REG - Invinity Energy Sys - Result of Placing

Invinity Energy SystemsAnnouncement

23/02/2023 09:30

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RNS Number : 8563Q  Invinity Energy Systems PLC  23 February 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").

 

23 February 2023

Invinity Energy Systems plc

 

("Invinity" or the "Company")

 

Result of Placing

 

Placing and Subscription for aggregate of £21.5m

 

Further to the announcement on 22 February 2023, Invinity Energy Systems plc
(AIM: IES) (AQSE: IES) (OTCQX: IESVF), a leading global manufacturer of
utility-grade energy storage, is pleased to announce the results of the
Placing.

 

The Company has conditionally raised gross proceeds of £19 million through
the Placing of 59,375,000 new Ordinary Shares at the Issue Price of 32 pence
per new Ordinary Share. The Issue Price of 32 pence represents a discount
of 13.51 per cent. to the closing middle market price of 37 pence per
ordinary share on 22 February 2023.

 

The Subscription has conditionally raised £2.5 million through the
subscription of 7,812,500* new Ordinary Shares at the Issue Price.
Accordingly, the Placing and Subscription have conditionally raised in
aggregate £21.5 million before expenses. Canaccord Genuity and VSA Capital
acted as Joint Bookrunners in respect of the Placing.

 

Further to this morning's announcement, the Placing was oversubscribed and the
Company, having taken into account the strong support received from existing
and new investors, decided to increase the size of the Placing. The additional
funds raised in the Placing, along with the Subscription and any proceeds of
the Open Offer, will be used to further positively support the Company's
development and commercial activities, particularly in respect of the Mistral
programme.

 

The Placing is conditional upon, inter alia, shareholders approving the
Fundraising Resolution at the General Meeting that will grant to the Directors
the authority to allot the Placing Shares for cash on a non-pre-emptive basis.
Admission of the Placing Shares is expected to occur at 8.00 a.m. on 16 March
2023 or such later time and/or dates as the Company, Canaccord Genuity and VSA
Capital may agree (being in any event no later than 30 April 2023).

 

The Subscription is also conditional on shareholder approval and on the
Subscriber receiving the Approvals.

 

Director Participation

 

The Company confirms the participation in the Placing by the following
directors:

 

               Number of Ordinary Shares held before the Placing  Number of Placing  Shares being subscribed for   Resultant shareholding after the Placing

 Director
 Neil O'Brien  87,500                                             78,125                                           165,625
 Larry Zulch   2,258,949                                          31,250                                           2,290,199
 Matt Harper   1,597,845                                          15,625                                           1,613,470

 

Jonathan Marren intends to apply for Open Offer Entitlements and Excess Open
Offer Entitlements representing an aggregate value of £20,000. A further
update on his participation will be provided on completion of the Open Offer.

 

Related Party Transaction

 

The issue of 14,568,495 Placing Shares to Schroder Investment Management, a
substantial shareholder of the Company, constitutes a related party
transaction under the AIM Rules and the AQSE Apex Rulebook. The Directors
consider, having consulted with Canaccord Genuity, acting in its capacity
as the Company's Nominated Adviser, and VSA Capital, acting as the Company's
AQSE Corporate Adviser, that the terms of such placing are fair and
reasonable insofar as the Company's shareholders are concerned.

 

Open Offer

 

Further to yesterday's announcement and given the successful closing of the
Bookbuild, the Company confirms its intention to raise up to approximately £4
million by the issue of up to 12,528,355* Open Offer Shares at the Issue
Price, payable in full on acceptance.

 

The Open Offer will include an Excess Application Facility to enable
Qualifying Shareholders to apply for additional New Ordinary Shares in excess
of their entitlements under the Open Offer.

 

Qualifying Shareholders may apply for Open Offer Shares under the Open Offer
at the Issue Price pro rata to their holdings of Ordinary Shares on the Record
Date on the basis of:

 

2 Open Offer Shares for every 19 Existing Ordinary Shares held

 

Subject to availability, the Excess Application Facility enables Qualifying
Shareholders to apply for additional Open Offer Shares in excess of their Open
Offer Entitlement, up to the maximum number of Open Offer Shares available
less their Open Offer Entitlement.

 

Applicants can apply for less or more than their entitlements under the Open
Offer, but the Company cannot guarantee that any application under the Excess
Application Facility will be satisfied, as this will depend, in part, on the
extent to which other Qualifying Shareholders apply for less than or more than
their own Open Offer Entitlements. The Open Offer is conditional on admission
of the Open Offer Shares to trading on AIM and AQSE becoming effective and the
Placing Agreement having become unconditional.

 

 

Posting of Circular and Notice of General Meeting

 

Completion of the Fundraising is conditional, inter alia, upon the passing of
the Fundraising Resolution by the Company's shareholders at a General Meeting
to be held on 15 March 2023, notice of which will be set out in the Circular.
The Subscription is also conditional on shareholder approval and on the
Subscriber receiving the Approvals. The Circular also contains, inter alia,
the full terms and conditions of the Open Offer, a letter from Neil O'Brien,
Non-Executive Chairman of Invinity, explaining the Open Offer and providing
Directors' recommendation in respect of the Resolutions and includes an
expected timetable of principal events.  The Circular is expected to be
dispatched to Shareholders tomorrow together, where relevant, with an
Application Form for the Open Offer and a form of proxy for the General
Meeting. Once posted, the Circular will become available on the Company's
website at https://invinity.com/investors/shareholder-documents/
(https://invinity.com/investors/shareholder-documents/) .

 

Due to capacity constraints, shareholders wishing to attend the General
Meeting are requested to RSVP via ir@invinity.com (mailto:ir@invinity.com)
 no later than 9.00 a.m. on 14 March 2023, being the day prior to the
meeting.

The Placing and Open Offer is not conditional on the Subscription Approvals
being granted or the Subscription otherwise completing.

Other than where defined, capitalised terms used in this announcement have the
meanings given to them in the Announcement released by the Company at 5pm
(London time) on 22 February 2023.

 

*This corrects the number given in the Placing, Open Offer & Strategic
Investment announcement released 5pm (UK Time) on 22 February 2023.

 

Larry Zulch, CEO of Invinity Energy Systems plc said:

"We are delighted to have received this level of backing from new and existing
institutional investors in support of our mission to provide the energy
storage required for the global energy transition. The capital raised will
support the expansion of our activities in line with significant and growing
demand for our products. On behalf of the entire Invinity team, we are
grateful to our shareholder base for their continued support and look forward
to growing the scope and scale of Invinity's activities in the years to come."

 

 

 

Enquiries:

 

 Invinity Energy Systems plc                                 +44 (0)204 551 0361
 Jonathan Marren, Chief Development Officer and Interim CFO

 Joe Worthington, Director of Communications

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

 VSA Capital (Joint Bookrunner)                              +44 (0)20 3005 5000
 Andrew Monk / Simon Barton

 

 1   Details of the person discharging managerial responsibilities
 a)  Name                                             Lawrence Zulch
 2   Reason for the notification
 a)  Position/status                                  Chief Executive Officer
 b)  Initial notification/ Amendment                  Initial notification
 3   Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                             Invinity Energy Systems plc
 b)  LEI                                              213800N2NKOTYUNRCU14
 4   Details of the transaction(s): section to be repeated for (i) each type of
     instrument; (ii) each type of transaction; (iii) each date; and (iv) each
     place where transactions have been conducted
 a)  Description of the financial instrument          Ordinary shares of €0.01 each
 b)  Identification code of the Financial Instrument  JE00BLR94N79
 c)  Nature of the transaction                        Purchase of shares
 d)  Price(s) and volume(s)

Price(s)  Volume(s)
                                                      GBP 0.32  31,250

 

 e)  Aggregated information:  volume, Price           Aggregated Volume: 31,250

                                                      Aggregated Price: GBP 10,000
 f)  Date of the transaction                          22 February 2023
 g)  Place of the transaction                         London Stock Exchange (XLON)

 

 

e)

Aggregated information:  volume, Price

Aggregated Volume: 31,250

Aggregated Price: GBP 10,000

f)

Date of the transaction

22 February 2023

g)

Place of the transaction

London Stock Exchange (XLON)

 

 1   Details of the person discharging managerial responsibilities
 a)  Name                                             Neil O'Brien
 2   Reason for the notification
 a)  Position/status                                  Non-Executive Chairman
 b)  Initial notification/ Amendment                  Initial notification
 3   Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                             Invinity Energy Systems plc
 b)  LEI                                              213800N2NKOTYUNRCU14
 4   Details of the transaction(s): section to be repeated for (i) each type of
     instrument; (ii) each type of transaction; (iii) each date; and (iv) each
     place where transactions have been conducted
 a)  Description of the financial instrument          Ordinary shares of €0.01 each
 b)  Identification code of the Financial Instrument  JE00BLR94N79
 c)  Nature of the transaction                        Purchase of shares
 d)  Price(s) and volume(s)

Price(s)  Volume(s)
                                                      GBP 0.32  78,125

 

 e)  Aggregated information:  volume, Price           Aggregated Volume: 78,125

                                                      Aggregated Price: GBP 25,000
 f)  Date of the transaction                          22 February 2023
 g)  Place of the transaction                         London Stock Exchange (XLON)

 

 

e)

Aggregated information:  volume, Price

Aggregated Volume: 78,125

Aggregated Price: GBP 25,000

f)

Date of the transaction

22 February 2023

g)

Place of the transaction

London Stock Exchange (XLON)

 

 

 

 1   Details of the person discharging managerial responsibilities
 a)  Name                                             Matt Harper
 2   Reason for the notification
 a)  Position/status                                  Chief Commercial Officer
 b)  Initial notification/ Amendment                  Initial notification
 3   Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                             Invinity Energy Systems plc
 b)  LEI                                              213800N2NKOTYUNRCU14
 4   Details of the transaction(s): section to be repeated for (i) each type of
     instrument; (ii) each type of transaction; (iii) each date; and (iv) each
     place where transactions have been conducted
 a)  Description of the financial instrument          Ordinary shares of €0.01 each
 b)  Identification code of the Financial Instrument  JE00BLR94N79
 c)  Nature of the transaction                        Purchase of shares
 d)  Price(s) and volume(s)

Price(s)  Volume(s)
                                                      GBP 0.32  15,625

 

 e)  Aggregated information:  volume, Price           Aggregated Volume: 15,625

                                                      Aggregated Price: GBP 5,000
 f)  Date of the transaction                          22 February 2023
 g)  Place of the transaction                         London Stock Exchange (XLON)

 

 

e)

Aggregated information:  volume, Price

Aggregated Volume: 15,625

Aggregated Price: GBP 5,000

f)

Date of the transaction

22 February 2023

g)

Place of the transaction

London Stock Exchange (XLON)

 

 

 

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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