REG - Invinity Energy Sys - Conditional Agreement to Repay Loan Facility

Invinity Energy SystemsAnnouncement

03/03/2023 07:00

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RNS Number : 7444R  Invinity Energy Systems PLC  03 March 2023

The information contained within this Announcement is deemed by Invinity
Energy Systems plc to constitute inside information as stipulated under the
Market Abuse Regulation (EU) No. 596/2014 as it forms part of UK law by virtue
of the European Union (Withdrawal) Act 2018 ("MAR").

 

3 March 2023

Invinity Energy Systems plc

 

("Invinity" or the "Company")

 

Conditional Agreement to Repay Convertible Loan Facility

 

Invinity Energy Systems plc (AIM: IES) (AQSE: IES) (OTCQX: IESVF), a leading
global manufacturer of utility-grade energy storage, is pleased to announce
that it has entered into a prepayment agreement ("Repayment Agreement") to
repay the outstanding drawn amount of the convertible loan facility (the
"Facility") with RiverFort Global Opportunities PCC Ltd and YA II PN Ltd.
(together the "Noteholders") which was announced on 14 December 2022.

 

Under the terms of the Facility, an initial amount of US$2,500,000 ("Initial
Advance") was drawn of which US$2,081,075.32 remains outstanding ("Outstanding
Drawn Amount"). Under the Repayment Agreement, the Noteholders have agreed
that the restrictions for prepaying the Initial Advance (as set out in the
announcement of the Facility on 14 December 2022) will not apply and in
accordance with the Facility the Company has agreed to settle the Outstanding
Drawn Amount together with the redemption premium of 10% (US$208,107.53) (the
"Redemption Premium"). The repayment of the Outstanding Drawn Amount and the
Redemption Premium is conditional on the completion of the Placing and Open
Offer. In the meantime the Noteholders have agreed that they will not issue
any further conversion notices.

 

Pursuant to the Facility, on 14 December 2022 the Noteholders were granted
warrants exercisable at 67.35p to subscribe for 1,350,020 ordinary shares for
a period of up to four years (the "Existing Warrants"). In accordance with the
terms of the warrant instrument, the Company is required to amend the exercise
price of these warrants to 32p, being the issue price of the recently
announced Placing and Open Offer. In consideration of the Noteholders
undertakings pursuant to the Repayment Agreement, the Company has, conditional
on the completion of the Placing and Open Offer, agreed to grant a further
449,980 warrants at an exercise price of 32p which will expire on 14 December
2026 (being the same date as the Existing Warrants).

 

As part of the Facility, 2,700,038 ordinary shares were issued to the
Noteholders (the "Initial Shares") to effect initial conversions relating to
the Initial Advance. To the extent that the Noteholders still held Initial
Shares after the Facility had been repaid in full, the shares would be sold by
the Noteholders with the relevant net proceeds remitted to the Company. As at
the date of this announcement 1,779,640 of the Initial Shares are remaining
and held by the Noteholders. So as to ensure an orderly market, the Company
and the Noteholders have agreed that for a period of 24 months from the date
of the Repayment Agreement these remaining shares may only be sold following
instruction from the Company, since 97% of the net proceeds are to be remitted
to the Company.

 

In its announcement of 22 February 2023 the Company set out that a minimum
Placing of £16 million was sufficient to satisfy the Company's working
capital requirements through to the end of H1 2024. On 23 February 2023 the
Company announced that the Placing was oversubscribed and subsequently
increased to £19 million. The Company is therefore comfortable that the
additional £3 million to be received in the Placing combined with the £2.5
million Subscription, the Company's existing cash resources and any proceeds
from the Open Offer provide the Company with a robust working capital
position. Accordingly, the Company believes it is in shareholders' best
interests to commit a proportion of its existing cash resources to the
repayment of the Facility as described above. The Company will not however
release these funds until completion of the Placing and Open Offer.

 

By way of a break fee to the Noteholders, should the Placing and Open Offer
not complete by 30 April 2023, the Company has agreed that the Redemption
Premium will still be payable but in shares at a price equivalent to the
average daily VWAP in the 5 days prior to 30 April 2023.

 

Jonathan Marren, Chief Development Officer and Interim CFO at Invinity said:

 

"Entering into the Facility in December 2022 supported the significant order
backlog and considerable near-term commercial interest Invinity has attracted.
This Facility has been an important bridge to the recently announced equity
funding through the Placing, Open Offer and strategic investment. We look
forward to repaying the Facility and convey our appreciation to Riverfort and
YA for assisting Invinity during this period."

 

 

Enquiries:

 

 Invinity Energy Systems plc                                 +44 (0)20 4551 0361
 Jonathan Marren, Chief Development Officer and Interim CFO

 Joe Worthington, Director of Communications

 Canaccord Genuity (Nominated Adviser and Joint Broker)      +44 (0)20 7523 8000
 Henry Fitzgerald-O'Connor / Harry Pardoe / Gordon Hamilton

 VSA Capital (Financial Adviser and Joint Broker)            +44 (0)20 3005 5000
 Andrew Monk / Simon Barton

 EAS Advisors LLC (US Corporate Advisor)                     +1 (646) 495 2225
 Matthew Bonner / Chris Chesworth

 

Notes to Editors

 

Invinity Energy Systems plc (AIM: IES) (AQSE: IES) (OTCQX: IESVF) manufactures
vanadium flow batteries for large-scale, high-throughput energy storage
requirements of business, industry and electrical networks.

 

Invinity's factory-built flow batteries run continually with no degradation
for over 25 years, making them suitable for the most demanding applications in
renewable energy production. Energy storage systems based on Invinity's
batteries are safe, reliable, and economical, and range in size from less than
250 kilowatt-hours to tens of megawatt-hours.

 

Invinity was created in April 2020 through the merger of two flow battery
industry leaders: redT energy plc and Avalon Battery Corporation. With over 65
MWh of systems already deployed or contracted for delivery across over 70
sites in 15 countries, Invinity is active in all major global energy storage
markets and has operations in the UK, Canada, USA, China and Australia.
Invinity Energy Systems plc is listed in the UK on AIM and AQSE and trades in
the USA on OTCQX.

 

To find out more, visit invinity.com (https://invinity.com/?utm_source=rns) or
call Investor Relations on +44 (0)204 551 0361.

 

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