TIDMVLS
RNS Number : 0096R
Velocys PLC
25 June 2020
THIS 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")
25 June 2020
Results of Placing and Retail Offer
Velocys plc (VLS.L), the sustainable fuels technology company, is pleased to announce that,
following the announcement of its proposed fundraise yesterday, it has raised gross proceeds
of GBP 20 million by way of the Placing and Retail Offer. A total of 400,000,000 new ordinary
shares in the capital of the Company will be issued to retail and institutional investors
at a price of 5 pence per share (the "Offer Price").
A total of 376,186,000 new ordinary shares (the "Placing Shares") have been conditionally
placed with investors at the Offer Price (the "Placing") by Numis Securities Ltd ("Numis"),
Canaccord Genuity Limited ("Canaccord") and Turner Pope Investments (TPI) Ltd. ("TPI"). Radnor
Capital Partners Ltd. ("Radnor") and Peat & Co ("Peat & Co) acted as Selling Agents in relation
to the Placing.
The Directors of the Company have subscribed for 1,200,000 Placing Shares. In addition, retail
and other investors have subscribed in the offer made by the Company via the PrimaryBid platform
for a total of 22,614,000 new ordinary shares in the capital of the Company (the "Retail Shares")
at the Offer Price (the "Retail Offer").
The Placing Shares and Retail Shares, when issued, will be fully paid and will rank pari passu
in all respects with the existing ordinary shares of the Company.
Henrik Wareborn, CEO of Velocys, said:
"We are delighted with the support shown by both new and existing investors in this fundraising
- we are particularly pleased to see a number of high-quality institutional investors join
our shareholder register. The offering was upsized from GBP10 million to GBP20 million to
help meet the additional demand but we are pleased to say that even at this higher level the
issue was still significantly oversubscribed.
"We look forward to seeing our retail investors participate in the forthcoming Open Offer
to the extent that they have not been able to already subscribe via the Retail Offer.
"This capital raise accelerates our ability to provide commercial scale turn-key solutions
to fuel producers in the energy transition away from fossil fuels into sustainable fuels towards
improved air quality and net zero carbon emissions."
Related Party Transactions
Lansdowne Partners has agreed to subscribe for 60,000,000 Placing Shares pursuant to the Placing.
The participation of Lansdowne Partners in the Placing constitutes a related party transaction
under the AIM Rules as it is a substantial shareholder (within the meaning of the AIM Rules).
The Directors consider, having consulted with Numis, the Company's nominated adviser, that
the terms of the related party transaction are fair and reasonable in so far as its Shareholders
are concerned.
Following admission of the new ordinary shares, Lansdowne Partners will have a holding of
196,220,153 shares in the share capital of the Company, representing approximately 18.4% of
the Company's enlarged share capital assuming full take up of the Open Offer.
Director and associate participation in the Placing
The following Directors of the Company have agreed to subscribe for the number of Placing
Shares opposite his/her name as set out below:
Name Number of Placing Shares
Henrik Wareborn 400,000
Andrew Morris 400,000
Philip Malcolm Holland 200,000
Darran Keith Messem 100,000
Sandy Shaw([1]) 100,000
Total 1,200,000
Open Offer
Further to the announcement of its proposed open offer yesterday, the Company proposes to
raise up to GBP1 million by way of an open offer of up to 20,000,000 new ordinary shares (the
"Open Offer Shares") to eligible shareholders of the Company at the Offer Price (the "Open
Offer").
The Company considers it important that, where reasonably practicable, shareholders who have
not had an opportunity to take part in the Placing have an opportunity to participate in the
equity fundraise at the Offer Price. The Company is therefore providing eligible shareholders
with the opportunity to subscribe for Open Offer Shares at the Offer Price pursuant to the
Open Offer, pro rata to their holdings of existing ordinary shares. Eligible shareholders
may also make applications in excess of their pro rata initial entitlement up to an amount
equal to the total number of Open Offer Shares available under the Open Offer less an amount
equal to such eligible shareholder's Open Offer entitlement.
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.
Circular and General Meeting
Completion of the Placing, Retail Offer and Open Offer (together, 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. Notice
of the General Meeting is set out in the Circular.
On 11 May 2020, the UK Government announced the Stay Alert Guidance. The Stay Alert Guidance
prohibits, among other things, certain public gatherings. The General Meeting has been arranged
on the assumption that the Stay Alert Guidance continues to apply at the date of the General
Meeting. As a result, the General Meeting is expected to be held in a format different to
that of previous meetings, while still allowing for Shareholders to exercise their voting
rights.
It is currently intended that the General Meeting will be held with only the minimum number
of Shareholders or proxies present as required to form a quorum under the Company's articles
of association, and who are essential for the business of the General Meeting to be conducted.
The attendance of any additional Shareholder, proxy or corporate representative is not permitted
under the Stay Alert Guidance. In light of the Stay Alert Guidance, which is expected to remain
in force at the time of the General Meeting, no Shareholder, proxy or corporate representative
should attend the General Meeting in person, as doing so would be in breach of the Stay Alert
Guidance and potentially unsafe for them or the limited number of other persons in attendance.
If the Stay Alert Guidance continues to apply at the date of the General Meeting, the Chairman
of the General Meeting will exercise his powers to exclude any person who attempts to attend
the General Meeting, and they will not be permitted entry to the location of the General Meeting.
The situation regarding COVID-19 is constantly evolving, and the UK Government may change
current restrictions or implement further measures relating to the holding of general meetings
during the affected period. Any changes to the General Meeting (including any change to the
location of the General Meeting) will be communicated to Shareholders before the meeting through
our website at www.velocys.com and, where appropriate, by announcement made by the Company
to a Regulatory Information Service.
In light of the Stay Alert Guidance, the Company strongly encourages all Shareholders to submit
their Form of Proxy, appointing the Chairman of the General Meeting as proxy. Only the formal
business of the Resolutions will be carried out at the General Meeting and no update will
be provided. Should a Shareholder have a question that they would have raised at the General
Meeting, the Company asks that it be sent to info@velocys.com.
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.
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
Important Notices
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] Investment made on behalf of Sandy Shaw by Cecil Shaw
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
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June 25, 2020 02:00 ET (06:00 GMT)
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