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Element 2

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On a mission to enable the decarbonisation of road transport by building hydrogen refuelling stations.

107%
 - 
Funded 29 Mar 2024
£350,000 target
£385,930 from 394 investors
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Business overview

Location Skipton, United Kingdom
Social media
Website www.element-2.co.uk
Sectors Energy Non-Digital B2B
Company number 12651834
Incorporation date 8 Jun 2020
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Investment summary

Type Convertible
Discount 20%
Share price N/A
Tax relief N/A
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Business highlights

  • Proven business model with growing revenues
  • £2.25m in grant funding in 2023
  • One of the UKs leading providers of hydrogen refuelling
  • CAGR of 270% from 2021 to 2023*
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Key features

  • Secondary Market
  • Nominee investment min. £20.00 +
  • Direct investment min. £100,000.00 +
  • Idea
  • Key Information
  • Team
  • Updates
  • Investors 394
  • Discussion
  • Documents

Learn more about convertible campaigns.

Idea

Introduction

Element 2 aims to transform the UK's transportation by establishing a network of hydrogen refuelling stations by 2027, using green hydrogen to decarbonise heavy transport. Leading truck manufacturers like Daimler, Volvo, Scania, Iveco, and rising stars HVS and Electra, are preparing to launch hydrogen vehicles. With increasing green hydrogen production, the main hurdle is the lack of refuelling infrastructure.

Element 2's mission is to bridge this gap by building refuelling stations across the UK. We believe our technology strategy is risk-averse, utilising proven and existing technologies and steering clear of proprietary or R&D uncertainties.

Our business model is designed to ensure resilience against a slow market adoption of hydrogen vehicles. Our management team brings in-depth expertise from technology, energy, and finance, backed by strong governance from our Board and Advisory Board. We believe that this comprehensive approach positions Element 2 at the forefront of sustainable transportation solutions.

Substantial accomplishments to date

Element 2 has already achieved significant milestones, demonstrating the effectiveness of its business strategy.

Key achievements include:

1. Completion of over 1400 refuelling events, showcasing our operational capability and growing market presence.

2. Establishment of 4 fueling sites since the company's inception, marking an expansion in infrastructure development.

3. Securing planning permission for 3 additional major forecourt sites in 2022 and 2023, further expanding our network.

4. Successful displacement of over 250 tonnes of CO2 since 2021, contributing to environmental sustainability by replacing diesel.

5. Achieving a 4X revenue growth from 2022 compared to 2021, with a Compound Annual Growth Rate (CAGR) of 270% from 2021 to year-to-date 2023.*

6. Operational deployment of hydrogen tankers across 4 national locations, enhancing our distribution capabilities.

7. Securing £2.25 million in grant funding in 2023, which is a testament to our growing recognition and support from external entities.

8. Achieving ISO 9001 and 14001 quality accreditations in 2022, underscoring our commitment to maintaining high operational standards.

*Based on unaudited management accounts

Monetisation strategy

Element 2 targets heavy goods vehicles and commercial fleets through long-term supply contracts. The company buys hydrogen from reputable production partners and retails it through its station network. Our customers are bound by 'take or pay' arrangements, ensuring consistent revenue and Element 2 aims for multi-year contract terms.

A significant aspect of our strategy involves owning and operating our own fleet of hydrogen transport trailers. This investment enables them to mitigate cost and logistics risks. We have a partnership with XPO, which provides drivers, route management, and trucks.

Additionally, Element 2 has developed mobile and permanent station solutions to retail their hydrogen. Customers are charged leasing costs and transport charges for the mobile solution, in addition to the hydrogen fees. As demand grows, Element 2 plans to finance the development of permanent stations, aiming for 10-year leases, to establish a more stable and long-term revenue stream.

Use of proceeds

Currently, demand for our refuelling services exceeds our supply capacity. The funds raised will enhance our refuelling capacity, enabling us to meet increasing customer demands and drive further growth. Specifically

68% goes to rental of hydrogen refuelling equipment to support new and existing customers

23% goes to purchasing hydrogen supplies for customers

6% for a project engineer to support the expansion and

4% on operating costs

Key Information

Convertible Key Terms

This investment round is being raised by way of a convertible loan note ("CLN").

The key terms that apply to the convertible are set out below and in more detail in the Key Terms document.

1. Maturity date: 14 January 2025

2. Interest rate: variable rate interest at 4% pa. above the Bank of England base rate

3. Conversion:

Triggers: Automatic conversion of investment plus interest into equity where:

- Equity round: where £10m or more of equity investment is raised;
- Change of control: where a controlling interest in the company is acquired;
- Asset sale: the sale of all / substantially all the company’s assets;
- RTO: where a reverse takeover occurs;
- IPO: where the company is listed on a stock exchange;
- Maturity Date: where the Maturity Date is reached and the lender majority elects to convert.

Conversion share price:

- Equity round: 20% discount on trigger round share price
- Change of control: 20% discount on the share price paid by the person acquiring the controlling interest;
- Asset sale: 20% discount to the sale price divided by the Shares in issue
- RTO: 20% discount on the share price paid by the listed entity acquiring the company;
- IPO: 20% discount on the listing price
- Maturity Date: a share price calculated by dividing £60m by the fully diluted equity

Share class: A Ordinary shares

4. Repayment of investment plus interest

Triggers:
- Maturity date: at the election of the lender majority
- Event of default (breach of agreement or insolvency etc): the noteholder is entitled to elect to have their loan and interest repaid

Outstanding convertible loans

The company has the following outstanding convertible loans, which may convert to equity after this round and dilute existing shareholders:

A CLN of £1.45m with the following key terms:

Interest rate: 8%
Discount: 30%
Maturity date: 10th May 2025

Conversion triggers and conversion price:
1. Change of control, Asset sale, or Listing:
- A conversion price of the lower of a) share price paid/sale price less 30% discount, b) a price per share based on the valuation of £100m divided by the number of existing shares.

2. Maturity date:
- A price per share based on a pre-money valuation of £50m

Outstanding debt

The company directors intend to loan the company between £350k-£400k in February 2024, for working capital purposes. This loan will be interest-free, and not repayable until after 2034. This loan will be sub-ordinated to, and rank behind for payment of, all other secured and unsecured loans and borrowings of the Company (including any convertible loan notes). If the Company undergoes liquidation, insolvency, or administration, the Loan will be considered settled, and neither the Company nor any other party will have any additional obligation to the lenders.

None of the funds raised in this round will be used to repay this loan.

Corporate Structure

This investment is into Element 2 Limited, the parent company of the group. The company has two subsidiaries:

1. Element 2 Trading Limited 88% owned by Element 2 Limited and 12% owned by one shareholder.
2. Element 2 Infrastructure Limited, wholly owned by Element 2 Limited.

Offline Investment

£216,000 of the investment reflected in this campaign was received by the Company in the 6 months prior to the launch of the investment round on Seedrs, and the Company has started putting this to use.

Related party services

The company has a service contract in place with AJH Emerging Technology Intelligence Ltd, which is owned by one of the company's directors and shareholders (6.2%), Andrew Hagan.

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If you successfully purchase a share lot of this business, you will be granted access.

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If you successfully purchase a share lot of this business, you will be granted access.

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Only shareholders can access this page

If you successfully purchase a share lot of this business, you will be granted access.

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Investing involves risks, including loss of capital, illiquidity, lack of dividends and dilution, and should be done only as part of a diversified portfolio. Please read the Risk Warnings before investing. Investments should only be made by investors who understand these risks. Tax treatment depends on individual circumstances and is subject to change in future.

This campaign for Element 2 has been approved by Seedrs Limited (trading as Republic Europe) ("Republic Europe", "us" or "we"), as of 14 February 2024 as a financial promotion. Republic Europe is authorised and regulated by the Financial Conduct Authority with firm reference number 550317. In approving this campaign, Republic Europe has concluded that the information, taken as a whole, is "fair, clear and not misleading." This means that for factual statements we have reviewed evidence of their accuracy, and that for aspirational statements we believe they are phrased appropriately in light of their speculative nature. You should note that in the case of factual statements, the evidence we review is provided by the business, and we do not audit it, which means that we may not be able to identify forged or altered evidence. You should further note that in the case of aspirational statements, the nature of the type of businesses presented on the Republic Europe platform is such that they are likely to have high ambitions, and we may approve statements that convey those ambitions even where we do not believe, or we do not have a view on whether it is likely, that they will be fully realised. The pre-money valuation and investment sought in the campaign are those set by the business: they are not reviewed or established by us, and the valuation is not an independent view of what the business is worth. Given the nature and type of businesses presented on the Republic Europe platform, it is possible that the business has very little cash remaining prior to receiving this investment, and the investment sought may be necessary for the business's on-going existence.

Republic Europe does not make investment recommendations to you. No communications from Republic Europe, through this website or any other medium, should be construed as an investment recommendation. Further, nothing on this website shall be considered an offer to sell, or a solicitation of an offer to buy, any security to any person in any jurisdiction to whom or in which such offer, solicitation or sale is unlawful. Republic Europe does not provide legal, financial or tax advice of any kind. If you have any questions with respect to legal, financial or tax matters relevant to your interactions with Republic Europe, you should consult a professional adviser.

Tax Relief (SEIS)

This business is eligible for SEIS relief - providing qualifying investors with income tax relief of 50% of their investment and certain other tax reliefs. Tax treatment depends on individual circumstances and is subject to change in future. Click to learn more.

Tax Relief (EIS)

This business is eligible for EIS relief - providing qualifying investors with income tax relief of 30% of their investment and certain other tax reliefs. Tax treatment depends on individual circumstances and is subject to change in future. Click to learn more.

Valuation (pre-money)

Valuation rounded from Convertible

This is the fully-diluted pre-money valuation of the business (i.e. before the new investment comes in and including issued options and other equity interests). In contrast, the post-money valuation is based on inclusion of the new investment in the value.

It is calculated as the pre-money valuation plus the amount of new investment. e.g. If Company A is ascribed a pre-money valuation of £1,200,000 by prospective investors investing £300,000, its post-money valuation is £1,500,000.

The investee business is responsible for setting its own valuation, it has not been prescribed by Seedrs.

Pitch type

Investing in a convertible campaign allows you to invest today, with your investment converting into equity in the future, at a discount compared to other investors.

Learn more about pitch type on Seedrs

Equity Offered

The equity offered is the percentage of the company’s shares being issued in return for the amount of investment raised.

When the amount raised is less than 100%, the equity offered is based on the target raise. Once the company has raised over 100% it is based on the total raised.

In some scenarios, entrepreneurs may accept additional direct investment after closing their Seedrs campaign. Provided this is within 6 months of the closing and on the same terms, we do not typically offer pre-emption rights on that extra investment (where you have the opportunity to invest again to maintain your percentage shareholding).

Learn more about investing and pre-emption rights.

Nominee investment

This shows if you are able to choose, when making an investment, that you be represented by, and your shareholding be managed by, the Nominee investment.

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Custodian

If you invest in this Campaign, Seedrs will act as Custodian rather than provide our standard nominee service. This is due to the fact that the business is not directly involved in the share sale and Seedrs will not benefit from any rights under a shareholder agreement. As a result, Seedrs will handle administrative tasks as we do normally, but you will not have information or voting rights, updates from the business, preemption on future fundraising, or ongoing support about business trading activity.

Learn more about Custodian here

Secondary market

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Direct investment

This is an option to invest and hold shares 'directly' in the company (rather than via the Nominee investment). This option is only available to those investing over the threshold amount, which is determined by the fundraising company.

If you choose to hold your shares directly, you will be responsible for any contractual or administrative arrangements with the company you are investing in.

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Payment options

We are not able to accept card payments for investments into this sector. You can pay for your investment by creating a bank transfer, using funds in your investment account or create a Pay by Bank payment. Your investment will only be completed once the funds have reached our account.

Business Involvement

This Campaign offers shares for sale in business that is not directly involved in this Campaign or the sale. As a result, the Campaign and post-investment experience, including investor rights, will differ from a business-led campaign on Seedrs. Most notably, the business will not engage with investors in the discussion forums both during and after the sale or provide any updates to investors.

Learn more here

Payment options

We are not able to accept Pay by Bank payments for investments into this sector. You can pay for your investment with a card payment, by creating a bank transfer or by using funds in your investment account. Your investment will only be completed once the funds have reached our account.

Drawdowns

This campaign offers the ability to pay for an investment by drawdowns.

Security Token

A security token is a digital asset that represents ownership or other rights. It is a digital form of traditional investments. In the future, you may be able to trade your investment through compatible exchanges.

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