TIDMVELA
RNS Number : 1064J
Vela Technologies PLC
14 August 2019
14 August 2019
Vela Technologies plc
("Vela" or the "Company")
Posting of Circular and Notice of General Meeting
Further to the announcements released on 12 August 2019, Vela
will hold a General Meeting of the Company at 10.00 a.m. on 30
August 2019 at the offices of Allenby Capital Limited at 5 St
Helen's Place, London, EC3A 6AB.
The Company has today posted to its shareholders a circular
containing a notice convening the General Meeting (the "Circular"),
the purpose of which is to explain to Shareholders the background
to the proposals and to seek their approval of the resolutions to
be proposed at the General Meeting.
The Circular will be available shortly on the Company's website,
www.velatechplc.com.
Extracts from the Circular are set out below and should be read
in conjunction with the Circular.
Defined terms used in this announcement shall have the meaning
ascribed to them in the Circular.
For further information, please contact:
Vela Technologies plc Tel: +44 (0) 7802
262 443
Brent Fitzpatrick, Non-Executive Chairman
Antony Laiker, Director
Allenby Capital Limited Tel: +44 (0) 20 3328
(Nominated Adviser) 5656
Nick Athanas/Asha Chotai
Smaller Company Capital Limited Tel: +44 (0) 20 3651
(Joint Broker) 2910
Rupert Williams/Jeremy Woodgate
About Vela Technologies
Vela Technologies (AIM: VELA) is an investing company focused on
early stage and pre-IPO long term disruptive technology
investments. There are currently 12 investments in the portfolio
which either have developed ways of utilising technology or
developing technology with a view to disrupting the businesses or
sector in which they operate. More recently, Vela Technologies has
also started to focus on existing listed companies where valuations
may offer additional opportunities.
Extracts from the Circular
The following has been extracted from, and should be read in
conjunction with, the Circular, which will shortly be made
available for download from the Company's website:
www.velatechplc.com
Dear Shareholder
Proposed increases of authorities to allot securities
Proposed Subscription for Ordinary Shares by a Director
Notice of General Meeting
1. Introduction
On 24 April 2019 and 12 August 2019, the Company announced,
inter alia, that it had conditionally raised GBP400,000 (before
expenses) through a placing of 400,000,000 new Ordinary Shares at
0.1p per share. The Placing has utilised the Company's existing
authorities to allot securities. Conditional on Shareholders
approving the grant of authorities to allot securities at the
General Meeting, Placees will also receive one Placing Warrant for
every four Placing Shares subscribed for. Antony Laiker, a Director
of the Company, has subscribed for GBP25,000 in the Placing and is,
subject to Shareholder approval as above, receiving 6,250,000
Placing Warrants.
The net proceeds of the Placing have, in part, been used to make
a further investment in Portr. Antony Laiker was deemed at the time
of the initial announcement on 24 April 2019 to be in possession of
price sensitive information relating to the proposed terms of the
Portr funding and accordingly he could not at that time enter into
a binding commitment for his participation in the Placing. As
announced on 12 August 2019, the Portr fundraising has now been
completed and Antony Laiker has now subscribed GBP25,000 to
complete his participation in the Placing.
Further to the announcement on 24 April 2019, GBP200,000 of the
Company's Loan Notes, together with accrued unpaid interest, have
been converted into new Ordinary Shares, and the remaining
GBP200,000 of Loan Notes (and accrued unpaid interest), held by
Antony Laiker, have been redeemed in cash. It was announced on 24
April 2019 that Antony Laiker intended to enter into an agreement
to use the entire proceeds of such redemption for the subscription
of new Ordinary Shares, subject to Shareholders approving the grant
of authorities to allot securities at the General Meeting. As
announced on 12 August 2019, following completion of the Portr
fundraising, Antony Laiker has now entered into a formal agreement
for the subscription of the Antony Laiker Subscription Shares.
The purpose of this document is to set out details of the
Placing Warrants and the proposed issue of the Antony Laiker
Subscription Shares, and of the Resolutions to be proposed at the
General Meeting, notice of which is set out at the end of this
document.
2. Placing and Placing Warrants
The Placing was carried out in April 2019 with Antony Laiker's
participation for GBP25,000 completing in August 2019. The Placing
has raised a total of GBP400,000 before expenses. The Placing
proceeds were and will be used for the following:
-- to make an investment of GBP91,341 in Portr Limited, one of
the Company's existing investee companies;
-- to repay GBP200,000 of Loan Notes (plus accrued unpaid interest) held by Antony Laiker;
-- to enable the Company to take advantage of further investment
opportunities as when they arise; and
-- for general working capital purposes.
Under the terms of the Placing, conditional on the approval of
Shareholders in general meeting to the grant of authorities to
allot securities, Placees will be issued with one Placing Warrant
for every four Placing Shares subscribed for. Each Placing Warrant
will entitle the holder to subscribe for one Ordinary Share at an
exercise price of 0.15p per share, for a period of two years from
issue. Following the Placing, existing authorities to allot
securities are insufficient to enable the Placing Warrants to be
exercised in full. Subject to the passing of resolutions 1 and 2 at
the General Meeting, 100,000,000 Placing Warrants will be issued,
under which up to 100,000,000 new Ordinary Shares may be issued,
with an aggregate nominal value of GBP100,000.
Having participated in the Placing, and subject to Shareholder
approval of resolutions 1 and 2, Antony Laiker will receive
6,250,000 Placing Warrants. Separately, Kevin Sinclair, a
substantial shareholder having an interest of approximately 10.42%
of the current issued share capital of the Company, subscribed for
GBP45,000 in the Placing and will receive 11,250,000 Placing
Warrants. As announced on 24 April 2019, these participations in
the Placing constituted related party transactions pursuant to Rule
13 of the AIM Rules. Brent Fitzpatrick, as Independent Director,
considers, having consulted with the Company's nominated adviser
Allenby Capital, that the terms of the participations by Antony
Laiker and Kevin Sinclair in the Placing are fair and reasonable
insofar as Shareholders are concerned.
3. Proposed Subscription for new Ordinary Shares by a
Director
As announced on 12 August 2019, Antony Laiker has agreed to
subscribe the entire proceeds of the redemption of his GBP200,000
of Loan Notes (and accrued unpaid interest) for Ordinary Shares at
0.1p per share. The Subscription is conditional on the approval of
Shareholders at the General Meeting to the grant of authorities to
allot securities. Subject to the passing of resolutions 3 and 4 at
the General Meeting, 240,985,301 Ordinary Shares, having an
aggregate nominal value of GBP240,985.30, will be issued to Antony
Laiker.
As announced by the Company on 24 April 2019, the Subscription
constituted a related party transaction pursuant to Rule 13 of the
AIM Rules. Brent Fitzpatrick, as Independent Director, considers,
having consulted with the Company's nominated adviser Allenby
Capital, that the terms of the Subscription by Antony Laiker are
fair and reasonable insofar as Shareholders are concerned.
Admission of the Antony Laiker Subscription Shares is expected
to take place at 8:00 a.m. on 2 September 2019, should resolutions
3 and 4 be passed at the General Meeting.
Following the issue of the Antony Laiker Subscription Shares,
Antony Laiker would be beneficially interested in 301,175,301
Ordinary Shares representing approximately 17.52 per cent of the
Enlarged Share Capital. If all the Placing Warrants proposed to be
held by him were to be exercised, Antony Laiker would be
beneficially interested in 307,425,301 Ordinary Shares in aggregate
(representing approximately 17.88 per cent of the Ordinary Shares
then in issue, assuming no other new Ordinary Shares have been
issued).
4. Authorities to allot securities
At the General Meeting, Shareholders are being asked to increase
the Directors' authorities to allot shares in the Company:
(a) to provide sufficient authority for the exercise of all the
Placing Warrants. Resolution 1 and resolution 2 will, if passed,
give the Directors the necessary authorities to allot ordinary
shares up to a maximum nominal amount of GBP100,000 (representing
approximately 6.9 per cent of the current issued ordinary share
capital of the Company), both generally and for cash on a non
pre-emptive basis in connection with the exercise of all the
Placing Warrants. These authorities will expire on 30 September
2021.
(b) to provide sufficient authority for the issue of Ordinary
Shares to Antony Laiker as described in paragraph 3 above.
Resolution 3 and resolution 4 will, if passed, give the Directors
the necessary authorities to allot ordinary shares up to a maximum
nominal amount of GBP240,986 (representing approximately 16.6 per
cent of the current issued ordinary share capital of the Company),
both generally and for cash on a non pre-emptive basis in
connection with the issue the Antony Laiker Subscription Shares.
These authorities will expire at the conclusion of the Annual
General Meeting of the Company to be held in 2019.
(c) to provide general authorities to allot shares, having
utilised all of the current general authorities for the purposes of
the Placing. Resolution 5 and resolution 6 will, if passed, approve
the renewal of general authorities to allot shares for the purpose
of (i) granting the Directors general authority to allot up to a
maximum nominal amount of GBP750,000, representing approximately
51.6 per cent of the current issued ordinary share capital; and
(ii) disapplying pre-emption rights in connection with the
allotment of up to a maximum nominal amount of GBP750,000,
representing approximately 51.6 per cent of the current issued
ordinary share capital. These authorities will expire at the
conclusion of the Annual General Meeting of the Company to be held
in 2020 or, if earlier, 15 months after the passing of the
resolutions.
The Directors propose that the authorities given by resolutions
5 and 6 should provide sufficient headroom to enable the Company to
take advantage of further fundraising opportunities over the next
year should these arise (there being no current intention to use
this further authority). In addition, this authority would be
utilised for any further options to subscribe for Ordinary Shares
which are granted to the Directors whilst the authority is in
place.
Resolutions 1, 3 and 5 will be proposed as ordinary resolutions
and resolutions 2, 4 and 6 will be proposed as special
resolutions.
5. General Meeting
A notice convening the General Meeting to be held at the offices
of Allenby Capital Limited, 5 St Helen's Place, London EC3A 6AB at
10.00 a.m. on 30 August 2019 is set out at the end of this
Circular.
At the General Meeting, the following resolutions will be
proposed:
(a) Resolutions 1 and 2: to grant authorities to allot Ordinary
Shares upon the exercise of Placing Warrants;
(b) Resolutions 3 and 4: to grant authorities to allot the
Antony Laiker Subscription Shares; and
(c) Resolutions 5 and 6: to grant general authorities to allot
Ordinary Shares on a non-preemptive basis, as described in
paragraph 4 above.
6. Action to be taken
Shareholders will find enclosed with this document a Form of
Proxy for use at the General Meeting, which should be returned by
no later than 10.00 a.m. on 28 August 2019 for the General Meeting
to be held on 30 August 2019.
Whether or not you intend to be present at the General Meeting,
you are requested to complete, sign and return the forms of proxy
to the Company's registrars, Neville Registrars Limited, Neville
House, Steelpark Road, Halesowen B62 8HD as soon as possible but,
in any event, so as to arrive by no later than 48 hours before the
time and date of the meeting. The completion and return of a form
of proxy will not preclude you from attending the relevant meeting
and voting in person should you wish to do so.
In order for the Subscription to proceed, Shareholders will need
to approve resolutions 3 and 4 set out in the Notice of General
Meeting. If resolutions 3 and 4 are not passed at the General
Meeting, the Subscription will not proceed in the form currently
envisaged, with the result that the anticipated net proceeds of the
Subscription will not become available to the Company to enable it
to achieve the objectives set by the Board and the Company's
business plans and growth prospects as a result.
7. Recommendation
Brent Fitzpatrick, as the independent Director, considers
resolutions 1 to 4 to be proposed at the General Meeting to be in
the best interests of the Company and its Shareholders as a whole
and accordingly recommends that Shareholders vote in favour of
those resolutions, as he intends to do in respect of the 1,500,000
Ordinary Shares (equivalent to approximately 0.1 per cent of the
existing issued Ordinary Shares) beneficially owned by him. Due to
Antony Laiker's participation in the Placing and in the
Subscription, Antony Laiker will not vote on resolutions 1 to 4 to
be proposed at the General Meeting.
The Directors consider resolutions 5 and 6 to be proposed at the
General Meeting to be in the best interests of the Company and its
Shareholders as a whole and accordingly recommend that Shareholders
vote in favour of those resolutions, as they intend to do in
respect of the 61,690,000 Ordinary Shares (equivalent to
approximately 4.17 per cent of the existing issued Ordinary Shares)
beneficially owned by them in aggregate.
Yours faithfully
Brent Fitzpatrick
Chairman
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
2019
Circular, Notice of General Meeting and 14 August
Form of Proxy posted to Shareholders
Latest time and date for receipt of forms 10.00 a.m. on 28 August
of proxy for the General Meeting
General Meeting 10.00 a.m. on 30 August
Admission and commencement of dealings 8.00 a.m. on 2 September
in the Antony Laiker Subscription Shares
to trading on AIM
Notes:
(1) References to times in this Circular and in the Notice of
General Meeting are to London time (unless otherwise stated).
(2) If any of the above times or dates should change, the
revised times and/or dates will be notified by an announcement from
the Company through an RIS.
(3) The timing of the events in the above timetable and in the
rest of this Circular is indicative only.
KEY STATISTICS
Number of existing issued Ordinary Shares 1,477,958,416*
Number of Antony Laiker Subscription Shares 240,985,301
Total number of Ordinary Shares in issue on Admission 1,718,943,717
Percentage of Enlarged Share Capital represented 14.02 per cent.
by the Antony Laiker Subscription Shares
Total number of Placing Warrants 100,000,000
Percentage of Enlarged Share Capital represented 5.82 per cent.
by the Placing Warrants
ISIN GB00BYZ9XC29
SEDOL BYZ9XC2
* Following admission to trading on AIM on 19 August 2019 of the
25,000,000 new ordinary shares issued pursuant to the Placing as
announced on 12 August 2019
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END
NOGZMGMRNDFGLZM
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