TIDMVLS
RNS Number : 6644T
Velocys PLC
26 November 2021
Velocys plc
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INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF
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NOT AN OFFER TO SELL OR A SOLICITATION TO BUY SECURITIES IN ANY
JURISDICTION, INCLUDING THE UNITED STATES OF AMERICA, CANADA,
AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR JAPAN IN
WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL OR TO ANY PERSON
TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER
THIS ANNOUNCEMENT NOR ANYTHING CONTAINED HEREIN SHALL FORM THE
BASIS OF, OR BE RELIED UPON IN CONNECTION WITH, ANY OFFER OR
COMMITMENT WHATSOEVER IN ANY SUCH JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF REGULATION 2014/596/EU AS IT FORMS PART OF THE LAW
OF ENGLAND AND WALES BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL)
ACT 2018. IN ADDITION, MARKET SOUNDINGS WERE TAKEN IN RESPECT OF
THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT
CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION. UPON THE
PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL
THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.
26 November 2021
Velocys plc
("Velocys" or the "Company")
Result of Placing
Velocys plc (AIM: VLS), the sustainable fuels technology
company, is pleased to announce the completion of the Bookbuild,
which was significantly oversubscribed, following the announcement
of the proposed Fundraise made yesterday, 25 November 2021. A total
of 312,500,000 Placing Shares have been conditionally placed at the
Placing Price of 8 pence per Placing Share to raise a total of
GBP25 million for the Company (before expenses).
The Company also announced details of an Open Offer to be made
to Qualifying Shareholders to raise up to an additional
approximately GBP2 million at the Placing Price.
The net proceeds of the Fundraise will be used primarily
for:
-- capital investment in the current manufacturing capability to
enable output of at least 12 reactors per year and, in addition,
the build-up of reactor parts inventory to expedite commissioning
of that equipment;
-- funding to advance the two reference projects (Bayou Fuels in
Mississippi, US and Altalto in Immingham, UK) to the point of
securing external investment into the detailed engineering
stage;
-- setting aside funds to back process guarantees and equipment warranties to clients;
-- general working capital needs over the next 24 months,
including the potential co-payment to secure site option extension
for the Altalto project; and
-- providing a line of sight to achieving net positive cash flow during 2024.
A Circular to shareholders containing full details of the
Fundraise including details of the Open Offer and the terms and
conditions on which it is being made, (including the procedure for
application and payment) and convening the General Meeting is
expected to be posted by 6 p.m. on 29 November 2021 and will also
be available on the Company's website around the same time. Panmure
Gordon (UK) Limited ("Panmure Gordon") is acting as nominated
adviser, joint broker and joint bookrunner to the Company alongside
joint broker and joint bookrunner Shore Capital Stockbrokers
Limited ("Shore Capital").
The Fundraise remains conditional on, inter alia, the passing of
the Resolutions at the General Meeting. The Placing is also
conditional upon the Placing Agreement between the Company, Panmure
Gordon and Shore Capital becoming unconditional and not being
terminated in accordance with its terms.
It is expected that dealings in the New Ordinary Shares in
relation to the VCT Shares will commence at 8:00 a.m. on 16
December 2021 and dealings in the New Ordinary Shares in relation
to the General Placing Shares and Open Offer Shares as may be
subscribed for, is expected to commence at 8:00 a.m. on 17 December
2021. The Open Offer is conditional on the Placing becoming or
being declared unconditional in all respects and not being
terminated before Admission.
Assuming completion of the Placing and subscription for the Open
Offer Shares in full, upon Admission, the Enlarged Share Capital is
expected to be 1,403,332,670 Ordinary Shares. On this basis, the
Placing Shares will represent approximately 22.3 per cent. of the
Enlarged Share Capital.
Related Party Transaction
As part of the Placing, Lansdowne Partners (UK) LLP
("Lansdowne"), a substantial shareholder of the Company and
therefore a Related Party as defined by the AIM Rules ("Related
Party"), has subscribed for a total of 71,405,393 Placing Shares at
the Placing Price under the Placing. Following completion of the
Fundraise (assuming subscription for the Open Offer Shares in
full), Lansdowne will have an aggregate interest in 255,156,632
Ordinary Shares, representing approximately 18.2 per cent. of the
enlarged share capital of the Company.
Certain Directors of the Company, being Andrew Morris, Philip
Holland, Darran Messem, Ann Markey and Thomas Quigley, all of which
are deemed to be a Related Party pursuant to the AIM Rules, have
subscribed for an aggregate of 625,000 Placing Shares at the
Placing Price. Following completion of the Fundraise (assuming
subscription for the Open Offer Shares in full), the above
Directors will hold an interest in 5,627,713 Ordinary Shares,
representing 0.4 per cent. of the enlarged share capital of the
Company.
The Directors who are independent of the Fundraise, having
consulted with the Company's nominated adviser, consider that the
terms of the participation in the Fundraise by Lansdowne and
certain of the Directors are fair and reasonable insofar as its
shareholders are concerned.
Henrik Wareborn, CEO of Velocys, commented:
"Velocys has a technology solution to accelerate the
decarbonisation transition for global aviation clients which has
been commercially demonstrated and is ready for commercial scale
deployment.
As a capital-light, licensing company which benefits from
recurring revenues from the full-service technology packages we
provide to our clients, we have a strong platform for scalable
growth. This Placing and Open offer, which has been significantly
oversubscribed, will enable the investment required to advance our
commercial traction and proceed towards our goals.
On behalf of the Board I would like to express my appreciation
to the investors who have supported us in this Placing. We look
forward to continuing to pursue our strategy, which we believe will
create value for all of our stakeholders."
The capitalised terms used in this announcement have the same
meanings as in the announcement published by the Company at
approximately 5.09 p.m. on 25 November 2021 unless otherwise
stated.
This announcement contains inside information for the purposes
of Article 7 of the UK version of Regulation 596/2014/EU (MAR).
Enquiries:
Velocys
Henrik Wareborn, CEO
Andrew Morris, CFO
Lak Siriwardene, Director of Communications
& Sustainability +44 1865 800821
Panmure Gordon (UK) Limited (Nomad and Joint
Broker)
Emma Earl (Corporate Finance)
John Prior (Corporate Finance)
Hugh Rich (Corporate Broking) +44 20 7886 2500
Shore Capital Stockbrokers Limited (Joint
Broker)
Henry Willcocks (Corporate Broking)
Toby Gibbs (Corporate Advisory)
James Thomas (Corporate Advisory)
Liam Zabludowicz (Corporate Advisory) +44 20 7408 4090
Buchanan (Financial PR)
Helen Tarbet
Simon Compton +44 20 7466 5000
R adnor Capital (Investor Relations)
Joshua Cryer
Iain Daly +44 20 3897 1830
Notes to Editors
Velocys is an LSE-listed, international sustainable fuels
technology company, traded on the AIM, providing clients with a
technology solution to enable the production of negative Carbon
Intensity synthetic, drop-in fuels from a variety of waste
materials. SAF ('Sustainable Aviation Fuel') is the only
commercially available, permanent alternative to fossil aviation
fuels.
The technology is IP-protected in all major jurisdictions.
Two reference projects in the US and UK (Bayou Fuels and
Altalto) are designed to accelerate the adoption and standardise
the Velocys proprietary Fischer Tropsch (FT) technology with an
integrated end to end solution, including renewable power and
sequestration. Velocys is enabling commercial scale SAF production
in response to the clean energy transition.
Velocys technology pathway is enabling the next generation of
low carbon sustainable fuels with significant additional positive
air quality impacts.
www.velocys.com
IMPORTANT NOTICE
The information contained in this announcement is for
information purposes only and does not purport to be full or
complete. The information contained in this announcement is given
at the date of its publication (unless otherwise marked) and is
subject to updating, revision and amendment from time to time. No
reliance may be placed for any purpose on the information contained
in this announcement or its accuracy, fairness or completeness.
Neither this announcement, nor any copy of it, may be taken or
transmitted, published or distributed, directly or indirectly, in
or into the United States or any other jurisdiction where to do so
would constitute a violation of the relevant securities laws of
such jurisdiction. This Announcement is for information purposes
only and does not constitute an offer to sell or issue, or the
solicitation of an offer to buy, acquire or subscribe for any
shares in the Company in the United States or any other state or
jurisdiction in which such offer or solicitation is not authorised
or to any person to whom it is unlawful to make such offer or
solicitation. Any failure to comply with these restrictions may
constitute a violation of securities laws of such
jurisdictions.
The New Ordinary Shares have not been, and will not be,
registered under the US Securities Act of 1933, as amended (the "US
Securities Act") and may not be offered, sold directly or
indirectly, in or into the United States except pursuant to an
applicable exemption from the registration requirements of the US
Securities Act. There will not be any public offering of the New
Ordinary Shares in the United States.
The contents of this Announcement have not been reviewed by any
regulatory authority in Hong Kong. You are advised to exercise
caution in relation to the Placing. If you are in any doubt about
any of the contents of this Announcement, you should obtain
independent professional advice. This is not an offer to the public
and the Placing Documents (as defined below) will not be registered
as a prospectus under the Companies (Winding Up and Miscellaneous
Provisions) Ordinance (Cap. 32 of the laws of Hong Kong) or any
other applicable ordinance in Hong Kong.
This Announcement must not, therefore, be distributed, issued,
circulated or possessed for the purpose of distribution or issue or
circulation, to persons in Hong Kong other than (1) to professional
investors within the meaning of the Securities and Futures
Ordinance (Cap. 571 of the laws of Hong Kong) (including
professional investors falling within the Securities and Futures
(Professional Investors) Rules (Cap. 571D of the laws of Hong
Kong)) or (2) in circumstances which would not constitute an offer
to the public for the purpose of the Companies (Winding Up and
Miscellaneous Provisions) Ordinance (Cap. 32 of the laws of Hong
Kong) or the Securities and Futures Ordinance (Cap. 571 of the laws
of Hong Kong).
This announcement has been issued by, and is the sole
responsibility of, the Company. No undertaking, representation,
warranty or other assurance, express or implied, is made or given
by or on behalf of the Company, Panmure Gordon (UK) Limited
("Panmure Gordon") or Shore Capital Stockbrokers Limited ("Shore
Capital") or any of their respective directors, officers, partners,
employees, agents or advisers or any other person as to the
accuracy or completeness of the information or opinions contained
in this announcement and no responsibility or liability is accepted
by any of them for any such information or opinions or for any
errors, omissions or misstatements, negligence or otherwise in this
announcement.
Panmure Gordon is authorised and regulated in the UK by the FCA
and is acting as nominated adviser and joint broker to the Company.
Panmure Gordon is not acting for, and will not be responsible to,
any person other than the Company for providing the protections
afforded to its customers or for advising any other person on the
contents of this announcement or on any transaction or arrangement
referred to in this announcement. No representation or warranty,
express or implied, is made by Panmure Gordon as to, and no
liability is accepted by Panmure Gordon in respect of, any of the
contents of this announcement. The responsibilities of Panmure
Gordon as the Company's nominated adviser under the AIM Rules for
Companies ("AIM Rules") and the AIM Rules for Nominated Advisers
are owed solely to London Stock Exchange plc and are not owed to
the Company or to any director or shareholder of the Company or any
other person, in respect of his decision to acquire shares in the
capital of the Company in reliance on any part of this
announcement, or otherwise.
Shore Capital is authorised and regulated in the UK by the FCA
and is acting as joint broker to the Company. Shore Capital is not
acting for, and will not be responsible to, any person other than
the Company for providing the protections afforded to its customers
or for advising any other person on the contents of this
announcement or on any transaction or arrangement referred to in
this announcement. No representation or warranty, express or
implied, is made by Shore Capital as to, and no liability is
accepted by Shore Capital in respect of, any of the contents of
this announcement.
The information in this announcement may not be forwarded or
distributed to any other person and may not be reproduced in any
manner whatsoever. Any forwarding, distribution, reproduction, or
disclosure of this information in whole or in part is unauthorised.
Failure to comply with this directive may result in a violation of
applicable securities laws and regulations of other
jurisdictions.
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 and the
Company's future financial condition and performance. These
statements, which sometimes use words such as "aim", "anticipate",
"believe", "may", "will", "should", "intend", "plan", "assume",
"estimate", "expect' (or the negative thereof) and words of similar
meaning, reflect the current beliefs and expectations of the
directors of the Company and/or the Joint Brokers and involve known
and unknown risks, uncertainties and assumptions, many of which are
outside the Company's control and difficult to predict, 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. The information contained in this
announcement speaks only as of the date of this announcement and is
subject to change without notice and the Company does not assume
any responsibility or obligation to, and does not intend to, update
or revise publicly or review any of the information contained to
this announcement, whether as a result of new information, future
events or otherwise, except to the extent required by the FCA, the
London Stock Exchange or by applicable law.
Any information in this announcement in respect of past
performance (including without limitation past performance of the
Company, its group, shares in the Company and/or the Company's
portfolio) cannot be relied upon as a guide to future performance.
The price of shares and the income from them may fluctuate upwards
or downwards and cannot be guaranteed.
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END
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