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Board Changes and Grant of Share Options

18 Jun 2024 07:00

RNS Number : 7825S
CAP-XX Limited
18 June 2024
 

18 June 2024

CAP-XX Limited

("CAP-XX" or "the Company")

Board Changes and Grant of Share Options

The Board of CAP-XX Limited, a world leader in the design and manufacture of supercapacitors and energy management systems, is pleased to announce the appointment of Dr Graham Cooley, Peter Fraser and Dr Anthony Sive as Non-Executive Directors of the Company with immediate effect.

Highlights

§ Appointment of three experienced Non-Executive Directors

§ Restructured Board strengthens business development, financial and corporate governance experience, in conjunction with recent appointment of Joanna Morbey as Company Secretary

§ Comprehensive Capital Markets update to be held following publication of the Company's results for the year ending 30 June 2024

§ Grant of options to certain PDMRs and employees

 

A Strengthened Board

Dr Graham Cooley, Peter Fraser and Dr Anthony Sive will join the CAP-XX Board with immediate effect. The CAP-XX board restructuring strengthens the Company's capabilities and corporate governance for the next stage of its growth and is a further step in the corporate transformation of CAP-XX led by the Chairman, Pat Elliott and the Chief Executive, Lars Stegmann.

Pat Elliott, Chairman of CAP-XX, commented: "I am delighted to be welcoming Graham, Peter and Anthony to the CAP-XX board. They bring extensive and very relevant experience which will prove invaluable as we further exploit the opportunities in numerous applications for the CAP-XX supercapacitor technologies."

Lars Stegmann, Chief Executive of CAP-XX, commented: "FY2024 has been a period of growth, strategic integration and achievement. We have strengthened our leading position in the market, expanded our capabilities and positioned ourselves for further success. At CAP-XX, our primary focus is to optimise production and maximise the commercial applications of our current and emerging technologies. We are dedicated to expanding our global network to leverage strong market growth and are committed to enhancing our margins and cash flow. I look forward to working with the new board to achieve these goals."

Information on new Directors and Company Secretary

Dr Graham Cooley brings a wealth of relevant experience and knowledge to the CAP-XX Board through his background in the power, energy storage and hydrogen sectors over more than 35 years. He was previously Business Development Manager at National Power plc, the UK's largest power generator, and CEO of ITM Power plc, the first hydrogen related company quoted on AIM. Dr Cooley has been involved in a wide range of corporate transactions, including ones that have raised over £600m for UK cleantech SMEs. He also has a track record of forging industrial partnerships and entering new markets. He has been an active investor in AIM UK cleantech companies for over a decade and holds a PhD in Materials Physics, a MBA and has several fellowship appointments.

Peter Fraser is a qualified chartered accountant with over 30 years of experience in investment banking and corporate advisory. He currently provides ad hoc financial consulting services to corporates and holds a consulting arrangement with Henslow, the Australian member of global advisory network, Oaklins. Peter has extensive expertise in M&A, corporate strategy and capital raisings. His recent advisory roles include working with technology companies specialising in mobile communications and high-tech materials. Throughout his career, Peter has engaged in significant transactions across diverse sectors, including media, technology, healthcare and mining, with a global reach spanning Australia, New Zealand, Japan, South Africa, the USA, the UK, and Europe.

Dr Anthony Sive has over three decades of international business experience and is a seasoned executive. Anthony is committed to social responsibility, governance and strategic oversight. He leverages technology and human ingenuity to drive innovation and uphold ethical standards. His notable achievements include leading several significant business transformations, growing revenues and executing major projects, all while focusing on creating substantial shareholder value. Anthony has a PhD in fluid dynamics, an MCom in advanced finance, is a chartered professional engineer with Engineers Australia and a graduate member of the Australian Institute of Company Directors.

Joanna Morbey has been appointed as Company Secretary of CAP-XX. A member of Chartered Accountants Australia and New Zealand (CA ANZ), she brings over 20 years of professional experience in accounting and company secretarial roles across various industries, including investment banking, property development, and mineral exploration. Joanna has served as Company Secretary for several listed companies in Australia, including Ioneer Ltd, Argonaut Resources NL, and Tamboran Resources Ltd. Her extensive background in corporate governance and compliance is expected to greatly benefit CAP-XX as it expands its operations and strengthens its market position.

Structure for the Committees of the Board

Following the appointments of the three Non-Executive Directors, CAP-XX will be reviewing the composition of the Company's Audit Committee and Remuneration Committee.

Grant of Share Options

The Company has today granted options ("Options") over ordinary shares of no par value in the Company ("Ordinary Shares") to the following Directors of the Company.

Name / Position

Number of Options over Ordinary Shares

Lars Stegmann / Chief Executive Officer

80,000,000

Peter Fraser / Non-Executive Director

10,000,000

Dr Anthony Sive / Non-Executive Director

10,000,000

Steen Feldskov / Non-Executive Director

10,000,000

Dr Graham Cooley / Non-Executive Director

10,000,000

Patrick Elliott / Chairman

10,000,000

 

The exercise price of the Options is 0.08p, being the closing mid-market price of an Ordinary Share on 17 June 2024, the last practicable date prior to the grant of the Options.

In addition to the grant of Options to the Directors set out above, the Company is proposing to grant up to a further 40,000,000 Options to employees of the Company. Following these grants of Options, the total number of options outstanding over Ordinary Shares in the Company will be 227,000,000.

The FCA notification, made in accordance with the requirements of the UK Market Abuse Regulation, is appended further below.

Further disclosures pursuant to Rule 17 and Schedule Two, paragraph (g) of the AIM Rules for Companies:

Dr Graham Edward Cooley

The following information regarding the appointment of Dr Graham Edward Cooley, aged 60, is disclosed under Schedule 2(g) of the AIM Rules for Companies:

Current directorships and/or partnerships

Past directorships and/or partnerships (within the last five years)

Light Science Technologies Holdings plc

ITM Power plc

Brigantia Capital Ltd

H2 Green Ltd

Cadent Gas Limited

ITM Power (Trading) Limited

Quadgas Holdco Limited

ITM Power (Shelfco) Limited

Quadgas Investments Bidco Limited

ITM Power (Research) Limited

Quadgas Midco Limited

Motive Fuels Limited

Quadgas Pledgeco Limited

Nanosun Limited

Yelooc Limited

Orkney Hydrogen Trading Ltd

LSTH Trustee Limited

Renewable UK Association

Light Science Technologies Ltd

Tomtech (UK) Limited

LSTH IFB Limited

UK Circuits and Electronics Solutions Limited

UK Circuits and Electronics Solutions Holdings Limited

Quadgas Holdings Topco Limited (UK)

Quadgas Holdings Topco Limited (Jersey)

 

Nanosun Limited entered into director led administration on 6 February 2024 and on the same date, a pre-pack sale of the business and certain assets was completed.

Dr Cooley currently holds 355,000,000 Ordinary Shares, representing 12.21% of the Company's issued Ordinary Share capital. In conjunction with his appointment, Dr Cooley has been granted Options as set out above.

Mr Peter Fraser

The following information regarding the appointment of Peter Munro Fraser, aged 64, is disclosed under Schedule 2(g) of the AIM Rules for Companies:

Current directorships and/or partnerships

Past directorships and/or partnerships (within the last five years)

Suilven Pty Ltd (Australia)

Baron Partners Limited (Australia)

Slioch Pty Ltd (Australia)

Baron Nominees Pty Limited (Australia)

 

In conjunction with his appointment, Mr Fraser has also been granted Options as aet out above.

Dr Anthony Sive

The following information regarding the appointment of Dr Anthony Wyndham Mandy Sive, aged 65, is disclosed under Schedule 2(g) of the AIM Rules for Companies:

Current directorships and/or partnerships

Past directorships and/or partnerships (within the last five years)

Cloud Hill Investments Pty Ltd (Australia)

Akabar Just Go Pty Ltd (Australia)

Steel Reinforcement Institute of Australia

 

In conjunction with his appointment, Dr Sive has been granted Options as set out above.

Save as set out above there are no further disclosures pursuant to Rule 17 or Schedule Two paragraph (g) of the AIM Rules for Companies in respect of the appointment of Dr Graham Cooley, Peter Fraser and Dr Anthony Sive.

For further information contact:

CAP-XX Limited

Pat Elliott (Chairman) +61 (2) 9420 0690

Lars Stegmann (Chief Executive Officer)

 

Allenby Capital (Nominated Adviser and Joint Broker)

David Hart / Piers Shimwell (Corporate Finance)  +44 (0) 20 3328 5656

Tony Quirke / Stefano Aquilino (Sales and Corporate Broking)

 

Notes to Editors:

CAP-XX (LSE: CPX) is a leader in the design and manufacture of thin, flat supercapacitors and energy management systems used in portable and small-scale electronic devices, and to an increasing extent, in larger applications such as automotive and renewable energy. The unique feature of CAP-XX supercapacitors is their very high power density and high energy storage capacity in a space-efficient prismatic package. These attributes are essential in power-hungry consumer and industrial electronics, and deliver similar benefits in automotive and other transportation applications. For more information about CAP-XX, visit www.cap-xx.com

 

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them.

1.

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

1) Lars Stegmann

2) Peter Fraser

3) Dr Anthony Sive

4) Steen Feldskov

5) Dr Graham Cooley

6) Patrick Elliott

2.

Reason for the Notification

a)

Position/status

1) Chief Executive Officer

2) Non-Executive Director

3) Non-Executive Director

4) Non-Executive Director

5) Non-Executive Director

6) Chairman

b)

Initial notification/Amendment

Initial Notification

3.

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

CAP-XX Limited

b)

LEI

213800HECUSIYXH3WN26

4.

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

a)

Description of the Financial instrument, type of instrument

Ordinary shares of no par value each

Identification code

ISIN: AU0000XINAS1

b)

Nature of the transaction

Grant of options

c)

Price(s) and volume(s)

Exercise Price(s)

Volume(s)

1) 0.08 pence per share

80,000,000

2) 0.08 pence per share

10,000,000

3) 0.08 pence per share

10,000,000

4) 0.08 pence per share

10,000,000

5) 0.08 pence per share

10,000,000

6) 0.08 pence per share

10,000,000

d)

Aggregated information:

-Aggregated volume

-Price

n/a

e)

Date of the transaction

17 June 2024

f)

Place of the transaction

Outside of a trading venue

 

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
 
 
BOAFFFEIRIIDLIS
Date   Source Headline
18th Jun 20247:00 amRNSBoard Changes and Grant of Share Options
20th May 20247:00 amRNSHolding(s) in Company
13th May 20247:00 amRNSHolding(s) in Company
7th May 202410:10 amRNSHolding(s) in Company
7th May 20247:00 amRNSTrading Update
1st May 202411:08 amRNSHolding(s) in Company
30th Apr 20245:00 pmRNSTotal Voting Rights
25th Apr 20249:24 amRNSHolding(s) in Company
24th Apr 20245:04 pmRNSN05/24 - CAP-XX Limited - Restoration of trading
23rd Apr 20248:36 amRNSResult of General Meeting
8th Apr 20249:12 amRNSLitigation with Kyocera AVX settled
28th Mar 20245:00 pmRNSTotal Voting Rights
27th Mar 20248:22 amRNSSuspension of trading
27th Mar 20247:29 amRNSN04/24 - CAP-XX Limited - Suspension of trading
25th Mar 20247:00 amRNSResult of Retail Offer and Total Voting Rights
22nd Mar 20247:00 amRNSResult of Placing and Notice of General Meeting
21st Mar 20244:40 pmRNSREX Retail Offer
21st Mar 20244:35 pmRNSProposed Placing and Subscription to raise £2.0m
21st Mar 20249:00 amRNSLitigation Settlement Agreement with Tesla, Inc
19th Mar 202412:31 pmRNSHolding(s) in Company
18th Mar 20242:56 pmRNSHolding(s) in Company
15th Mar 202412:50 pmRNSHolding(s) in Company
15th Mar 20247:07 amRNSHolding(s) in Company
14th Mar 20247:00 amRNSUpdate on litigation
13th Mar 20247:00 amRNSCorporate Update
12th Mar 20247:00 amRNSRetirement of CFO
28th Feb 20247:00 amRNSUpdate on litigation and trading
19th Feb 20247:00 amRNSCessation of appeals process
1st Feb 20247:00 amRNSInterim Results
29th Jan 20247:00 amRNSUpdate on Patent Infringement
22nd Jan 202412:57 pmRNSChange of Joint Broker
10th Jan 20247:02 amRNSUpdate on IP and appeals process
29th Dec 20231:00 pmRNSTotal Voting Rights
21st Dec 20237:00 amRNSTrading Update
18th Dec 20237:00 amRNSUpdate on Patent Infringement
7th Dec 20237:00 amRNSCAP-XX finalises two new patents
5th Dec 20237:00 amRNSIssue of Shares and Director/PDMR Shareholdings
1st Dec 20237:00 amRNSUpdate re. R&D rebate and other matters
29th Nov 20237:00 amRNSHolding(s) in Company
22nd Nov 202311:29 amRNSHolding(s) in Company
3rd Nov 20239:05 amRNSResult of AGM and Directorate Change
3rd Nov 20237:05 amRNSAGM Trading Update
26th Oct 20232:05 pmRNSHolding(s) in Company
13th Oct 20239:45 amRNSNotice of AGM
4th Oct 20237:00 amRNSExpansion of sales operations
29th Sep 20237:00 amRNSAudited results for the year ended 30 June 2023
14th Sep 202312:29 pmRNSHolding(s) in Company
2nd Aug 20237:00 amRNSPre-close Trading Update and Notice of Results
31st Jul 20239:53 amRNSHolding(s) in Company
18th Jul 202310:27 amRNSUpdate on Patent Infringement

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