TIDMVLS
RNS Number : 9925Q
Velocys PLC
24 June 2020
THIS ANNOUNCEMENT (INCLUDING THE APPIX) (TOGETHER, THE "ANNOUNCEMENT") AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE
OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES OF AMERICA, NEW ZEALAND,
AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH
SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.
Velocys plc
("Velocys" or the "Company")
24 June 2020
Proposed fundraise
Velocys plc (VLS.L), the sustainable fuels technology company, is pleased to announce that
it intends to raise a minimum of GBP10 million (gross) by way of a conditional placing, retail
offer and open offer (together, the "Fundraise") of new ordinary shares in the capital of
the Company (the "New Ordinary Shares") at a price of between 5 and 7 pence per ordinary share
(the "Offer Price").
Highlights:
* Intention to raise gross proceeds of a minimum of
GBP10 million.
The Company considers it important to be able to take advantage of investor demand should
investors wish to participate in the Fundraise in excess of GBP10 million. Therefore, the
Company may increase the amount proposed to be raised pursuant to the Fundraise, in agreement
with Numis and Canaccord.
* The Placing, to be conducted by way of an accelerated
bookbuild, will launch with immediate effect.
-- Numis Securities Ltd ("Numis"), Canaccord Genuity Limited ("Canaccord") and Turner Pope
Investments (TPI) Ltd. ("TPI") are each acting as joint brokers in connection with the Placing.
The Fundraise is not being underwritten. Radnor Capital Partners ("Radnor") and Peat & Co
("Peat & Co) are acting as Placing Agents.
* The Directors of the Company intend to subscribe for
an aggregate of GBP 60,000 through the Placing.
-- The offer of New Ordinary Shares will be made by the Company on the PrimaryBid platform
(the "Retail Shares") at the Offer Price (the "Retail Offer"), to provide retail investors
with an opportunity to participate. A separate announcement will be made shortly regarding
the Retail Offer and its terms.
-- The Open Offer will be made by the Company to Eligible Shareholders at the Offer Price.
Further details of the Open Offer, including the terms and conditions, will be made available
to shareholders separately in the circular to be published by the Company in connection with
the Fundraise.
-- The Directors intend to use the net proceeds of the Fundraise of a minimum of GBP10 million
to complement funding commitments already made by British Airways and Shell as follows: (i)
to further strengthen its intellectual property and trade secrets protection, working capital
and central costs for up to one year; (ii) to complete the process engineering phase of FEED
for the Altalto Immingham Project until the first quarter of 2021; (iii) to complete the fund
raising for the Mississippi Bio-refinery Project and launch the associated FEED; (iv) to evaluate
and design a de-bottlenecking of the reactor core manufacturing line in the United States
to reach a production capacity of more than 12 Fischer-Tropsch reactors per year (twice the
current capacity); and (v) to implement learnings from a post-operative analysis from the
demonstration reactors for the benefit of our clients via updated operating manuals and training.
* The Directors intend to use any net proceeds of the
Fundraise in excess of GBP10 million to extend the
Company's cashflow runway, maintain a reasonable
balance sheet as well as to accelerate the upgrading
of the reactor manufacturing capability, including to
implement lean manufacturing, full automation of
certain welding steps and potentially the three
dimensional printing of certain sub-components.
* The Fundraise is conditional (amongst other things)
upon the passing of certain resolutions. A General
Meeting is therefore being convened for the purpose
of considering the Resolutions at 10.30 a.m. on 14
July 2020 at Magdalen Centre, Robert Robinson Avenue,
The Oxford Science Park, Oxford OX4 4GA.
* The New Ordinary Shares when issued, will be fully
paid and will rank pari passu in all respects with
each other and with the existing ordinary shares of
the Company.
Details of the Placing
The placing of New Ordinary Shares (the "Placing Shares") at the Offer Price (the "Placing")
will be conducted through an accelerated bookbuilding process (the "Bookbuild"), which will
be launched immediately following this announcement and is subject to the terms and conditions
set out in Appendix I to this announcement. The Company r eserves the right to increase or
reduce the amount proposed to be raised pursuant to the Fundraise, in agreement with Numis
and Canaccord.
The timing of the closing of the book and allocations are at the absolute discretion of Numis,
Canaccord and the Company. Details of the Offer Price and the number of Placing Shares and
Retail Shares, as well as the size of the Open Offer will be announced as soon as practicable
after the close of the Bookbuild.
Expected Timetable of Principal Events
Record Date for the Open Offer 5 p.m. on 23 June
2020
Announcement of the Placing and Open Offer 24 June 2020
Announcement of the Retail Offer 24 June 2020
Announcement of results of the Placing, the 25 June 2020
Retail Offer and the size of the Open Offer
Dispatch of the circular and Application 26 June 2020
Form
Ex-Entitlement Date 8.00 a.m. on 26
June 2020
Basic Entitlements and Excess Entitlements on or as soon as
credited to stock accounts in CREST for Eligible possible after 8.00
CREST Shareholders a.m. on 29 June
2020
Latest recommended time and date for requested 4.30 p.m. on 7 July
withdrawal of Basic Entitlements and Excess 2020
Entitlements from CREST
Latest time and date for depositing Basic 3.00 p.m. on 8 July
Entitlements and Excess Entitlements into 2020
CREST
Latest time for splitting Application Forms 3.00 p.m. on 9 July
(to satisfy bona fide market claims only) 2020
Last time and date for receipt of Form of 10.30 a.m. on 10
Proxy July 2020
Latest time and date for receipt of Application 11.00 a.m. on 13
Form and payment in full under the Open Offer July 2020
or settlement of relevant CREST instructions
(as appropriate)
General Meeting 10.30 a.m. on 14
July 2020
Announcement of results of the General Meeting 14 July 2020
and Open Offer
Admission and dealings in the VCT Shares 8.00 a.m. on 15
to commence on AIM July 2020
CREST accounts credited with the VCT Shares 15 July 2020
Admission and dealings in the General Placing 8.00 a.m. on 16
Shares, the Retail Shares and the Open Offer July 2020
Shares to commence on AIM
CREST accounts credited with the General 16 July 2020
Placing Shares, the Retail Shares and the
Open Offer Shares
Definitive share certificates for the New w/c 20 July 2020
Ordinary Shares to be dispatched (if required)
If any of the details contained in the timetable above should change, the revised time and
dates will be notified to Shareholders by means of a Regulatory Information Service (as defined
in the AIM Rules ). All events listed in the above timetable following the General Meeting
are conditional on the passing of the Resolutions at the General Meeting and assume that the
General Meeting is not adjourned.
In this announcement, all references to times and dates are to those observed in London, United
Kingdom.
- Ends -
For further information, please contact: Velocys
Henrik Wareborn, CEO
Andrew Morris, CFO
Lak Siriwardene, Head of Communications &
Sustainability +44 1865 800821
Numis Securities (Nomad and joint broker)
Stuart Skinner
Emily Morris
Alamgir Ahmed +44 20 7260 1000
Canaccord Genuity (Joint broker)
Henry Fitzgerald-O'Connor
James Asensio +44 20 7523 8000
Turner Pope Investments (Joint broker)
James Pope
Radnor Capital (Investor relations) +44 20 3657 0050
Joshua Cryer
Iain Daly +44 20 3897 1830
Field Consulting (PR)
Robert Jeffery +44 20 7096 7730
Certain information contained in this announcement would have constituted inside information
(as defined by Article 7 of Regulation (EU) No 596/2014) prior to its release as part of this
Announcement. The person responsible for arranging the release of this Announcement on behalf
of the Company is Andrew Morris, CFO of the Company.
This Announcement should be read in its entirety. In particular, you should read and understand
the information provided in the "Important Notices" section of this Announcement. Investors
who
have chosen to participate in the Placing, by making an oral or written offer to acquire Placing
Shares, will be deemed to have read and understood this Announcement in its entirety (including
the Appendix) and to be making such offer on the terms and subject to the conditions herein,
and to be providing the representations, warranties, agreements, acknowledgements and undertakings
contained in the Appendix.
Notes to Editors
Velocys is an international UK-based sustainable fuels technology company. Velocys designed,
developed and now licenses proprietary Fischer-Tropsch technology for the generation of clean,
low carbon, synthetic drop-in aviation and road transport fuel from municipal solid waste
and residual woody biomass.
Velocys is currently developing two reference projects: one in Natchez, Mississippi, USA (incorporating
Carbon Capture, Utilisation and Storage) and one in Immingham, UK, to produce fuels that significantly
reduce both greenhouse gas emissions and key exhaust pollutants for aviation and road transport.
Originally a spin-out from Oxford University, in 2008 the company acquired a US company based
on complementary technology developed at the Pacific Northwest National Laboratory. Velocys
is headquartered in Oxford in the United Kingdom.
www.velocys.com
This announcement does not constitute an offer to buy, acquire or subscribe for, or the solicitation
of an offer to buy, acquire or subscribe for, Placing Shares, Open Offer Shares or Retail
Shares or an invitation to buy, acquire or subscribe for the Placing Shares, Open Offer Shares
or Retail Shares in any jurisdiction. This announcement has not been filed with, examined
or approved by the Financial Conduct Authority or the London Stock Exchange or any other regulatory
authority.
Numis Securities Limited ("Numis"), which is authorised and regulated in the United Kingdom
by the Financial Conduct Authority and is a member of the London Stock Exchange, is acting
as nominated adviser and joint broker to the Company for the purposes of the AIM Rules. Canaccord
Genuity Limited ("Canaccord"), which is authorised and regulated in the United Kingdom by
the Financial Conduct Authority and is a member of the London Stock Exchange, is acting as
joint broker to the Company for the purposes of the AIM Rules. Numis and Canaccord are each
acting exclusively for the Company in connection with the Placing, and will not be responsible
to anyone other than the Company for providing the protections afforded to their respective
clients or for providing advice in relation to the proposals in this announcement or any other
matter referred to in this announcement. Neither Numis nor Canaccord have authorised the contents
of this announcement for any purpose and, without limiting the statutory rights of any person
to whom this announcement is issued, no representation or warranty, express or implied, is
made by either Numis or Canaccord as to any of the contents or completeness of this announcement.
This announcement contains (or may contain) certain forward-looking statements with respect
to certain of the Company's current expectations and projections about future events. These
statements, which sometimes use words such as "anticipate", "believe", "intend", "estimate",
"expect" and words of similar meaning, reflect the directors' beliefs and expectations and
involve a number of risks, uncertainties and assumptions that could cause actual results and
performance to differ materially from any expected future results or performance expressed
or implied by the forward-looking statement. Statements contained in this announcement regarding
past trends or activities should not be taken as a representation that such trends or activities
will continue in the future. The Information contained in this announcement Is subject to
change without notice and neither Numis, Canaccord nor, except as required by applicable law,
the Company assumes any responsibility or obligation to update publicly or review any of the
forward-looking statements contained herein. You should not place undue reliance on forward-looking
statements, which speak only as of the date of this announcement.
The distribution of this announcement outside the United Kingdom may be restricted by law
and therefore any persons outside the United Kingdom into whose possession this announcement
comes should inform themselves about and observe any such restrictions as to the Placing,
the Open Offer, the Retail Offer, the Placing Shares, the Open Offer Shares, the Retail Shares
and the distribution of this announcement. Any failure to comply with such restrictions may
constitute a violation of the securities laws of any jurisdiction outside of the United Kingdom.
This announcement does not constitute an offer to sell or an invitation to subscribe for,
or the solicitation of an offer to buy or to subscribe for, shares in any jurisdiction in
which such an offer or solicitation is unlawful. In particular, this announcement is not for
release, publication or distribution, directly, or indirectly, in whole or in part, in, into
or from the United States, Australia, New Zealand, Canada, the Republic of South Africa, Japan
or to any US Person, or any national, resident or citizen of Australia, New Zealand, Canada,
the Republic of South Africa or Japan. No offering of Placing Shares, or any other securities
of the Company, is being made in the United States and this announcement, and the information
contained herein, does not constitute an offer to sell or a solicitation of an offer to buy
any Placing Shares, Open Offer Shares, Retail Shares or any other securities of the Company
in the United States.
No person has been authorised to give any information or to make any representation other
than those contained in this announcement (or the circular to be sent to Shareholders today)
in connection with the Placing, the Retail Offer, the Open Offer and Admission and, if given
or made, such information or representation must not be relied upon as having been authorised
by or on behalf of the Company, Numis or Canaccord or any of their respective directors, employees
or officers.
Information to Distributors
Solely for the purposes of the product governance requirements of Directive 2014/65/EU on
markets in financial instruments, as amended ("MiFID II") and local implementing measures,
and disclaiming all and any liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the Product Governance Requirements) may otherwise
have with respect thereto, the Placing Shares, the Open Offer Shares and the Retail Shares
have been subject to a product approval process, which has determined that such Placing Shares,
Open Offer Shares and/or Retail Shares are: (i) compatible with an end target market of retail
investors and investors who meet the criteria of professional clients and eligible counterparties,
each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels
as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target
Market Assessment, Distributors should note that: the price of Placing Shares, Open Offer
Shares and Retail Shares may decline and investors could lose all or part of their investment;
Placing Shares, Open Offer Shares and/or Retail Shares (as applicable) offer no guaranteed
income and no capital protection; and an investment in Placing Shares, Open Offer Shares and/or
Retail Shares (as applicable) is compatible only with investors who do not need a guaranteed
income or capital protection, who (either alone or in conjunction with an appropriate financial
or other adviser) are capable of evaluating the merits and risks of such an investment and
who have sufficient resources to be able to bear any losses that may result therefrom. The
Target Market Assessment is without prejudice to any contractual, legal or regulatory selling
restrictions in relation to the Placing, Open Offer and Retail Offer. For the avoidance of
doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability
or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or
group of investors to invest in, or purchase, or take any other action whatsoever with respect
to the Placing Shares, Open Offer Shares or Retail Shares.
1. Introduction
The Board announced today that it proposes to raise, subject to certain conditions, a minimum
of GBP10 million (gross) by way of a conditional placing, retail offer and open offer (together,
the "Fundraise") of new ordinary shares in the capital of the Company (the "New Ordinary Shares")
at a price between 5 and 7 pence per ordinary share (the "Offer Price").
The Directors intend to use the net proceeds raised by the Fundraise of a minimum of GBP10
million to complement the funding commitments already made by British Airways and Shell as
follows: (i) GBP6 million to further strengthen its intellectual property and trade secrets
protection, working capital and central costs for up to one year; (ii) GBP1.4 million to complete
the process engineering phase of FEED for the Altalto Immingham Project until the first quarter
of 2021; (iii) GBP0.6 million to complete the fund raising for the Mississippi Bio-refinery
Project and launch the associated FEED; (iv) GBP0.5 million to evaluate and design a de-bottlenecking
of the reactor core manufacturing line in the United States to reach a production capacity
of more than 12 Fischer-Tropsch reactors per year (twice the current capacity) and (v) GBP0.4
million to implement learnings from a post-operative analysis from the demonstration reactors
for the benefit of its clients via updated operating manuals and training.
The Directors intend to use any net proceeds of the Fundraise in excess of GBP10 million to
extend the Company's cashflow runway, maintain a reasonable balance sheet as well as to accelerate
the upgrading of the reactor manufacturing capability, including to implement lean manufacturing,
full automation of certain welding steps and potentially the three dimensional printing of
certain sub-components.
The Directors expect that the net proceeds of the Fundraise will be supplemented by other
anticipated sources of funds in 2020, including completion payments from Red Rock Biofuels
of GBP0.7 million for reactors and catalyst delivered by the Company, a UK R&D tax credit
of GBP0.5 million and additional license fees and pre-FEED engineering fees from the new client
project pipeline.
Taking into account the expected contribution from new investors into the project itself,
the Directors believe that the Mississippi Bio-refinery Project is not likely to require any
further net capital contributions from Velocys in relation to the FEED work. The Directors
believe, however, that further funding will be required to achieve Velocys' objectives for
the next stage of both the Mississippi Bio-refinery Project and the Altalto Immingham Project,
as described in further detail in paragraph 2 of this section of the announcement .
The Placing, the Retail Offer and the Open Offer are conditional upon (amongst other things)
the passing of certain resolutions in order to ensure that the Directors have the necessary
authorities and powers to allot the New Ordinary Shares. A General Meeting is therefore being
convened for the purpose of considering the Resolutions at 10.30 a.m. on 14 July 2020 at Magdalen
Centre , Robert Robinson Avenue, The Oxford Science Park, Oxford OX4 4GA. The Placing, the
Retail Offer and the Open Offer are also conditional on the Placing Agreement between the
Company, Numis and Canaccord becoming unconditional and not being terminated in accordance
with its terms. The Placing, the Retail Offer and the Open Offer are not underwritten.
Further details of the Placing are set out in paragraph 6 (Principal terms of the Placing)
of this section of the announcement.
2. Information on the Company
(a) Overview of the Company
The Company is a sustainable fuel technology company, at the forefront of the development
of low carbon sustainable fuels. Velocys offers a scalable solution for the development of
sustainable fuels manufacturing via its own patented micro-channel Fischer-Tropsch reactors
and overall bio-refinery technology integration developed for the Altalto Immingham Project
and the Mississippi Bio-refinery Project. The Company's stated mission is to help reduce the
environmental footprint of the aviation and heavy transportation industries by enabling a
proven and reliable supply of advanced biofuels.
(b) Technology overview
The Fischer-Tropsch technology enables an economic conversion of a wide range of low or negative
cost, abundant sustainable feedstocks such as woody biomass residue or municipal solid waste
into high value sustainable fuels such as sustainable aviation fuel . These fuels qualify
for decarbonisation credits in the United States under the Renewable Fuels Standard and in
the United Kingdom under the Renewable Transport Fuels Obligation s . These fuels provide
for particulates and greenhouse gas emissions reductions by up to 90 per cent. and 70 per
cent. respectively. The fuels are designed to "drop-in" to conventional fossil fuels, fully
leveraging existing engines and logistics infrastructure. No client adoption is therefore
required.
The Fischer-Tropsch technology comprises a microchannel Fischer-Tropsch reactor core, which
contains a highly active Fischer-Tropsch catalyst that uses organic matrix combustion. The
technology is developed in-house by Velocys and is protected by a wide range of patents globally.
The reactor cores and catalysts are manufactured at commercial scale by sub-contractors in
the US, but using manufacturing equipment designed by and owned by Velocys and under strict
Velocys supervision.
(c) Overview of the Company's two reference projects and revenue generating clients
Velocys' strategy is to initially develop two full scale bio-refinery reference projects (the
Altalto Immingham Project and Mississippi Bio-refinery Project) with strategic partners and
license its Fischer-Tropsch technology to these reference projects. The Company also licenses
its Fischer-Tropsch technology to third party developers and site owners, such as Red Rock
Biofuels LLC (" RRB " ) in the State of Oregon and Toyo in Japan . As technology licensor,
Velocys will also offer its clients a range of engineering services in support of commissioning
and start-up as well as catalyst loading, regeneration and discharge.
Details of each of Velocys' completed and ongoing projects are set out in remainder of this
paragraph 2. Velocys expects to commence the start of feasibility and FEL 2 for at least one
new project in 2020 from the current pipeline of pre-feasibility studies for third party clients.
(d) Completed demonstration project in Oklahoma: ENVIA joint venture
In September 2016, construction of the first demonstration plant incorporating the Company's
Fischer-Tropsch technology was completed and commercial scale catalyst loading was proven.
In February 2017, the first Fischer-Tropsch product was successfully produced and, in June
2017, the first finished products (being renewable waxes, diesel and naphtha) were produced.
In September 2017, the plant generated revenue for the first time. In October 2017, the plant
achieved an operational capacity of 200 barrels per day and, in early 2018, Q-RIN qualification
under the Renewable Fuels Standard was achieved, validating the pathway. The ENVIA plant completed
the demonstration of the Velocys Fischer-Tropsch technology and was the culmination of 17
years of development and testing, with over 5,000 hours of cumulative runtime achieved across
the two full-scale Velocys Fischer-Tropsch reactors, stress testing the plant's equipment
and technology under various conditions. In total, 1.6 million litres of finished fuel and
wax were delivered by the plant.
In May 2018, a gas-leak was detected at the ENVIA plant and the plant was safely temporarily
put in recycling mode. Subsequent investigations found that the ancillary coolant system was
the root cause of the leak. The ancillary coolant system was designed by a third party and
had no relation to any Velocys technology deployed at the plant. The damaged equipment and
loss of commercial revenue was covered under ENVIA's commercial insurance policies. On 10
September 2018, operations at the ENVIA demonstration plant were suspended and the decision
was taken by Velocys that it had accumulated a sufficient number of operating hours on the
two licensed commercial scale Fischer-Tropsch reactors for the demonstration to be considered
completed. Following the winding down of the ENVIA joint venture, the Company has been conducting
an extensive and valuable post-operative analysis of the reactors and catalyst. This post-operative
analysis is under way, and the results generated will be incorporated by Velocys in even more
comprehensive instructions to its clients regarding the operation of its catalyst and reactors
under a wide range of conditions, showing the benefits from the knowledge accumulated from
the demonstration plant in Oklahoma.
(e) Altalto Immingham Project : reference bio-refinery project in the UK
Overview
In September 2017, the Company entered into a joint development agreement with various parties
to execute a feasibility study for a commercial scale waste-to-sustainable fuels plant in
the United Kingdom. The plant will take household and commercial waste which, after recyclates
have been removed, would be destined for landfill or incineration, and instead convert that
waste into clean-burning sustainable aviation fuel and naphtha. Velocys, Shell and British
Airways are the commercial partners in the project.
Funding history and securing the site
The initial feasibility stage of the project was successfully completed in June 2018. At that
time, GBP4.9 million of funding was secured from the partners, including Velocys, to deliver
the next development phase of the project. British Airways and Shell committed a further GBP3.8
million of funding in aggregate to cover the remaining pre-FEED work. This included completion
of pre-FEED engineering work, planning and permitting, utilities supplies and FEED preparation.
Velocys continues to execute all the work to progress the project to FEED in line with the
JDA. The Directors believe that British Airways' and Shell's willingness to commit significant
amounts to this project highlights Velocys' leading position in the market and provides validation
of Velocys' technology as core to the ability to produce low carbon synthetic aviation fuel
at scale. As part of the funding package in June 2018, a grant of GBP0.4 million was secured
from the UK Department for Transport under the Future Fuels for Flight and Freight Competition.
On 18 December 2018, a site was secured for the project. The site of approximately 80 acres,
near Immingham, North East Lincolnshire, is in an enterprise zone and earmarked for industrial
development within the local plan. Development is subject to planning consent, which was granted
subject to conditions in May 2020. Access to the site is by way of an option agreement, entered
into by Altalto Immingham Ltd ("Altalto"), a subsidiary of Velocys, on 18 December 2018. The
agreement gives Altalto the right, for a three year period, to acquire Rula Developments (Immingham)
Limited, the company which owns the site, from its current shareholders. The decision as to
whether to proceed with the acquisition of the Immingham site will be made as part of the
final investment decision, currently scheduled for 31 March 2022. In the event that the Company,
in consultation with its partners, decides not to proceed with the acquisition of the site,
the liabilities that may be incurred by the Company as a result are not expected to be material
to Velocys. On 12 May 2020, Velocys announced that a further GBP1 million of funding was secured
from British Airways and Shell, which has been received. In connection with the further funding,
each of British Airways and Shell were granted an option to take a one-third share in the
equity capital of Altalto Limited at a strike price of GBP1, as a pre-cursor to a full shareholders'
agreement being entered into in relation to the shares in Altalto Limited in due course. An
additional, immediately available, grant of GBP0.5 million from the UK Department for Transport
under the Future Fuels for Flight and Freight Competition was announced on 12 June 2020 by
the UK Secretary of State.
Future milestones
The final pre-FEED phase will be completed during the first half of 2020 and the preparatory
FEED phase is due to commence during the third quarter of 2020. Velocys and its partners British
Airways and Shell have contracted Worley, a leading global engineering firm, to execute the
full FEED study for the project. The intention is for Worley to become the "Owners Engineer"
for both the Altalto Immingham Project and the Mississippi Bio-refinery Project (as described
in paragraph (f) below) after having tendered out the final procurement and construction work
in a competitive tender.
The second quarter of 2021 is the targeted date for the commitment to be made to full FEED.
Construction of the plant is targeted to commence in 2022 and is currently targeted to be
completed by the end of 2024, following which commissioning and commercial operations are
expected to commence during 2025.
Market opportunity
Sustainable a viation f uel represent s a significant global opportunity, with the value of
decarbonisation far exceeding the value of the fuel. However, supply is limited. There is
no equivalent of ethanol or biodiesel for the aviation industry - all approved sustainable
aviation fuels are hydrocarbon based. Five synthetic routes have been certified under the
ASTM D7566 standard and, of these, only hydrogenated esters and fatty acids (HEFA) are in
production today. However, qualifying feedstock availability is limited globally. The Fischer-Tropsch
route allows the use of large-volume, low cost sustainable feedstocks (woody biomass residue
and municipal solid waste) and generates clean burning, low carbon sustainable fuel s.
Demand for sustainable aviation fuels is growing rapidly. As of 3 16 June 2020, 85 countries
representing 76.76 per cent. of international aviation activity have voluntarily signed up
to the Carbon Offsetting and Reduction Scheme for International Aviation, which will become
compulsory as of 2026. A number of airlines are also committing to sustainable a viation fuel,
with an annual commitment of circa 1 million tonnes by 2025 combined, and with British Airways
having committed to achieve net zero carbon emissions by 2050.
(f) Mississippi Bio-refinery Project: reference project
Overview
In October 2017, the Company signed a site option agreement with Adams County in the State
of Mississippi for a bio-refinery to be located in Natchez, Mississippi and secured total
site incentives of approximately $60 million.
The Company has commenced a structured, competitive process to secure the necessary development
capital investment by one or more strategic partners and has seen interest from multiple parties.
Detailed due diligence by potential strategic partners continues and a number of potential
partners are in negotiation. In September 2019, Velocys Inc. entered into a non-binding agreement
with Oxy Low Carbon Ventures to capture the biogenic CO(2) generated by the plant and securely
store it underground permanently: so called CO2 sequestration. This will make the c arbon
intensity of the plant's product output negative, which is desirable for buyers of the products
and improves decarbonisation revenues further.
The state-level permits that are required at this stage for the bio-refinery have been secured.
Pre-FEED has been completed. Equity letters of intent in relation to the Mississippi Bio-refinery
Project may be entered into during the second half of 2020, with FEED preparation expected
to be completed during the first half of 2021. Signature of the final commercial agreements
for the project, FID and financial close is expected in the fourth quarter of 2022, following
which plant construction is expected to commence during the first quarter of 2023. Construction
is targeted to be completed during the first quarter of 2025, plant commissioning is expected
to begin during 2025, with commercial operations targeted to commence in late 2025.
(g) Current revenue generating client: Red Rock Biofuels, Oregon, USA.
In May 2018, Velocys received a "notice to proceed" to commence manufacturing of Fischer-Tropsch
reactors and catalysts for the RRB bio-refinery that will be located in Lakeview, Oregon,
USA. RRB has commenced construction of the bio-refinery, which will incorporate Velocys' technology,
and produce low-carbon, renewable diesel and jet fuel from woody biomass. Velocys' role in
this project is as a licensor for its Fischer-Tropsch technology to be used for the project
as the central processing unit.
The expected output of the bio-refinery in Lakeview is approximately 15 million gallons per
year of renewable transportation fuels including diesel and jet fuel. RRB has in place contracts
from several airlines to purchase 100 percent of the jet fuel produced each year.
Velocys expects to deliver the four Fischer-Tropsch reactors to RRB by the end of June 2020,
to assist with start-up and commissioning in the third quarter of 2020, with support of plant
ramp-up and first catalyst regeneration targeted for early 2021.
(h) Current revenue generating client: Toyo, Nagoya, Japan
On 18 September 2019, the Company and Toyo entered into agreements in relation to a pilot
plant for generating sustainable aviation fuel using woody biomass feedstock, as part of a
project funded by the Japanese government (the NEDO project, in Nagoya, Japan). The project
involves Toyo, Mitsubishi Hitachi Power Systems, Chubu Electric Power and the Japan Aerospace
Exploration Agency. Under the agreements, Toyo has agreed to pay a total of $4 million to
the Company in two tranches - $0.5 million which has already been received by the Company
as a non-refundable deposit, with the remaining $3.5 million paid into escrow.
Velocys has delivered a pilot scale Fischer-Tropsch reactor and catalyst to Toyo which is
currently in operation and expects the demonstration run, and agreement of the commercial
terms for developing a full scale commercial biomass to jet fuel plant, to be completed during
the second half of 2020. The Directors believe that the relationship with Toyo provides recognition
of Velocys' technology as one of the core elements to the ability to produce synthetic jet
fuel which meets the Japanese quality standards.
(i) Other business updates
Claim by the bankruptcy trustee of Ventech
The bankruptcy trustee of Ventech Engineers International LLC (" Ventech " ), a former commercial
partner of the Company, which is now in bankruptcy in the US, has made certain claims against
the Company alleging that amounts are owed to Ventech in respect of commercial agreements
entered into with the Company in 2012. The bankruptcy trustee commenced formal legal proceedings
against the Company in Texas in April 2020. No evidence has been provided by the bankruptcy
trustee to support the Ventech claims and the directors have internally investigated them
and concluded that they are without merit. The Company intends to defend these claims and
remains an unsecured creditor of Ventech.
Velocys' response to COVID-19
In response to the COVID-19 outbreak, Velocys deployed remote working for all its employees
and contractors at its three sites in Oxford, Ohio and Texas before it become mandatory to
do so. All sub-contractors currently used by Velocys have been able to continue to perform
their contracts to date during the COVID-19 outbreak, allowing reactor and catalyst deliveries
to proceed and engineering services to be provided to RRB in the State of Oregon and Toyo
in Japan in accordance with agreed schedules.
3. Business model and revenue streams
The Company has a hybrid, capital-light business model, focusing on delivering Fischer-Tropsch
reactors and catalysts to clients under site-licence agreements and providing engineering
services over the course of the minimum 20 year expected lifetime of the assets. Velocys offers
its clients a full end-to-end solution for the conversion of solid sustainable feedstocks
to sustainable aviation fuels via the so called "Integrated Technology Package". The Company's
two reference projects (the Altalto Immingham Project and the Mississippi Bio-refinery Project)
are designed to accelerate the technology adoption further, even though the technology is
already commercially referenced by the orders from RRB and Toyo and has been demonstrated
at commercial scale by the ENVIA plant in Oklahoma during 2017 and 2018.
The expected net present value to Velocys per standard size contracted bio-refinery client
with a nameplate capacity of 22.5 million gallons per year is $50-60 million, using a discount
rate of 10 per cent.. This estimate comprises upfront and recurring revenues from the proprietary
reactors and catalysts, fees from engineering and commissioning services, technology licence
fees and decarbonisation royalties. By way of illustration, the potential profile of revenue
streams of a typical integrated technology package (ITP) project are provided below.
Design phase (years 1-2)
* Year 1: FEED engineering fee (c.US$0.25- 0.75
million), ITP FEED (c.US$1-2 million) and technology
license (c.US$1.5-2.5 million)
* Year 2: FEED engineering fee (c.US$0.25- 0.75
million)
Financial close and start of construction phase (years 3-4)
* Year 3: ITP FEED (c.US$1-2 million), ITP start up
(c.US$0.25- 0.75 million), technical support
(c.US$0.1-0.4 million), reactor sales (c.US$5-7
million), catalyst sales (c.US$4-5 million) and
technology license (c.US$1.5-2.5 million)
* Year 4: technical support (c.US$0.25-0.75 million)
and reactor sales (c.US$5-7 million)
Completion of construction and then commercial operations phase (years 5-25)
* Year 5: technical support (c.US$0.1-0.4 million),
reactor sales (c.US$5-7 million), catalyst sales
(c.US$4-5 million) and technology license
(c.US$0.3-0.6 million)
* Year 6-25: technical support (c.US$0.1-0.4 million),
catalyst sales (c.US$4-5 million) and decarbonisation
royalty (c.US$4-6 million)
It should be noted that the profile of the technology license revenues of the Altalto Immingham
Project and Mississippi Bio-refinery Project are expected to differ to the above during the
first five years of their respective project lifecycles. These are shown below.
Altalto Immingham Project - technology license revenues (years 1-5)
* Year 2: c.US$1.5-2.5 million
* Year 3: c.US$1.5-2.5 million
* Year 4: c.US$0.3-0.6 million
Mississippi Bio-refinery Project - technology license revenues (years 1-5)
* Year 2: c.US$3.5-4.5 million
* Year 4: c.US$0.3-0.6 million
In addition to the above, the Company expects to earn development services revenues in year
1 (c.US$0.2-0.6 million) and year 2 (c.US$4.5-5.5 million) for the Altalto Immingham Project.
4. Current Trading
During March 2020 both the UK and the US Governments implemented a social distancing policy
including "lock-down" and "stay at home" requirements for non-essential workers.
Due to the logistical difficulties involved in completing the audit while operating under
lock-down restrictions, the Company believes that it will not be possible to complete the
annual audit in time for an annual general meeting and presentation of the Company's Annual
Report and Accounts prior to 30 June 2020. The London Stock Exchange and the Registrar of
Companies have approved a delay to the filing and publication of the Company's audited annual
accounts for the financial year ended 31 December 2019 and the holding of its 2020 AGM by
three months in line with current broad industry practice due to the restrictions imposed
by the COVID-19 pandemic.
Given this delay, on 19 June 2020, the Company provided an unaudited update on trading for
the year ended 31 December 2019, which can be summarised as follows:
* The revenues for the period were GBP0.3 million
(2018: GBP0.7 million).
* Operating loss for the period was GBP9.8 million
before exceptional items, including a credit of
GBP0.1 million related to impairments (2018: GBP18.6
million before exceptional items of GBP10.1 million).
* Administrative expenses before exceptional items
reduced significantly to GBP10.0 million (GBP10.0
million after exceptional items) (2018: GBP19.1
million before exceptional items and GBP29.1 million
after exceptional items). This reduction of 47% in
administrative expenses before exceptional items is
principally due to aggressive cost cutting and
efficient operations in corporate overhead, net
headcount reductions, third party consulting costs
eliminations and project development costs
transferred to third parties.
* Cash at period end stood at GBP4.8 million (2018:
GBP7.0 million).
5. Use of Proceeds
The Directors intend to use the net proceeds raised by the Fundraise of a minimum of GBP10
million to complement the funding commitments already made by British Airways and Shell as
follows: (i) GBP6 million to further strengthen its intellectual property and trade secrets
protection, working capital and central costs for up to one year; (ii) GBP1.4 million to complete
the process engineering phase of FEED for the Altalto Immingham Project until the first quarter
of 2021; (iii) GBP0.6 million to complete the fund raising for the Mississippi Bio-refinery
Project and launch the associated FEED; (iv) GBP0.5 million to evaluate and design a de-bottlenecking
of the reactor core manufacturing line in the United States to reach a production capacity
of more than 12 Fischer-Tropsch reactors per year (twice the current capacity) and (v) GBP0.4
million to implement learnings from a post-operative analysis from the demonstration reactors
for the benefit of its clients via updated operating manuals and training.
The Directors intend to use any net proceeds of the Fundraise in excess of GBP10 million to
extend the Company's cashflow runway, maintain a reasonable balance sheet as well as to accelerate
the upgrading of the reactor manufacturing capability, including to implement lean manufacturing,
full automation of certain welding steps and potentially the three dimensional printing of
certain sub-components.
Capital expenditure requirements for the manufacturing capability are expected to be c.GBP4.8
million, c.GBP1.2 million and c.GBP7 million in 2021, 2022 and 2025 respectively.
The Directors expect that the net proceeds of the Fundraise will be supplemented by other
anticipated sources of funds in 2020, including completion payments from Red Rock Biofuels
of GBP0.7 million for reactors and catalyst delivered by the Company, a UK R&D tax credit
of GBP0.5 million and additional license fees and pre-FEED engineering fees from the new client
project pipeline.
Taking into account the expected contribution from new investors into the project itself,
the Directors believe that the Mississippi Bio-refinery Project is not likely to require any
further net capital contributions from Velocys in relation to the FEED work. The Directors
believe, however, that further funding will be required to achieve Velocys objectives for
the next stage of both the Mississippi Bio-refinery Project and the Altalto Immingham Project,
as described in further detail in paragraph 2 of of this section of the announcement .
The commencement and completion of the next stage of either of the Altalto Immingham Project
or Mississippi Bio-refinery Project will be dependent on the Company's ability to secure the
requisite equity funding from strategic partners or otherwise, as well as key project procurement,
supply and offtake contracts. As such, the timing of reaching and completing the next stage
for either project is not wholly within the Company's control and the costs of reaching and
completing the next stage will be higher if the projects do not begin and progress through
the next stage in the timeframes currently anticipated. Should the Company not secure strategic
investment, it will need to seek further funding in due course in order to be able to cover
development costs and its working capital requirements, which may be from one or a combination
of a larger capital raising or the realisation of its assets, such as granting additional
intellectual property licenses or selling non-core intellectual property.
6. Principal terms of the Placing
The Company is conducting a conditional, non-pre-emptive placing of new Ordinary Shares at
the Placing Price. The Placing Shares will be placed by Numis and Canaccord (and other introducers)
as agents for the Company and pursuant to the Placing Agreement, with institutional and other
professional investors. The Company considers it important to be able to take advantage of
investor demand should investors wish to participate in the Fundraise in excess of GBP10 million.
Therefore, the Company may increase the amount proposed to be raised pursuant to the Placing,
in agreement with Numis and Canaccord.
The VCT Placing is conditional upon (amongst other things):
(a) the passing of the Resolutions at the General Meeting;
(b) the Placing Agreement becoming unconditional and the Placing Agreement not having been
terminated in accordance with its terms; and
(c) VCT Admission occurring on or before 15 July 2020 (or such later date as Numis, Canaccord
and the Company may agree, not being later than 30 July 2020).
The General Placing is conditional upon (amongst other things):
(a) the passing of the Resolutions at the General Meeting;
(b) the Placing Agreement becoming unconditional and the Placing Agreement not having been
terminated in accordance with its terms; and
(c) General Admission occurring on or before 16 July 2020 (or such later date as Numis, Canaccord
and the Company may agree, not being later than 30 July 2020).
Shareholders should note that it is possible that VCT Admission occurs but General Admission
does not occur. If the relevant Admission does not occur then the Company will not receive
the relevant net proceeds in respect of such Admission and the Company may not be able to
finance the activities referred to in this announcement.
The Placing Agreement contains warranties from the Company in favour of Numis and Canaccord
in relation to (amongst other things) the Company and its business. In addition, the Company
has agreed to indemnify Numis and Canaccord in relation to certain liabilities it may incur
in undertaking the Placing. Numis and Canaccord have the right to terminate the Placing Agreement
in certain circumstances prior to General Admission, in particular, it may terminate in the
event that there has been a material breach of any of the warranties or for force majeure
(and other introducers and placing agents also have the right to terminate their agreements
in certain circumstances) .
The Company believes that the VCT Shares will rank as a qualifying holding for the purposes
of investment by VCTs. However, no assurance has been obtained from HMRC or any other person
that a subscription for VCT Shares is a qualifying holding for the purpose of investment by
VCTs.
None of the Directors or the Company give any warranty or undertaking that any VCT investment
in the Company is a qualifying holding, or that VCT qualifying status will not be withdrawn,
nor do they warrant or undertake that the Company will conduct its activities in a way that
qualifies for or preserves its status or the status of any investment in Ordinary Shares.
Investors considering taking advantage of any of the reliefs available to VCTs should seek
their own professional advice in order that they may fully understand how the rules apply
in their individual circumstances and what they are required to do in order to claim any reliefs
(if available). As the rules governing VCT reliefs are complex and interrelated with other
legislation, if any potential investors are in any doubt as to their tax position, require
more detailed information than the general outline above, or are subject to tax in a jurisdiction
other than the UK, they should consult their professional advisers.
Application will be made for the VCT Shares and the General Placing Shares to be admitted
to trading on AIM. It is expected that trading in the VCT Shares will commence at 8 a.m. on
15 July 2020 and that trading in the General Placing Shares will commence at 8 a.m. on 16
July 2020.
7. Recommendation
The Directors consider that the Fundraise and the Resolutions are in the best interests of
the Company and its Shareholders as a whole. The Company is reliant on the net proceeds of
the Fundraise to meet its ongoing liquidity requirements and to continue to implement its
strategy. If the Resolutions are not passed by Shareholders, the Fundraise will not proceed.
In these circumstances, the Directors will need to reconsider the Company's strategy and the
Company may need to seek alternative funding, which may not be available on terms which are
acceptable to the Company or at all. Accordingly, the Directors unanimously recommend that
Shareholders vote in favour of the Resolutions, as they intend to do in respect of their own
legal and/or beneficial shareholdings, amounting, in aggregate, to 3,857,317 Ordinary Shares
(representing approximately 0.6% per cent. of the Ordinary Shares in the issue as at the date
of this announcement).
DEFINITIONS
The following definitions apply throughout this announcement, unless the context requires
otherwise. "Act" the UK Companies Act 2006, as amended
"Admission" VCT Admission in the context of the VCT
Shares and General Admission in the context
of the General Placing Shares, the Retail
Shares and the Open Offer Shares
"AIM" the market of that name operated by the
London Stock Exchange
"AIM Rules" the AIM Rules for Companies, which set
out the rules and responsibilities for
companies listed on AIM, as amended from
time to time
"Application Form" the non-CREST application form relating
to the Open Offer for use by Eligible
Non-CREST Shareholders
"Articles" the articles of association of the Company
(as amended from time to time)
"Basic Entitlement" Entitlement to subscribe for Open Offer
Shares, allocated to an Eligible Shareholder
pursuant to the Open Offer on the Record
Date
"Board" or "Directors" the board of directors of the Company
"British Airways" British Airways plc
"Canaccord" Canaccord Genuity Limited, a company
incorporated in England and Wales, with
registered number 01774003, whose registered
office is at 88 Wood Street, London EC2V
7QR
"Company" Velocys plc, a public limited company
incorporated in England & Wales under
registered number 05712187 and having
its registered office at Magdalen Centre,
Robert Robinson Avenue, The Oxford Science
Park, Oxford, England, OX4 4GA.
"CREST" the relevant system (as defined in the
Regulations) which enables title to units
of relevant securities (as defined in
the Regulations) to be evidenced and
transferred without a written instrument
and in respect of which Euroclear UK
& Ireland Limited is the Operator (as
defined in the Regulations)
"Disclosure Guidance the Disclosure Guidance and Transparency
and Transparency Rules" Rules issued by the FCA
"Eligible CREST Shareholders" Eligible Shareholders whose Existing
Ordinary Shares are held in uncertificated
form in a CREST account
"Eligible Non-CREST Eligible Shareholders whose Existing
Shareholders" Ordinary Shares are held in certificated
form
"Eligible Shareholders" Shareholders on the Ex-Entitlement Date
that are not resident in a Restricted
Jurisdiction
"Enlarged Share Capital" the issued Ordinary Share capital of
the Company immediately following General
Admission comprising the Existing Ordinary
Shares, the Placing Shares, the Retail
Shares and the Open Offer Shares assuming
full subscription under the Placing,
the Retail Offer and the Open Offer and
assuming no exercise of any warrants
or options
"ENVIA" ENVIA Energy, LLC, a joint venture between
Waste Management, Inc., Ventech Projects
Investments, LLC and the Company
"Excess Entitlement" Open Offer Shares in excess of the Basic
Entitlement, but not in excess of the
total number of Open Offer Shares, allocated
to an Eligible Shareholder pursuant to
the Open Offer
"Ex-Entitlement Date" the date on which the Ordinary Shares
are marked 'ex' for entitlement by the
London Stock Exchange under the Open
Offer, being 26 June 2020
"Existing Ordinary Shares" the 643,756,100 Ordinary Shares in issue
as at the date of announcement being
the entire issued share capital of the
Company prior to the Placing, the Retail
Offer and the Open Offer
"FCA" Financial Conduct Authority
"Form of Proxy" the accompanying form of proxy for use
by Shareholders in relation to the General
Meeting
"FSMA" the Financial Services and Markets Act
2000 (as amended)
"Fundraise" the Placing, Retail Offer and Open Offer
"General Admission" admission of the General Placing Shares,
the Retail Shares and Open Offer Shares
to trading on AIM becoming effective
in accordance with Rule 6 of the AIM
Rules
"General Meeting" the general meeting of the Company to
be held at 10.30 a.m. on 14 July 2020
"General Placing" the conditional placing of the General
Placing Shares to placees
"General Placing Shares" new Ordinary Shares to be issued, conditional
on General Admission, in connection with
the General Placing
"JDA" The joint development agreement (as amended)
between Velocys, British Airways and
Shell relating to the Altalto Immingham
Project
"Joint Brokers" Numis and Canaccord
"Link Asset Services" a trading name of Link Market Services
Limited, a company incorporated in England
and Wales, with registered number 02605568,
whose registered office is at The Registry,
34 Beckenham Road, Beckenham, Kent, BR3
4TU
"London Stock Exchange" London Stock Exchange plc
"New Ordinary Shares" the Placing Shares, the Retail Shares
and the Open Offer Shares to the extent
subscribed for under the Open Offer
"Notice of General Meeting" the notice of General Meeting
"Numis" Numis Securities Limited, a private limited
company incorporated in England & Wales
under registered number 02285918 and
having its registered office at 10 Paternoster
Square, London EC4M 7LT
"Open Offer" the offer to Eligible Shareholders, constituting
an invitation to apply for the Open Offer
Shares at the Placing Price on the terms
and subject to the conditions set out
in the circular and, in the case of Eligible
Non-CREST Shareholders, in the Application
Form
"Open Offer Entitlements" entitlements to subscribe for Open Offer
Shares pursuant to the Basic Entitlement
and Excess Entitlement
"Open Offer Shares" new Ordinary Shares to be issued to Eligible
Shareholders pursuant to the Open Offer
"Ordinary Shares" ordinary shares of GBP0.01 each in the
capital of the Company
"Overseas Shareholders" holders of Ordinary Shares who are resident
in, or citizens of, countries outside
of the UK
"Placing" the VCT Placing and the General Placing
"Placing Agreement" the conditional agreement dated 24 June
2020 relating to the Placing and Open
Offer, between the Company, Numis and
Canaccord
"Placing Price" price per New Ordinary Share
"Placing Shares" the VCT Shares and the General Placing
Shares
"PrimaryBid" PrimaryBid Limited which is authorised
and regulated by the FCA
"Prospectus Regulation the Prospectus Regulation Rules made
Rules" in accordance with the Prospectus Regulation
Rules Instrument 2019 (FCA: 2019/80)
"Receiving Agent" Link Asset Services
"Record Date" 5 p.m. on 23 June 2020, being the record
date for the Open Offer
"Registrar" Link Asset Services
"Regulations" the UK Uncertificated Securities Regulations
2001 (SI 2001 No. 3755), as amended
"Resolutions" the resolutions to be proposed at the
General Meeting as set out in the Notice
of General Meeting
"Restricted Jurisdiction" any jurisdiction except the UK. Jurisdictions
outside the UK include, but are not limited,
to the United States, Canada, Australia,
New Zealand, the Republic of South Africa
and Japan.
"Retail Offer" the offer of Retail Shares made to private
and other investors on the PrimaryBid
platform
"Retail Shares" new Ordinary Shares to be issued, conditional
on General Admission, in connection with
the Retail Offer
"Shareholders" the holders of Ordinary Shares from time
to time, each individually being a "Shareholder"
"Shell" Shell International Petroleum Company
Limited
"Stay Alert Guidance" the measures announced by the UK Government
on 11 May 2020 aimed at controlling the
spread of COVID-19
"Toyo" Toyo Engineering Corporation
"UK" or "United Kingdom" the United Kingdom of Great Britain and
Northern Ireland
"US" or "United States" the United States of America, its territories
and possessions, any state of the United
States and the District of Colombia
"VCT" a venture capital trust under part 6
of the Income Tax Act 2007
"VCT Admission" admission of the VCT Shares to trading
on AIM becoming effective in accordance
with Rule 6 of the AIM Rules
"VCT Placing" the conditional placing of the VCT Shares
to placees
"VCT Shares" new Ordinary Shares to be issued, conditional
on VCT Admission, in connection with
the VCT Placing
"EUR" the single currency of the participating
member states of the European Union
"$" the lawful currency of the United States
"GBP" the lawful currency of the United Kingdom
GLOSSARY
The terms set out below have the following meanings throughout this announcement, unless the
context requires otherwise. "Altalto Immingham Project" the Company's waste to sustainable fuels
project, the plant for which will be
located in Immingham, UK
"EPC" engineering, procurement and construction
"feedstock" raw material processed ingested in the
fuel-generation process
"FEED" front end engineering design
"FID" final investment decision
"ITP" integrated technology package
"LCFS" the Californian Low Carbon Fuel Standard
programme
"Mississippi Bio-refinery the Company's bio-refinery project,
Project" the plant for which will be located
in Natchez, Mississippi
"naphtha" a flammable liquid distillate of petroleum
"recyclates" materials capable of being recycled
"Renewable Fuel Standard" the US renewable fuel standard program
created under the Energy Policy Act
2005 and amended by the Energy Independence
and Security Act 2007
"Renewable Identification a renewable identification number assigned
Number" or "RIN" to a batch of biofuel to track its production
use and trading as required by the Renewable
Fuel Standard
"Renewable Transport certificates awarded under the Renewable
Fuel Certificates" Transport Fuels Obligation
"Renewable Transport the UK Renewable Transport Fuel Obligation
Fuels Obligation" Order published 5 November 2012
APPIX I
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
ONLY
THIS ANNOUNCEMENT INCLUDES STATEMENTS, ESTIMATES, OPINIONS AND
PROJECTIONS WITH RESPECT TO ANTICIPATED FUTURE PERFORMANCE OF THE
GROUP ("FORWARD-LOOKING STATEMENTS") WHICH REFLECT VARIOUS
ASSUMPTIONS CONCERNING ANTICIPATED RESULTS TAKEN FROM THE GROUP'S
CURRENT BUSINESS PLAN OR FROM PUBLIC SOURCES WHICH MAY OR MAY NOT
PROVE TO BE CORRECT. THESE FORWARD LOOKING STATEMENTS CAN BE
IDENTIFIED BY THE USE OF FORWARD LOOKING TERMINOLOGY, INCLUDING THE
TERMS "ANTICIPATES", "TARGET", "BELIEVES", "ESTIMATES", "EXPECTS",
"INTS", "MAY", "PLANS", "PROJECTS", "SHOULD" OR "WILL", OR, IN EACH
CASE, THEIR NEGATIVE OR OTHER VARIATIONS OR COMPARABLE TERMINOLOGY
OR BY DISCUSSIONS OF STRATEGY, PLANS, OBJECTIVES, GOALS, FUTURE
EVENTS OR INTENTIONS. SUCH FORWARD-LOOKING STATEMENTS REFLECT
CURRENT EXPECTATIONS BASED ON THE CURRENT BUSINESS PLAN AND VARIOUS
OTHER ASSUMPTIONS AND INVOLVE SIGNIFICANT RISKS AND UNCERTAINTIES
AND SHOULD NOT BE READ AS GUARANTEES OF FUTURE PERFORMANCE OR
RESULTS AND WILL NOT NECESSARILY BE ACCURATE INDICATIONS OF WHETHER
OR NOT SUCH RESULTS WILL BE ACHIEVED. AS A RESULT, PROSPECTIVE
INVESTORS SHOULD NOT RELY ON SUCH FORWARD-LOOKING STATEMENTS DUE TO
THE INHERENT UNCERTAINTY THEREIN. NO REPRESENTATION OR WARRANTY IS
GIVEN AS TO THE COMPLETENESS OR ACCURACY OF THE FORWARD-LOOKING
STATEMENTS CONTAINED IN THIS ANNOUNCEMENT. FORWARD-LOOKING
STATEMENTS SPEAK ONLY AS OF THE DATE OF SUCH STATEMENTS AND, EXCEPT
AS REQUIRED BY THE FCA, THE LONDON STOCK EXCHANGE, THE AIM RULES OR
APPLICABLE LAW, THE COMPANY UNDERTAKES NO OBLIGATION TO UPDATE OR
REVISE PUBLICLY ANY FORWARD-LOOKING STATEMENTS, WHETHER AS A RESULT
OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE. NO STATEMENT IN
THIS ANNOUNCEMENT IS INTED TO BE A PROFIT FORECAST AND NO STATEMENT
IN THIS ANNOUNCEMENT SHOULD BE INTERPRETED TO MEAN THAT EARNINGS
PER SHARE OF THE COMPANY FOR THE CURRENT OR FUTURE FINANCIAL YEARS
WOULD NECESSARILY MATCH OR EXCEED THE HISTORICAL PUBLISHED EARNINGS
PER SHARE OF THE COMPANY.
THIS ANNOUNCEMENT, INCLUDING THE APPIX (TOGETHER THE
"ANNOUNCEMENT") AND THE INFORMATION IN IT IS RESTRICTED AND IS NOT
FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, NEW
ZEALAND, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN
WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE
UNLAWFUL.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE
FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS
IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED
INVESTORS AS DEFINED IN ARTICLE 2(E) OF THE EU PROSPECTUS
REGULATION (WHICH MEANS REGULATION (EU) 2017/1129 (THE "PROSPECTUS
REGULATION")) ("QUALIFIED INVESTORS"); AND (B) IN THE UNITED
KINGDOM, TO QUALIFIED INVESTORS WHO ARE PERSONS WHO (I) HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING
WITHIN ARTICLE 19(1) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"); (II) ARE PERSONS
FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR (III) ARE
PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH
PERSONS IN (A) OR (B) TOGETHER BEING REFERRED TO AS "RELEVANT
PERSONS").
THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE
OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT
MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVENT
PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS
ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL
BE ENGAGED IN ONLY WITH RELEVANT PERSONS. EACH PLACEE SHOULD
CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND
RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES.
In this Appendix, unless the context requires, "Placee" means a
Relevant Person (including individuals, funds or others) who has
been invited to, and who chooses to, participate in the Placing and
by whom or on whose behalf a commitment to subscribe for Placing
Shares has been given.
No representation or warranty, express or implied, is made or
given by or on behalf of the Company or Canaccord Genuity Limited
("Canaccord") or Numis Securities Ltd ("Numis"), the Company's
nominated adviser, or any of their respective affiliates (within
the meaning of Rule 405 under the US Securities Act of 1933, as
amended (the "Securities Act") or any of such persons' directors,
officers or employees or any other person as to the accuracy,
completeness or fairness of the information or opinions contained
in this Announcement and no liability whatsoever is accepted by the
Company, Numis, Canaccord or any of such persons' Affiliates,
directors, officers or employees or any other person for any loss
howsoever arising, directly or indirectly, from any use of such
information or opinions or otherwise arising in connection
therewith.
This Announcement does not constitute an offer to sell or issue
or the solicitation of an offer to buy or subscribe for Placing
Shares in any jurisdiction in which such offer or solicitation is
or may be unlawful. In particular the Placing Shares referred to in
this Announcement have not been and will not be registered under
the Securities Act or with any securities regulatory authority of
any state or other jurisdiction of the United States and will be
offered or sold only outside of the United States in accordance
with Regulation S under the Securities Act.
The relevant clearances have not been, nor will they be,
obtained from the securities commission of any province or
territory of Canada; no prospectus has been lodged with or
registered by, the Australian Securities and Investments Commission
or the Japanese Ministry of Finance; and the Placing Shares have
not been, nor will they be, registered under or offered in
compliance with the securities laws of any state, province or
territory of United States, Australia, New Zealand, Canada, Japan
or South Africa. Accordingly, the Placing Shares may not (unless an
exemption under the relevant securities laws is applicable) be
offered, sold, resold or delivered, directly or indirectly, in or
into the United States, Australia, New Zealand, Canada, Japan or
South Africa or any other jurisdiction in which such activities
would be unlawful.
Persons distributing any part of this Announcement must satisfy
themselves that it is lawful to do so. Persons (including, without
limitation, nominees and trustees) who have a contractual or other
legal obligation to forward a copy of this Announcement should seek
appropriate advice before taking any action. Persons into whose
possession this Announcement comes are required by the Company,
Canaccord and Numis to inform themselves about, and observe, any
such restrictions.
This Announcement does not constitute a recommendation
concerning any investors' options with respect to the Placing .
Investors and prospective investors should conduct their own
investigation, analysis and evaluation of the business and data
described in this Announcement. The price and value of securities
can go down as well as up. Past performance is not a guide to
future performance. The contents of this Announcement are not to be
construed as legal, business, financial or tax advice. Each
investor or prospective investor should consult his, her or its own
legal adviser, business adviser, financial adviser or tax adviser
for legal, financial, business or tax advice.
Placees will be deemed: (i) to have read and understood this
Announcement, including this Appendix, in its entirety; and (ii) to
be participating and making an offer for Placing Shares on the
terms and conditions and to be providing the representations,
warranties, acknowledgements and undertakings, contained in this
Appendix.
This Announcement does not identify or suggest, or purport to
identify or suggest, the risks (direct or indirect) that may be
associated with an investment in the Placing Shares. Any investment
decision to buy Placing Shares in the Placing must be made solely
on the basis of publicly available information, which has not been
independently verified by Numis and Canaccord.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than the AIM
market of the London Stock Exchange plc.
1. DETAILS OF THE PLACING
1.1 Numis and Canaccord today entered into an agreement with the
Company (the " Placing Agreement"). Under the Placing Agreement,
subject to certain conditions, Numis and Canaccord, as agents for
and on behalf of the Company, have agreed to use their respective
reasonable endeavours to procure Placees for the Placing Shares at
a price to be determined following completion of the Building
Process (as defined below). The Placing is not being underwritten
by Numis or Canaccord.
1.2 The Placing Shares will, when issued, be credited as fully
paid and will rank pari passu in all respects with the existing
Ordinary Shares, including the right to receive dividends and other
distributions declared or made after the date of issue of the
Placing Shares.
2. APPLICATIONS FOR ADMISSION TO TRADING
2.1 Application will be made to the London Stock Exchange for
admission to trading of the Placing Shares on its AIM market
("Application").
2.2 It is expected that VCT Admission will become effective at
8.00 a.m. on 15 July 2020 and that dealings in the VCT Placing
Shares will commence at that time.
2.3 It is expected that General Admission will become effective
at 8.00 a.m. on 16 July 2020 and that dealings in the General
Placing Shares will commence at that time.
3. PARTICIPATION IN, AND PRINCIPAL TERMS OF THE PLACING
3.1 Numis and Canaccord are acting as joint brokers and as
agents for the Company in connection with the Placing, Application
and Admission. Numis and Canaccord are each authorised and
regulated in the United Kingdom by the FCA, and are each acting
exclusively for the Company and no one else in connection with the
matters referred to in this Announcement and will not be
responsible to anyone other than the Company for providing the
protections afforded to the customers of Numis and Canaccord or for
providing advice in relation to the matters described in this
Announcement.
3.2 Participation in the Bookbuilding Process and the Placing is
only available to persons who may lawfully be, and are invited to
participate in it by Numis, Canaccord, Peat & Co, Radnor or
TPI. Numis, Canaccord, Peat & Co, Radnor, TPI and their
respective Affiliates are each entitled to participate in the
Placing and the Bookbuilding Process as principals.
3.3 Commencing today, Numis, Canaccord, Peat & Co, Radnor
and TPI will be conducting an accelerated bookbuilding process (the
"Bookbuilding Process") to determine demand for participation in
the Placing by Placees. This Appendix gives details of the terms
and conditions of, and the mechanics of participation in, the
Placing. The Bookbuilding Process, if successful, will establish a
single price per Placing Share (the "Placing Price") payable to
Numis, Canaccord, Peat & Co, Radnor or TPI by all Placees whose
bids are successful. The total amount to be raised through the
Placing, the Placing Price and the number of Placing Shares to be
issued will be agreed between Numis, Canaccord and the Company
following completion of the Bookbuilding Process. Any discount to
the market price of the Ordinary Shares will be determined in
accordance with the AIM Rules. The total amount to be raised
through the Placing, the Placing Price and the number of Placing
Shares will be announced on the Regulatory Information Service
following completion of the Bookbuilding Process (the "Placing
Results Announcement").
3.4 A bid in the Bookbuilding Process will be made on the terms
and conditions in this Appendix and will be legally binding on the
Placee on behalf of which it is made and, except with the consent
of Numis and Canaccord, will not be capable of variation or
revocation after the time at which it is submitted.
3.5 To bid in the Bookbuilding Process, prospective Placees
should communicate their bid by telephone or in writing to their
usual sales contact at Numis, Canaccord, Peat & Co, Radnor or
TPI. Each bid should state the number of Placing Shares which the
prospective Placee wishes to subscribe for at either the Placing
Price which is ultimately established by the Company, Numis and
Canaccord, or at prices up to a price limit specified in its
bid.
3.6 Each of Numis and Canaccord reserves the right not to accept
bids or to accept bids in part rather than in whole, on the basis
of allocations agreed between Numis, Canaccord and the Company and
may scale down any bids for this purpose on such basis as they may
determine. The acceptance of bids shall be at Numis and Canaccord's
absolute discretion, with the agreement of the Company. Numis and
Canaccord may also, notwithstanding paragraphs 3.5 and 3.7, subject
to the prior consent of the Company (i) allocate Placing Shares
after the time of any initial allocation to any person submitting a
bid after that time; and (ii) allocate Placing Shares after the
Bookbuilding Process has closed to any person submitting a bid
after that time.
3.7 The Bookbuilding Process is expected to close no later than
6.00 p.m. today, but at the sole discretion of Numis, Canaccord and
the Company, the timing of the closing of the books, pricing and
allocations may be accelerated or delayed. Numis and Canaccord may,
in agreement with the Company, accept bids that are received after
the Bookbuilding Process has closed.
3.8 Each prospective Placee's allocation of Placing Shares will
be confirmed to prospective Placees orally by Numis, Canaccord,
Peat & Co, Radnor, TPI or one of their respective Affiliates
following the closing of the Bookbuilding Process, and a contract
note will be dispatched as soon as practicable thereafter as
evidence of such Placee's allocation and commitment. The terms and
conditions of this Appendix will be deemed incorporated into the
contract note. That oral confirmation will constitute an
irrevocable legally binding commitment upon that person (who at
that point will become a Placee) in favour of the Company and
Numis, Canaccord, Peat & Co, Radnor or TPI (as applicable) to
subscribe for the number of Placing Shares allocated to it at the
Placing Price on the terms and conditions set out in this Appendix
and in accordance with the Company's articles of association and
each Placee will be deemed to have read and understood the
announcement in its entirety. An offer to acquire Placing Shares,
which has been communicated by a prospective Placee to Numis,
Canaccord, Peat & Co, Radnor or TPI (as applicable) which has
not been withdrawn or revoked prior to publication of this
Announcement shall not be capable of withdrawal or revocation
immediately following the publication of this Announcement
without the consent of Numis, Canaccord, Peat & Co, Radnor or
TPI (as applicable).
3.9 Each Placee will also have an immediate, separate,
irrevocable and binding obligation, owed to Numis, Canaccord, Peat
& Co, Radnor or TPI, as applicable (as agents of the Company),
to pay the relevant entity (or as it may direct) in cleared funds
immediately on settlement an amount equal to the product of the
Placing Price and the number of Placing Shares such Placee has
agreed to subscribe for and the Company has agreed to allot and
issue to that Placee. Each Placee's obligation will be owed to the
Company and to Numis, Canaccord, Peat & Co, Radnor or TPI, as
applicable.
3.10 Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all Placing
Shares to be subscribed for pursuant to the Placing will be
required to be made at the same time, on the basis explained below
under "Registration and Settlement".
3.11 All obligations under the Placing will be subject to
fulfilment of the conditions referred to below under "Conditions of
the Placing" and to the Placing not being terminated on the basis
referred to below under "Termination of the Placing Agreement".
3.12 By participating in the Placing, each Placee will agree
that its rights and obligations in respect of the Placing will
terminate only in the circumstances described below and will not be
capable of rescission or termination by the Placee.
3.13 To the fullest extent permitted by law and applicable FCA
rules, neither (i) Numis, (ii) any of its directors, officers,
employees or consultants, or (iii) to the extent not contained with
(i) or (ii), any person connected with Numis as defined in FSMA
((i), (ii) and (iii) being together "Affiliates" and individually
an "Affiliate"), shall have any liability (including to the extent
permissible by law, any fiduciary duties) to Placees or to any
person other than the Company in respect of the Placing and, in
particular, none of Numis or any of its Affiliates shall have any
liability (including, to the extent permissible by law, any
fiduciary duties) in respect of Numis' conduct of the Bookbuilding
Process or of such alternative method of effecting the Placing as
Numis, Canaccord and the Company may determine.
3.14 To the fullest extent permitted by law and applicable FCA
rules, neither (i) Canaccord, (ii) any of its directors, officers,
employees or consultants, or (iii) to the extent not contained with
(i) or (ii), any Affiliate of Canaccord, shall have any liability
(including to the extent permissible by law, any fiduciary duties)
to Placees or to any person other than the Company in respect of
the Placing and, in particular, none of Canaccord or any of its
Affiliates shall have any liability (including, to the extent
permissible by law, any fiduciary duties) in respect of Canaccord's
conduct of the Bookbuilding Process or of such alternative method
of effecting the Placing as Numis, Canaccord and the Company may
determine
3.15 No commissions will be paid to Placees or by the Placees in
respect of any Placing Shares.
4. CONDITIONS OF THE PLACING
4.1 Numis' and Canaccord's obligations under the Placing
Agreement in respect of the VCT Placing Shares are conditional on,
amongst other things:
(a) none of the warranties in the Placing Agreement (i) being
untrue and inaccurate or misleading on and as of the date of the
Placing Agreement to an extent which, in any such case, would be
material and (ii) becoming untrue, inaccurate or misleading at VCT
Admission to an extent which, in any such case, would be material
by reference to the facts and circumstances then subsisting;
(b) the Resolutions being validly passed at the General Meeting
without amendment and remaining in full force and effect
(c) the Company allotting, subject only to VCT Admission, the
VCT Placing Shares in accordance with the Placing Agreement;
(d) certain publication of announcement obligations (including
with respect to this Announcement);
(e) the compliance by the Company with all its obligations which
are required to be performed or satisfied on or prior to VCT
Admission;
(f) the respective obligations of Numis and Canaccord under the
Placing Agreement not having been terminated prior to VCT
Admission; and
(g) VCT Admission occurring by 8:00am on 15 July 2020 (or such
later time and date as Numis and Canaccord (acting together) may
agree in unity with the Company not being later than 8:00 a.m. on
30 July 2020).
4.2 Numis' and Canaccord's obligations under the Placing
Agreement in respect of the General Placing Shares are conditional
on, amongst other things:
(a) the VCT Placing Shares being unconditionally allotted and
issued to the relevant Placees on VCT Admission and VCT Admission
having occurred;
(b) none of the warranties in the Placing Agreement (i) being
untrue and inaccurate or misleading on and as of the date of the
Placing Agreement to an extent which, in any such case, would be
material and (ii) becoming untrue, inaccurate or misleading at
General Admission to an extent which, in any such case, would be
material by reference to the facts and circumstances then
subsisting;
(c) the Company allotting, subject only to General Admission,
the General Placing Shares in accordance with the Placing
Agreement;
(d) No event having occurred before General Admission which had
it occurred before VCT Admission would have entitled Numis and
Canaccord to terminate the Placing Agreement; and
(e) General Admission occurring by 8:00am on 16 July 2020 (or
such later time and date as Numis and Canaccord (acting together)
may agree in unity with the Company not being later than 8:00 a.m.
on 30 July 2020).
4.3 If (i) any condition contained in the Placing Agreement in
relation to the Placing Shares is not fulfilled or waived by Numis
and Canaccord (acting together) by the respective time or date
where specified (or such later time or date as Numis and Canaccord
may agree in writing with the Company), (ii) any such condition
becomes incapable of being fulfilled or (iii) the Placing Agreement
is terminated in accordance with its terms, the Placing will not
proceed and the Placee's rights and obligations hereunder in
relation to the Placing Shares shall cease and terminate at such
time and each Placee agrees that no claim can be made by the Placee
in respect thereof.
4.4 Numis and Canaccord may, acting together and in their sole
discretion and upon such terms as they think fit, waive compliance
by the Company with the whole or any part of any of the Company's
obligations in relation to the conditions in the Placing Agreement,
save that conditions 4.1(c), 4.1(g), 4.2(a), 4.2(c) and 4.2(e)
above relating to Admission may not be waived. Any such extension
or waiver will not affect the Placees' commitments as set out in
this Announcement.
4.5 Neither Numis nor Canaccord nor the Company shall have any
liability to any Placee (or to any other person whether acting on
behalf of a Placee or otherwise) in respect of any decision they
may make as to whether or not to waive or to extend the time and/or
the date for the satisfaction of any condition to the Placing nor
for any decision they may make as to the satisfaction of any
condition or in respect of the Placing generally, and by
participating in the Placing each Placee agrees that any such
decision is within the absolute discretion of Numis and Canaccord
(acting together).
5. TERMINATION OF THE PLACING AGREEMENT
5.1 Numis and Canaccord (acting together) are entitled, at any
time prior to Admission, to terminate the Placing Agreement in
respect of the Placing Shares in accordance with the terms of the
Placing Agreement by giving written notice to the Company in
certain circumstances, including but not limited to any of the
warranties given to Numis and Canaccord in the Placing Agreement
being untrue, inaccurate or misleading in any material respect, the
failure of the Company to comply with its material obligations
under the Placing Agreement or the occurrence of a force majeure
event which prevents any party not seeking to terminate from
performing its obligations under the Placing Agreement.
5.2 By participating in the Placing, Placees agree that the
exercise by Numis and Canaccord of any right of termination or
other discretion under the Placing Agreement shall be within the
absolute discretion of Numis and Canaccord (acting together), that
it need not make any reference to Placees and that none of Numis,
Canaccord nor the Company (or any of their respective directors,
officers or employees) shall have any liability to Placees
whatsoever in connection with any such exercise.
5.3 Following VCT Admission, the Placing Agreement is not
capable of termination to the extent that it relates to the Placing
of VCT Placing Shares. Following General Admission, the Placing
Agreement is not capable of termination to the extent it relates to
the Placing of any of the General Placing Shares. For the avoidance
of doubt, VCT Admission is not conditional on General Admission
taking place.
6. NO ADMISSION DOCUMENT OR PROSPECTUS
6.1 No offering document, admission document or prospectus has
been or will be submitted to be approved by the FCA or submitted to
the London Stock Exchange in relation to the Placing or the Placing
Shares and Placees' commitments will be made solely on the basis of
their own assessment of the Company, the Placing Shares and the
Placing based on the information contained in this Announcement
(including this Appendix) and the Exchange Information (as defined
below) (save that in the case of Exchange Information a Placee's
right to rely on that information is limited to the right that such
Placee would have as a matter of law in the absence of this
paragraph).
6.2 Each Placee, by accepting a participation in the Placing,
agrees that the content of this Announcement is exclusively the
responsibility of the Company and confirms that it has neither
received nor relied on any other information (other than the
Exchange Information), representation, warranty, or statement made
by or on behalf of the Company or Numis or Canaccord or any other
person and neither Numis nor Canaccord nor the Company nor any
other person will be liable for any Placee's decision to
participate in the Placing based on any other information,
representation, warranty or statement which the Placees may have
obtained or received. Each Placee acknowledges and agrees that it
has relied on its own investigation of the business, financial or
other position of the Company in accepting a participation in the
Placing. No Placee should consider any information in this
Announcement to be legal, tax or business advice. Each Placee
should consult its own attorney, tax adviser and business adviser
for legal, tax and business advice regarding an investment in the
Placing Shares. Nothing in this paragraph shall exclude the
liability of any person for fraudulent misrepresentation.
7. REGISTRATION AND SETTLEMENT
7.1 Settlement of transactions in the Placing Shares (ISIN:
GB00B11SZ269) following Admission will take place within the system
administered by Euroclear UK & Ireland Limited ("CREST"),
subject to certain exceptions. Numis, Canaccord and TPI each
reserve the right to require settlement for, and delivery of, the
Placing Shares (or a portion thereof) to respective Placees placed
by them in certificated form if, in their opinion, delivery or
settlement is not possible or practicable within the CREST system
within the timetable set out in this Announcement or would not be
consistent with the regulatory requirements in any Placee's
jurisdiction.
7.2 Following the close of the Bookbuilding Process, each Placee
allocated Placing Shares in the Placing will be sent a contract
note in accordance with the standing arrangements in place with
Numis, Canaccord or TPI (as applicable), stating the number of
Placing Shares allocated to it at the Placing Price, the aggregate
amount owed by such Placee to Numis, Canaccord or TPI (as
applicable) and settlement instructions. Each Placee agrees that it
will do all things necessary to ensure that delivery and payment is
completed in accordance with either the standing CREST or
certificated settlement instructions that it has in place with
Numis, Canaccord or TPI (as applicable).
7.3 The Company will (via its registrar) deliver the Placing
Shares (excluding any Placing Shares placed by TPI, which will be
settled by TPI under their separate settlement provisions)) to a
CREST account operated by Numis or Canaccord (as applicable) as
agent for the Company and Numis or Canaccord (as applicable) will
enter its delivery (DEL) instruction into the CREST system. Numis
or Canaccord (as applicable) will hold any Placing Shares delivered
to this account as nominee for the Placees. The input to CREST by a
Placee of a matching or acceptance instruction will then allow
delivery of the relevant Placing Shares to that Placee against
payment.
7.4 It is expected that settlement in respect of the VCT Placing
Shares will take place on 15 July 2020 and that settlement in
respect of the General Placing Shares will take place on 16 July
2020, in accordance with the instructions set out in the contract
note.
7.5 Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above the base rate of
Barclays Bank plc from time to time.
7.6 Each Placee agrees that, if it does not comply with these
obligations, Numis or Canaccord (as applicable) may sell any or all
of the Placing Shares allocated to that Placee on such Placee's
behalf and retain from the proceeds, for Numis' or Canaccord's
account and benefit (as applicable), an amount equal to the
aggregate amount owed by the Placee plus any interest due. The
relevant Placee will, however, remain liable for any shortfall
below the aggregate amount owed by it and may be required to bear
any stamp duty or stamp duty reserve tax (together with any
interest or penalties) which may arise upon the sale of such
Placing Shares on such Placee's behalf.
7.7 If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the contract note is
copied and delivered immediately to the relevant person within that
organisation.
7.8 Insofar as Placing Shares are registered in a Placee's name
or that of its nominee or in the name of any person for whom a
Placee is contracting as agent or that of a nominee for such
person, such Placing Shares should, subject as provided below, be
so registered free from any liability to UK stamp duty or stamp
duty reserve tax.
7.9 Placees will not be entitled to receive any fee or
commission in connection with the Placing.
8. REPRESENTATIONS AND WARRANTIES
8.1 By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) irrevocably acknowledges,
undertakes, represents, warrants and agrees (as the case may be)
that:
(a) it has read and understood this Announcement (including the
Appendix) in its entirety and its subscription for the Placing
Shares is subject to and based on the terms and conditions of the
Placing as referred to and included in this Announcement and
undertakes not to redistribute or duplicate this Announcement;
(b) no offering document, admission document or prospectus has
been prepared in connection with the Placing and that it has not
received and will not receive a prospectus, admission document or
other offering document in connection with the Placing;
(c) the Ordinary Shares are admitted to trading on AIM, and the
Company is therefore required to publish certain business and
financial information in accordance with the AIM Rules and the
other applicable rules and practices of the London Stock Exchange
and/or the FCA (collectively "Exchange Information"), which
includes the Company's most recent balance sheet and profit and
loss account and that it is able to obtain or access such
information or comparable information concerning any other publicly
traded company without undue difficulty;
(d) (i) it has made its own assessment of the Company, the
Placing Shares and the terms and conditions of the Placing and has
relied on its own investigation of the business, financial or other
position of the Company in accepting a participation in the Placing
and has satisfied itself that the information is still current;
(ii) none of Numis, Canaccord, the Company, any of their respective
Affiliates or any person acting on behalf of any of them has
provided, or will provide it, with any material regarding the
Placing Shares in addition to this Announcement; and (iii) it has
not requested Numis, Canaccord, the Company or any of their
respective Affiliates or any person acting on behalf of any of them
to provide it with any such information;
(e) the content of this Announcement and the Exchange
Information is exclusively the responsibility of the Company and
that none of Numis, Canaccord, their Affiliates or any person
acting on their behalf has or shall have any liability for any
information, representation or statement contained in this
Announcement, the Exchange Information or any information
previously or concurrently published by or on behalf of the Company
and will not be liable for any Placee's decision to participate in
the Placing based on any information, representation or statement
contained in this Announcement, the Exchange Information or
elsewhere;
(f) the only information on which it has relied in committing
itself to subscribe for the Placing Shares is contained in this
Announcement and any Exchange Information (save that in the case of
Exchange Information, a Placee's right to rely on that information
is limited to the right that such Placee would have as a matter of
law in the absence of this paragraph) such information being all
that such Placee deems necessary or appropriate and sufficient to
make an investment decision in respect of the Placing Shares and
that it has not received or relied on any information given or any
representations, warranties or statements, express or implied, made
by Numis, Canaccord or the Company or any of their Affiliates or
any person acting on behalf of any of them with respect to the
Company, the Placing or the Placing Shares or the accuracy,
completeness or adequacy of any information contained in the
Announcement or the Exchange Information or otherwise and none of
Numis, Canaccord, the Company, any of their Affiliates or any
person acting on behalf of any of them will be liable for its
decision to accept an invitation to participate in the Placing
based on any information, representation, warranty or statement
other than that contained in this Announcement and any Exchange
Information;
(g) it has neither received nor relied on any "inside
information" as defined in the EU Market Abuse Regulation 596/2014
concerning the Company in accepting this invitation to participate
in the Placing and is not purchasing Placing Shares on the basis of
"inside information";
(h) it has the funds available to pay for the Placing Shares it
has agreed to subscribe for and acknowledges, agrees and undertakes
that it will pay the total subscription amount in accordance with
the terms of this Announcement on the due time and date set out
herein, failing which the relevant Placing Shares may be placed
with other Placees or sold at such price as Numis or Canaccord (as
applicable) determines;
(i) it: (i) is entitled to subscribe for the Placing Shares
under the laws of all relevant jurisdictions; (ii) has fully
observed such laws; (iii) has the requisite capacity and authority
and is entitled to enter into and to perform its obligations as a
subscriber for Placing Shares and will honour such obligations; and
(iv) has obtained all necessary consents and authorities
(including, without limitation, in the case of any person on whose
behalf it is acting, all necessary consents and authorities to
agree to the terms set out or referred to in this Announcement) to
enable it to enter into the transactions contemplated hereby and to
perform its obligations in relation thereto and, in particular, if
it is a pension fund or investment company it is aware of and
acknowledges it is required to comply with all applicable laws and
regulations with respect to its subscription for Placing
Shares;
(j) it is not, and any person who it is acting on behalf of is
not, and at the time the Placing Shares are subscribed will not be,
a resident of, or with an address in, the United States, Australia,
New Zealand, Canada, Japan or South Africa, and it acknowledges and
agrees that the Placing Shares have not been and will not be
registered or otherwise qualified under the securities legislation
of the United States, Australia, New Zealand, Canada, Japan or
South Africa and may not be offered, sold, or acquired, directly or
indirectly, within those jurisdictions
(k) (i) the Placing Shares have not been and will not be
registered under the Securities Act or with any state or other
jurisdiction of the United States, nor approved or disapproved by
the US Securities and Exchange Commission, any state securities
commission in the United States or any other United States
regulatory authority, (ii) it will not offer, sell or deliver,
directly or indirectly, any Placing Shares in or into the United
States other than pursuant to an effective registration under the
Securities Act or in a transaction exempt from, or not subject to,
the registration requirements thereunder and in compliance with any
applicable securities laws of any state or other jurisdiction of
the United States, and (iii) it is outside of the United States,
not acting on a non-discretionary basis for the account or benefit
of a person located within the United States at the time the
undertaking to acquire the Placing Shares is given and is otherwise
acquiring the Placing Shares in an "offshore transaction" meeting
the requirements of Regulation S under the Securities Act;
(l) if it is a person in a Member State of the European Economic
Area that it is a Qualified Investor and, to the extent applicable,
any funds on behalf of which it is acquiring the Placing Shares
that are located in a member state of the EEA are each such a
qualified investor;
(m) if it is a person in the United Kingdom, it is a person of a
kind described in Article 19(5) (Investment Professionals) and/or
49(2) (high net worth companies etc.) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended or a
person to whom this Announcement may otherwise be communicated. For
such purposes, it undertakes that it will acquire, hold, manage and
(if applicable) dispose of any Placing Shares that are allocated to
it for the purposes of its business only;
(n) if a financial intermediary, as that term is used in Article
5 of the Prospectus Regulation, that the Placing Shares purchased
by it in the Placing will not be acquired on a non-discretionary
basis on behalf of, nor will they be acquired with a view to their
offer or resale to, persons in a Member State of the European
Economic Area other than Qualified Investors, or in circumstances
in which the prior consent of Numis and Canaccord has been given to
the offer or resale;
(o) it has only communicated or caused to be communicated and
will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of FSMA) relating to the Placing Shares in circumstances
in which section 21(1) of FSMA does not require approval of the
communication by an authorised person and it acknowledges and
agrees that this Announcement has not been approved by Numis or
Canaccord in their capacity as an authorised person under section
21 of FSMA and it may not therefore be subject to the controls
which would apply if it was made or approved as financial promotion
by an authorised person;
(p) it is aware of and acknowledges that it has complied with
and will comply with all applicable provisions of FSMA with respect
to anything done by it in relation to the Placing Shares in, from
or otherwise involving, the United Kingdom;
(q) it will not make any offer to the public of the Placing
Shares and has not offered or sold and will not offer or sell any
Placing Shares to persons in the United Kingdom or elsewhere in the
European Economic Area prior to General Admission except to persons
whose ordinary activities involve them in acquiring, holding,
managing or disposing of investments (as principal or agent) for
the purposes of their business or otherwise in circumstances which
have not resulted in and which will not result in an offer to the
public in the United Kingdom within the meaning of section 85(1) of
FSMA or an offer to the public in any other member state of the
European Economic Area within the meaning of the Prospectus
Regulation;
(r) it has not been engaged to subscribe for the Placing Shares
on behalf of any other person who is not a Qualified Investor
unless the terms on which it is engaged enable it to make decisions
concerning the acceptance of offers of transferable securities on
the client's behalf without reference to the client as described in
section 86(2) of FSMA;
(s) it is aware of and acknowledges that it is required to
comply, and does and will comply, with its obligations under the
Criminal Justice Act 1993 and the EU Market Abuse Regulation
596/2014 in connection with money laundering and terrorist
financing under the Proceeds of Crime Act 2002, the Terrorism Act
2000, the Terrorism Act 2006 and the Money Laundering Regulations
2017 and the Money Laundering Sourcebook of the FCA (the
"Regulations") and, if making payment on behalf of a third party,
that satisfactory evidence has been obtained and recorded by it to
verify the identity of the third party as required by the
Regulations;
(t) it is aware of the obligations regarding insider dealing in
the Criminal Justice Act 1993, with all applicable provisions of
FSMA, the EU Market Abuse Regulation 596/2014 and the Proceeds of
Crime Act 2002 and confirms that it has and will continue to comply
with those obligations;
(u) the allocation, allotment, issue and delivery to it, or the
person specified by it for registration as a holder of Placing
Shares, will not give rise to a stamp duty or stamp duty reserve
tax liability under any of sections 67, 70, 93 or 96 of the Finance
Act 1986 (depositary receipts and clearance services) and that no
instrument under which it subscribes for Placing Shares (whether as
principal, agent or nominee) would be subject to stamp duty or the
increased rates referred to in those sections and that it, or the
person specified by it for registration as a holder of Placing
Shares, is not participating in the Placing as nominee or agent for
any person or persons to whom the allocation, allotment, issue or
delivery of Placing Shares would give rise to such a liability;
(v) it, or the person specified by it for registration as a
holder of the Placing Shares, will be liable for any stamp duty and
all other stamp, issue, securities, transfer, registration,
documentary or other duties or taxes (including any interest, fines
or penalties relating thereto), if any, payable on acquisition of
any of the Placing Shares or the agreement to subscribe for the
Placing Shares and acknowledges and agrees that none of Numis,
Canaccord, the Company, any of their respective Affiliates or any
person acting on behalf of them will be responsible for any
liability to stamp duty or stamp duty reserve tax resulting from a
failure to observe this requirement. Each Placee and any person
acting on behalf of such Placee agrees to participate in the
Placing, and agrees to indemnify the Company, Canaccord and Numis
on an after tax basis in respect of the same, on the basis that the
Placing Shares will be allotted to the CREST stock account of Numis
or Canaccord (as applicable) who will hold them as nominee on
behalf of such Placee until settlement in accordance with its
standing settlement instructions;
(w) none of Numis, Canaccord, any of their Affiliates or any
person acting on behalf of any of them has or shall have any
liability for any information, representation or statement
contained in this Announcement or for any information previously
published by or on behalf of the Company or any other written or
oral information made available to or publicly available or filed
information or any representation, warranty or undertaking relating
to the Company, and will not be liable for its decision to
participate in the Placing based on any information,
representation, warranty or statement contained in this
Announcement or elsewhere, provided that nothing in this paragraph
shall exclude any liability of any person for fraud;
(x) none of Numis, Canaccord, any of their Affiliates or any
person acting on behalf of any of them, is making any
recommendations to it, advising it regarding the suitability of any
transactions it may enter into in connection with the Placing and
that its participation in the Placing is on the basis that it is
not and will not be a client of Numis or Canaccord and that Numis
and Canaccord have no duties or responsibilities to it for
providing the protections afforded to its clients or customers
under the rules of the FCA, for providing advice in relation to the
Placing, in respect of any representations, warranties,
undertakings or indemnities contained in the Placing Agreement or
for the exercise or performance of any of its rights and
obligations thereunder, including any rights to waive or vary any
conditions or exercise any termination right;
(y) in order to ensure compliance with the Money Laundering
Regulations 2017, Numis and Canaccord (for themselves and as agents
on behalf of the Company) or the Company's registrars may, in their
absolute discretion, require verification of its identity. Pending
the provision to Numis, Canaccord or the Company's registrars, as
applicable, of evidence of identity, definitive certificates in
respect of the Placing Shares may be retained at Numis' and
Canaccord's absolute discretion or, where appropriate, delivery of
the Placing Shares to it in uncertificated form, may be retained at
Numis', Canaccord's or the Company's registrars', as the case may
be, absolute discretion. If within a reasonable time after a
request for verification of identity Numis or Canaccord (as
applicable) (for itself and as agent on behalf of the Company) or
the Company's registrars have not received evidence satisfactory to
them, Numis, Canaccord and/or the Company may, at its absolute
discretion, terminate its commitment in respect of the Placing, in
which event the monies payable on acceptance of allotment will, if
already paid, be returned without interest to the account of the
drawee's bank from which they were originally debited;
(z) Numis and Canaccord may, and their Affiliates acting as an
investor for its or their own account(s) may, subscribe for and/or
purchase Placing Shares and, in that capacity may retain, purchase,
offer to sell or otherwise deal for its or their own account(s) in
the Placing Shares, any other securities of the Company or other
related investments in connection with the Placing or otherwise.
Accordingly, references in this Announcement to the Placing Shares
being offered, subscribed, acquired or otherwise dealt with should
be read as including any offer to, or subscription, acquisition or
dealing by, Numis, Canaccord and/or any of their respective
Affiliates acting as an investor for its or their own account(s).
Neither Numis, Canaccord nor the Company intend to disclose the
extent of any such investment or transaction otherwise than in
accordance with any legal or regulatory obligation to do so;
(aa) these terms and conditions and any agreements entered into
by it pursuant to these terms and conditions, and all
non-contractual or other obligations arising out of or in
connection with them, shall be governed by and construed in
accordance with the laws of England and Wales and it submits (on
behalf of itself and on behalf of any person on whose behalf it is
acting) to the exclusive jurisdiction of the English courts as
regards any claim, dispute or matter arising out of any such
contract, except that enforcement proceedings in respect of the
obligation to make payment for the Placing Shares (together with
any interest chargeable thereon) may be taken by the Company,
Canaccord or Numis in any jurisdiction in which the relevant Placee
is incorporated or in which any of its securities have a quotation
on a recognised stock exchange;
(bb) the Company, Canaccord and Numis and their respective
Affiliates and others will rely upon the truth and accuracy of the
foregoing agreements, acknowledgements, representations, warranties
and undertakings which are given to Numis and Canaccord on their
own behalf and on behalf of the Company, and are irrevocable;
(cc) it irrevocably appoints any duly authorised officer of
Numis or Canaccord as agent for the purpose of executing and
delivering to the Company and/or its registrars any documents on
its behalf necessary to enable it to be registered as the holder of
any of the Placing Shares for which it agrees to subscribe or
purchase upon the terms of this Announcement;
(dd) it will indemnify on an after tax basis and hold the
Company, Numis, Canaccord and their respective Affiliates harmless
from any and all costs, claims, liabilities and expenses (including
legal fees and expenses) arising out of or in connection with any
breach of the representations, warranties, undertakings, agreements
and acknowledgements in this Appendix and further agrees that the
provisions of this Appendix shall survive after completion of the
Placing;
(ee) it has knowledge and experience in financial, business and
international investment matters and is required to evaluate the
merits and risks of subscribing for the Placing Shares; (ii) it is
experienced in investing in securities of this nature and is aware
that it may be required to bear, and is able to bear, the economic
risk of, and is able to sustain a complete loss in connection with
the Placing; and (iii) it has relied upon its own examination and
due diligence of the Company and its associates taken as a whole,
and the terms of the Placing, including the merits and risks
involved and has satisfied itself concerning the relevant tax,
legal, currency and other economic consideration relevant to its
subscription for Placing Shares;
(ff) none of the Company, Numis nor Canaccord are making any
undertaking or warranty to any Placee regarding the legality of an
investment in the Placing Shares by such Placee under any legal,
investment or similar laws or regulations; and
(gg) its commitment to subscribe for Placing Shares on the terms
set out herein and in the contract note will continue
notwithstanding any amendment that may in future be made to the
terms of the Placing and that Placees will have no right to be
consulted or require that their consent be obtained with respect to
the Company's conduct of the Placing.
8.2 The representations, warranties, acknowledgements and
undertakings contained in this Appendix are given to the Company,
and to Numis and Canaccord for themselves and on behalf of the
Company and are irrevocable.
8.3 The agreement to settle a Placee's subscription (and/or the
subscription of a person for whom such Placee is contracting as
agent) free of stamp duty and stamp duty reserve tax depends on the
settlement relating only to a subscription by it and/or such person
direct from the Company for the Placing Shares in question. Such
agreement assumes that the Placing Shares are not being subscribed
for in connection with arrangements to issue depositary receipts or
to transfer the Placing Shares into a clearance service. If there
are any such arrangements, or the settlement relates to any other
subsequent dealing in the Placing Shares, UK stamp duty or stamp
duty reserve tax may be payable, for which neither the Company nor
Numis nor Canaccord will be responsible, and the Placee to whom (or
on behalf of whom, or in respect of the person for whom it is
participating in the Placing as an agent or nominee) the
allocation, allotment, issue or delivery of Placing Shares has
given rise to such UK stamp duty or stamp duty reserve tax
undertakes to pay such UK stamp duty or stamp duty reserve tax
forthwith and to indemnify on an after-tax basis and to hold
harmless the Company and Numis and Canaccord in the event that any
of the Company and/or Numis and/or Canaccord have incurred any such
liability to UK stamp duty or stamp duty reserve tax. If this is
the case, each Placee should seek its own advice and notify Numis
or Canaccord accordingly.
8.4 In addition, Placees should note that they will be liable
for any stamp duty and all other stamp, issue, securities,
transfer, registration, documentary or other duties or taxes
(including any interest, fines or penalties relating thereto)
payable outside the United Kingdom by them or any other person on
the subscription by them of any Placing Shares or the agreement by
them to subscribe for any Placing Shares.
8.5 Each Placee, and any person acting on behalf of the Placee,
acknowledges and agrees that neither Numis nor Canaccord owe any
fiduciary or other duties to any Placee in respect of any
representations, warranties, undertakings or indemnities in the
Placing Agreement.
8.6 Each Placee and any person acting on behalf of each Placee,
acknowledges and agrees that Numis, Canaccord or any of their
Affiliates may, at their absolute discretion, agree to become a
Placee in respect of some or all of the Placing Shares.
8.7 When a Placee or person acting on behalf of the Placee is
dealing with Numis or Canaccord any money held in an account with
Numis or Canaccord (as applicable) on behalf of the Placee and/or
any person acting on behalf of the Placee will not be treated as
client money within the meaning of the rules and regulations of the
FCA made under FSMA. The Placee acknowledges and agrees that the
money will not be subject to the protections conferred by the
client money rules; as a consequence, this money will not be
segregated from Numis' or Canaccord's money (as applicable) in
accordance with the client money rules and will be used by Numis or
Canaccord in the course of its own business; and the Placee will
rank only as a general creditor of Numis or Canaccord (as
applicable).
8.8 Past performance is no guide to future performance and
persons needing advice should consult an independent financial
adviser.
8.9 Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
8.10 All times and dates in this Announcement may be subject to
amendment. Numis and Canaccord shall notify the Placees and any
person acting on behalf of a Placee of any changes.
DEFINITIONS
The following definitions apply throughout these terms and
conditions unless the context otherwise requires:
"Admission" - means General Admission and/or VCT Admission, as
the context requires;
"AIM " - the market of that name operated by the London Stock
Exchange
"AIM Rules" - the AIM Rules for Companies published by the
London Stock Exchange as they may be amended and replaced from time
to time
"Announcement" - this announcement (including the Appendix to
this announcement)
"Bookbuilding Process" - the accelerated bookbuilding process
launched immediately following this Announcement to conduct the
Placing
"Canaccord" - Canaccord Genuity Limited, a company incorporated
in England and Wales, with registered number 01774003, whose
registered office is at 88 Wood Street, London EC2V 7QR
"Company" - Velocys plc, a public limited company incorporated
in England & Wales under registered number 05712187 and having
its registered office at Magdalen Centre, Robert Robinson Avenue ,
The Oxford Science Park, Oxford OX4 4GA
"CREST" - the relevant system (as defined in the Regulations)
which enables title to units of relevant securities (as defined in
the Regulations) to be evidenced and transferred without a written
instrument and in respect of which Euroclear UK & Ireland
Limited is the Operator (as defined in the Regulations)
"FCA" - the Financial Conduct Authority
"FSMA" - the Financial Services and Markets Act of 2000 (as
amended)
"General Admission" means the admission of the General Placing
Shares to trading on AIM becoming effective in accordance with Rule
6 of the AIM Rules
"General Meeting" means the general meeting of the Company to be
convened for the purpose of authorising the allotment and issue of
shares pursuant to the Placing
"General Placing Shares" the Placing Shares (other than the VCT
Placing Shares)
"Group" - the Company and its subsidiary undertakings
"London Stock Exchange" - London Stock Exchange plc
"Numis" - Numis Securities Limited, a private limited company
incorporated in England & Wales under registered number 2285918
and having its registered office at 10 Paternoster Square, London
EC4M 7LT
"Ordinary Shares" - ordinary shares of 1 penny each in the
capital of the Company
"Peat & Co" - MC Peat & Co LLP of 118 Piccadilly, London
W1J 7NW
"Placing" - the placing of the Placing Shares at the Placing
Price by Numis and Canaccord as agents for and on behalf of the
Company pursuant to the terms of the Placing Agreement
"Placing Agreement" - the conditional agreement dated 24 June
2020 relating to the Placing, between the Company, Numis and
Canaccord
"Placing Price" - the price per Placing Share agreed by Numis,
Canaccord and the Company following the Bookbuilding Process
"Placing Shares" - the new Ordinary Shares to be issued in
connection with the Placing
"Prospectus Regulation" - the Regulation (EU) 2017/1129 of the
European Parliament and of the Council, as amended
"Radnor" - Radnor Capital Partners Limited of 1 King Street,
London, England, EC2V 8AU
"Regulations" - the UK Uncertificated Securities Regulations
2001 (SI 2001 No. 3755), as amended
"Resolutions" - the resolutions set out in the notice convening
the General Meeting in the agreed form
"Securities Act" - the United States Securities Act of 1933, as
amended
"TPI" - Turner Pope Investments (TPI) Ltd. of 8 Frederick's
Place, London, England, EC2R 8AB
"UK" or "United Kingdom" - the United Kingdom of Great Britain
and Northern Ireland
"United States" or "US" - United States of America, its
territories and possessions, any state of the United States of
America and the District of Columbia and all other areas subject to
its jurisdiction
"VCT Admission" means the admission of the VCT Placing Shares to
trading on AIM becoming effective in accordance with Rule 6 of the
AIM Rules
"VCT Placing Shares" means such number of Placing Shares as are
to be allotted and issued pursuant to the Placing Agreement to
certain venture capital trusts (as such term is used in Part 6
Income Tax Act 2007)
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.
END
IOEEAKKLAESEEFA
(END) Dow Jones Newswires
June 24, 2020 12:09 ET (16:09 GMT)
Velocys (LSE:VLS)
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