Placing and Subscription (1862G)

TIDMCAP

RNS Number : 1862G

Clean Air Power Limited

09 May 2011

 
 For Immediate Release   9 May 2011

Clean Air Power Ltd

("CAP" or the "Company")

Placing and Subscription of 21,048,276 new Common Shares at 7.25 pence per share

Introduction

Clean Air Power Limited (AIM:CAP), the developer and provider of Dual-Fuel(TM) combustion technology for heavy duty diesel engines is please to announce that it has placed 12,389,655 Placing Shares and issued a further 8,658,621Subscription Shares, all at an Issue Price of 7.25 pence per new Common Share, with certain institutional and other investors to raise approximately GBP1.5 million before expenses.

Background to and reasons for the Placing

The net proceeds of the Placing and Subscription will be used to supplement working capital and to support certain existing and potential new projects.

Information on the current trading and outlook for the business is detailed in the Preliminary Results as released today.

Details of the Placing and Subscription

The Company has raised GBP1.5 million, by way of a Placing and Subscription of 21,048,276 new Common Shares at the Issue Price of 7.25 pence per new Common Share.

The Placing Shares and Subscription Shares will represent approximately 22.2 per cent. of the share capital of the Company as enlarged by the Placing and the Subscription. The Issue Price of 7.25 pence per new Common Share represents a 3 per cent. discount to the closing mid market price of 7.5 pence per new Common Share on 6 May 2011, being the latest practicable date prior to the publication of this document.

The Company has entered into agreement directly with certain investors who will be issued Subscription Shares by the Company. The Subscription Shares will be issued to those subscribers on the same terms as the Placing Shares and will carry the same rights.

The Placing and Subscription Shares are being issued out of the Company's

current authorities.

Application has been made to the London Stock Exchange for the new Common Shares to be admitted to trading on AIM. It is expected that admission of the new Common Shares to trading on AIM will become effective and that trading in the 21,048,276 Placing and Subscription Shares will commence on AIM at 8.00 a.m. on 12 May 2011. Following Admission the company will have a total of 95,025,520 Common Shares in issue.

It is expected that share certificates for the Placing Shares and the Subscription Shares which are to be held in certificated form will be dispatched to placees by 31 May 2011. The Placing Shares will be in registered form and no temporary documents of title will be issued.

Related party transaction

Credit Suisse, a current Shareholder of 21,704,058 existing Common Shares, representing 29.34 per cent. of the existing share capital is considered to be a related party as defined under the AIM Rules by virtue of its shareholding.

Immediately following admission of the new Common Shares, Credit Suisse will hold 25,841,989 new Common Shares representing approximately 27.19 per cent. of the enlarged share capital and of the voting rights attaching to such capital. Credit Suisse's participation in the Subscription is considered to be a related party transaction for the purposes of AIM Rule 13, and the Directors, having consulted with Seymour Pierce Limited, the Company's nominated adviser, consider the terms on which Credit Suisse is participating in the Subscription to be fair and reasonable insofar as the Company's Shareholders are concerned.

Directors Participation

All of the Directors have agreed to participate in the Placing on the basis set out below:-

 
                                                  Shareholding      Percentage 
                                                     following     of Enlarged 
                      Existing   No of Placing     Placing and    Issued Share 
 Name                  Holding          Shares    Subscription         Capital 
---------------  -------------  --------------  --------------  -------------- 
 John Pettitt        1,000,705         275,862       1,276,567            1.34 
---------------  -------------  --------------  --------------  -------------- 
 Peter Rowse           152,946          27,586         180,532            0.19 
---------------  -------------  --------------  --------------  -------------- 
 Rodney 
  Westhead             114,143          68,966         183,109            0.19 
---------------  -------------  --------------  --------------  -------------- 
 Ulrich Wohr            97,143          68,966         166,109            0.17 
---------------  -------------  --------------  --------------  -------------- 
 Karl Schaller               -          24,631          24,631            0.03 
---------------  -------------  --------------  --------------  -------------- 
 Bernard Lord           40,000         206,897         246,897            0.26 
---------------  -------------  --------------  --------------  --------------

Enquiries:

 
Clean Air Power Limited  Tel: +44 (0)1772 624 499 
John Pettitt, 
Peter Rowse 
 
 
 
Seymour Pierce Limited (Nominated  Tel: +44 (0) 20 7107 8000 
 Adviser) 
Freddy Crossley 
Mark Percy 
 
Corporate Broking 
David Banks 
 
Buchanan Communications            Tel: +44 (0) 20 7466 5000 
Charles Ryland / Ben Romney

Notes to Editors:

About Clean Air Power

Clean Air Power is the developer and provider of Dual-Fuel(TM) combustion technology for heavy duty diesel engines. Dual-Fuel(TM) engines substantially cut fuel costs and carbon emissions without sacrificing the original engine's characteristic efficiency or reliability. Clean Air Power is well positioned to assist corporations and governments to deliver on their environmental commitments while at the same time reducing transport operators overheads.

Further information on Clean Air Power is available at www.cleanairpower.com

This information is provided by RNS

The company news service from the London Stock Exchange

END

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