company and as a result of the share purchase by the company become interested in more than 30 per cent. of the voting rights in the Company; or (ii) are interested in more than 30 per cent. but less than 50 per cent. of the voting rights and as a result of the share purchase by the company become interested in an increased interest in voting rights would ordinarily be required to make a mandatory offer for the Company. Following this announcement, the Panel will be approached to establish to what extent there is a need to waive the requirement under Rule 37 for any shareholders in the Company to make a mandatory offer for the Company as a result of the Proposals. Under Rule 37, a person will not normally incur an obligation to make a mandatory offer unless that person is a director or acting in concert with any of the directors. However, any person who acquires an interest in shares following this announcement and does not then tender their shares under the Proposals may trigger obligations under Rule 9 of the Code in the event that following the tender offer that person has an interest of 30 per cent. or more in the new, reduced share capital of the Company. Due to the potential size of the tender offer, shareholders should be warned that a small current shareholding may result in them obtaining a controlling position if they do not tender their shares into the tender offer. Shareholders who acquire an interest in shares following this announcement and will not be tendering their shares should consult with the Panel as to the implications of Rules 9 and 37 of the Code prior to acquiring such interests. The Panel's contact details are provided at the end of this announcement.
jonwig: HP - there was very much a sweet spot with fuel cell launches at the time: ITM and CWR for example went to dizzy heights. CMF were well-publicised before IPO, too. Bush made a speech which laid out plans for renewables (which included hydrogen economy, fuel cells) but all that actually happened was biofuel. But very few of the companies are showing a healthy share price and some, such as VLR and PPS are on the verge of folding. An interesting one, hardly known or traded, is PTX. A US company which is doing work for the military there.
garth: In response to an email enquiry I made early this morning: Dear Mr...... We believe that one of our institutional investors had to raise money 'at any cost' and disposed a significant number of our shares as well as those from other stocks. In these days of low liquidity, the effect of this was strongly levered and affected the share price as we saw. We don't know of any other internal or external reason for this drop. We remain committed to the stategic direction that we outlined in the annual report and have significant cash reserves with which to continue developing products for portable fuel cells. The strategy and progress outlined in the 2007 report remain current. Regards John Halfpenny CEO, CMR Fuel Cells plc
jonwig: Cher - the share price was ~100p end-June. 47p was cash per share in the accounts. There seems to have been some two-way trade after the fall, unless the reporting is adrift. Still no wiser as to why it got savaged at 10am.
cher price: Heading for a long drawn out share decline??? Got there, I'd say! I take it you've had lots of experience investing in such companies jotoha1? Chin up everybody, things are progressing as planned (unless anyone's heard otherwise) and commercialisation will go ahead eventually (fingers crossed). Don't let the share price get you down ;-) Take a look at ACTA. Similar shaped graph, but not all downhill.
jonwig: Very positive words in the H1 results - reminds me of why I invested in these. One of two things caught my eye: • We expect to be able to announce more of this type of agreement, both on the customer and supplier sides of our business, in future reports. ie. like the Samsung JV. A Big Plan, I must suppose! • We currently anticipate that our cash reserves are sufficient for planned operations until late 2009. At 31 June 2007, assets totalled £10.3m (June 2006: £12.1m), of which £9.6m was held in cash and short term deposits (June 2006: £11.5m). So they've given a critical date. Combine this with: • We believe that many OEMs will field-trial Methanol powered portable fuel cell systems into Asian markets in 2008/9 ahead of mass-market launches from 2010 onwards. and we can see why end-2009 looms large. What will the share price be then?
jonwig: ElGordo - CMF floated its boat when fuel cell companies were all the rage; it's hard now to find ones whose share price has stayed high! The positive slant on that is that they raised plenty of money at the time, I suppose. The technology here could be world-beating, but the path towards that isn't so clear.
elgordo: Lack of news flow leaves little to discuss, and provides reason enough for the relentless share price decline. However... Jonwig - I recall from earlier postings that you obtained a copy of the prospectus after CMF floated. If you still have it, it would be interesting to know what it said about any lock-in periods for the major holders. If there were 12 month lock-ins, maybe this might help explain the southward trajectory since the beginning of the year?
jonwig: Yes, I'm still holding. No news to report, hence no posts from me! No news to report, hence soggy share price - well, I hope that's the reason.
jonwig: Hello Shavian. You're right that CMF have not been mentioned in the context of recent discussion after the Stern Report. I think that's because "we want it and we want it now" is the theme - what companies are on the cusp of delivering low emission technology? In the fuel cell universe, CWR are on everyone's list as they expect to commercialise soon and have the partnerships to help deliver on that. What they will offer, too, is very visible reductions in emissions and consumer energy costs. As for CMF, we're a lot further away from the goal, and replacing batteries with fuel cells isn't (yet) an urgent priority. And anyway, achieving the hoped-for power densities is by no means a certainty. Similarly, ITM haven't caught the imagination recently and regained their former glory - again, commercialisation is so far off. Paradoxically, a fuel cell company which is actually in the marketplace (VLR) has seen its shares at all-time lows just recently! Coming back to CMF, I hope we get technical updates before too long, as I was quite put out by the summer drop in the share price! By the way, I hold just CWR and CMF in this sector. I'm not all that keen on holding more companies, as I think there will be more losers than winners, and a wider exposure will just lead to a stodgy overall outcome.
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