CPH2, the UK-based green hydrogen technology and manufacturing company that has developed the IP-protected Membrane-Free Electrolyser (“MFE”), announces that it has entered into Deeds of Amendment (the “Amendments”) relating to the lock-in agreements agreed with Jon Duffy, CEO, and a number of other shareholders, including the Company’s founders, at the time of the Company’s admission to AIM in February 2022.
Under the terms of the Amendments, each of Jon Duffy, Clive Brook, Joe Scott, Nigel Williamson and Henry Price have agreed not to dispose of any of the Ordinary Shares held by them (or enter into a transaction with the same economic effect) before the earlier of:
(A) 12 months from 16 February 2023; or
(B) the completion of a Site Acceptance Test with one or more customers, to that customer’s satisfaction (covering full capacity ‘Mark 1’ MFE 220 customer owned units); or
(C) the closing mid-market share price of CPH2 being in excess of 55p for at least 20 consecutive trading days (together, the “Conditions”).
The Amendment agreed with Jon Duffy permits him to sell a limited number of Ordinary Shares to cover the cost of exercising any existing share options during the restricted period and the associated tax burden.
Each of the parties outlined above has also undertaken to not dispose of their Ordinary Shares in the 12-month period following the first satisfaction of any such Condition, other than through Cenkos Securities plc on an orderly market basis.
The Company has also entered into Amendments with Rodney Brook and Charles Munroe pursuant to which each individual has agreed not to dispose of more than 10 per cent. of their current holding prior to one of the Conditions being met.
In aggregate, the Amendments cover 97,424,617 Ordinary Shares in the Company, which equates to approximately 37% of the current issued share capital of the Company.