VLS Velocys Plc

TIDMVLS

RNS Number : 1437R

Velocys PLC

26 June 2020

 
  Velocys plc 
   ("Velocys" or the "Company") 
   26 June 2020 
   Publication of Circular 
   Velocys plc (VLS.L), the sustainable fuels technology company, announces that, further to 
   its announcements on 24 and 25 June 2020, the Company will today publish the circular in connection 
   with its fundraise (the "Circular"). 
 
   The Circular will be posted to shareholders today. The full text of the Circular can also 
   be found at www.velocys.com/investors . 
 
   Open Offer 
 
   As previously announced, the Company is providing eligible shareholders with the opportunity 
   to subscribe for new ordinary shares (the "Open Offer Shares") in the Company by way of an 
   open offer (the "Open Offer") at the offer price for the fundraise of 5p, pro rata to their 
   holdings of existing ordinary shares ("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. 
   The Company is providing all eligible shareholders with the opportunity to subscribe for an 
   aggregate of up to 19,999,957 shares to raise gross proceeds of up to c.GBP1 million on the 
   basis of: 
   3.10676 Open Offer Shares for every 100 Existing Ordinary Shares 
   Further details of the Open Offer, including the terms and conditions, are available to shareholders 
   in the Circular. 
 
   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 
    Radnor Capital (Investor relations) 
     Joshua Cryer 
     Iain Daly                                     +44 20 3897 1830 
    Field Consulting (PR) 
     Robert Jeffery                               +44 20 7096 7730 
 
 
   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 plants currently in construction and development. 
 
   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 (as defined in the announcement 
   of the Company made on 24 June 2020), Open Offer Shares or Retail Shares (as defined in the 
   announcement of the Company made on 24 June 2020) 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 (all as defined 
   in the announcement of the Company made on 24 June 2020) 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. 
 
 
 

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