On a mission to enable the decarbonisation of road transport by building hydrogen refuelling stations.
Business overview
Location | Skipton, United Kingdom |
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Social media | |
Website | www.element-2.co.uk |
Sectors | Energy Non-Digital B2B |
Company number | 12651834 |
Incorporation date | 8 Jun 2020 |
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*
Key features
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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