REG - Invinity Energy Sys - Update on Proposed Redomiciliation to the UK

Invinity Energy SystemsAnnouncement

22/11/2024 07:00

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RNS Number : 2387N  Invinity Energy Systems PLC  22 November 2024

 

 

22 November 2024

Invinity Energy Systems plc

 

("Invinity" or the "Company")

 

Update on Proposed Redomiciliation to the UK

Posting of Shareholder Circular

 

Invinity Energy Systems plc (AIM: IES) (AQSE: IES) (OTCQX: IESVF), a leading
global manufacturer of utility-grade energy storage, announces the Company's
proposed redomiciliation from Jersey to the UK is progressing in line with
timelines referenced in the Interim Results on 27 September 2024.

 

To this end, a shareholder circular (the "Circular") will be posted today to
shareholders and published on the Company's website here
(https://invinity.com/investors/shareholder-documents/?utm_source=rns) . The
purpose of this document is to set out the background to the proposed
redomiciliation, details of the Scheme which will change Invinity's corporate
structure and convene the necessary meetings to approve the Scheme.

 

Background

In the circular published on 3 May 2024, the Board stated its intention to
re-domicile the Company from Jersey to the UK following the successful
completion of the Subscription, Placing and Open Offer in May 2024. The
Company's current status as a Jersey company means that it incurs duplicated
costs in order to comply with local corporate requirements. Accordingly, it is
expected that this move will reduce the Company's overall costs, simplify the
Group's corporate structure, and facilitate more focused management of the
businesses based in the UK and North America. Furthermore, certain investors
in the UK have a mandate to invest only in UK registered companies and are
therefore restricted in their ability to invest in Invinity.

 

The Board, after detailed consideration, believes the proposed new corporate
structure is the most appropriate structure for the Invinity Group and will
best support its long-term strategy and growth. Accordingly, the Invinity
Directors are recommending moving the headquarters of the Group to the UK, to
be effected by the implementation of the Scheme.

 

Action to be taken

Invinity Shareholders are recommended to read the Circular in full and,
whether or not you propose to attend the meetings, you are requested to
complete, sign and return the enclosed BLUE Form of Proxy for use at the
Jersey Court Meeting and WHITE Form of Proxy for use at the Scheme General
Meeting to the Registrars. The Forms of Proxy should either be sent
electronically via email to #UKCSBRS.ExternalProxyQueries@computershare.co.uk
(mailto:#UKCSBRS.ExternalProxyQueries@computershare.co.uk) or be sent via post
to the Registrars, Computershare Investor Services (Jersey) Limited, c/o The
Pavilions, Bridgwater Road, Bristol BS99 6ZY. If you hold Invinity Shares in
uncertificated form you may also appoint a proxy by completing and
transmitting a CREST proxy instruction in accordance with the procedures set
out in the CREST manual ensuring that it is received by the Registrars by no
later than 48 hours before the time appointed for the relevant meeting.

 

The Directors unanimously recommend that Scheme Shareholders vote in favour of
the Scheme at the Jersey Court Meeting and the special resolutions to be put
to shareholders at the Scheme General Meeting. Further details about the
Meetings are set out below.

 

Other than where defined, capitalised terms used in this announcement have the
meanings given to them in the Circular.

 

The Scheme

The proposed Scheme will change the Invinity Group's corporate structure by
putting in place a new UK parent company for the Invinity Group incorporated
in England and Wales ("New Invinity") with its tax residence in the UK.

 

Under the Scheme, Invinity Shareholders at the Scheme Record Time will receive
one New Invinity Share for each Invinity Share cancelled under the Scheme.
Certificates for Invinity Shares held in certificated form will cease to be
valid and replacement certificates will be issued as soon as reasonably
practicable after the Effective Date.

 

The Reduction of Capital

As part of the Scheme, New Invinity will undergo a Scheme Reduction of
Capital. Following the Scheme becoming effective, it is proposed that the
share capital of New Invinity will be reduced to create distributable reserves
in New Invinity. Such reduction of capital will require the confirmatory
approval of the Invinity Shareholders. The New Invinity Reduction of Capital
will also require confirmation by the English Court and registration of the
order by the Registrar of Companies.

 

It is anticipated that the nominal value of a New Invinity Share prior to the
New Invinity Reduction of Capital will be £0.14. Pursuant to the New Invinity
Reduction of Capital, such nominal value will be reduced from £0.14 to
£0.01. It is intended that this will create a distributable reserve of
approximately £4.41 million, which will be available to New Invinity to be
applied towards any lawful purpose including distribution of dividends as
appropriate, although the Company does not plan on making dividend payments in
the foreseeable future, and there can be no assurances as to the level of
future dividends (if any).

 

The New Invinity Reduction of Capital is not expected to have any impact on
the market value of the New Invinity Shares. The New Invinity Reduction of
Capital will not increase the number of New Invinity Shares in issue, nor
generate cash for the Group.

 

Conditions to implementation of the Scheme

The implementation of the Scheme is conditional on the following having
occurred:

 

(a)      the Scheme being approved by a majority in number, representing
three-fourths in voting rights, of the holders of Invinity Shares present and
voting, either in person or by proxy, at the Jersey Court Meeting, (in other
words, 75 per cent. of the shares actually voted at the Jersey Court Meeting,
either in person or by proxy);

 

(b)      resolutions 1 and 2 (as set out in the Notice of Scheme General
Meeting in Part VIII of the Circular) to approve the matters in connection
with the Scheme having been duly passed at the Scheme General Meeting by a
majority of not less than two thirds of the votes cast;

 

(c)      the Scheme having been sanctioned (with or without modification)
and the Scheme Reduction of Capital having been confirmed by the Jersey Court
at the Jersey Court Hearing;

 

(d)      the Jersey Court Order having been delivered to the Jersey
Registrar of Companies and registered by him; and

 

(e)      permission having been granted by the London Stock Exchange and
AQSE to admit the New Invinity Shares to trading on AIM and the APEX segment
of the AQSE Growth Market of AQSE.

 

The Invinity Directors will not take the necessary steps to implement the
Scheme unless the above conditions have been satisfied or waived and, at the
relevant time, they consider that it continues to be in Invinity's and
Invinity Shareholders' best interests that the Scheme should be implemented.

 

Meetings

 

Jersey Court Meeting

The Scheme requires the approval of Invinity Shareholders at the Jersey Court
Meeting.

 

The Jersey Court Meeting has been convened with the permission of the Court
for 3.00 p.m. on 11 December 2024 for Scheme Shareholders to consider and, if
thought fit, approve the Scheme.

 

At the Jersey Court Meeting, voting will be by way of a poll and each Scheme
Shareholder present in person or by proxy will be entitled to one vote for
each Scheme Share held as at the Voting Record Time.

 

The approval required at the Jersey Court Meeting is a majority in number of
those Scheme Shareholders present and voting (and entitled to vote) in person
or by proxy, representing not less than 75 per cent. of the voting rights of
the Scheme Shares voted by such Scheme Shareholders.

 

The Notice of the Jersey Court Meeting is set out in Part VII (Notice of
Jersey Court Meeting) of the Circular.

 

Scheme General Meeting

Invinity Shareholders will also be asked to approve resolutions covering
various matters in connection with the Scheme at the Scheme General Meeting
and the Scheme will also be conditional upon the passing of certain
resolutions (as set out in the Notice of the Scheme General Meeting).

 

If the Scheme is approved by the requisite majority at the Jersey Court
Meeting, and approval is also obtained at the Scheme General Meeting, an
application will be made to the Jersey Court to sanction the Scheme at the
Jersey Court Hearing. Invinity Shareholders will have the right to attend the
Jersey Court Hearing and to appear in person or be represented by counsel to
support or oppose the sanction of the Scheme.

 

The Scheme General Meeting has been convened for 3.15 p.m. on 11 December
2024, or as soon after that time as the Jersey Court Meeting has concluded or
been adjourned, for Scheme Shareholders (as defined in the Scheme of
Arrangement) to consider and, if thought fit, pass the resolutions. The Notice
of the Scheme General Meeting is set out in Part VIII of the Circular.

 

It is important that, for the Jersey Court Meeting in particular, as many
votes as possible are cast, so that the Court may be satisfied that there is a
fair representation of opinion of the Scheme Shareholders. You are therefore
strongly advised to sign and return your Forms of Proxy or to appoint a proxy
through CREST for both the Jersey Court Meeting and the Scheme General Meeting
as soon as possible. Doing so will not prevent you from attending, voting and
speaking at the Meetings or any adjournment thereof, if you so wish and are so
entitled.

 

Invinity will make announcements to Invinity Shareholders from time to time in
relation to the progress of the Scheme, including upon the Scheme becoming
effective.

 

Expected Timetable of Principal Events

 

 Event                                                                            Time and/or date (2024-2025)
 Posting of the Circular and Forms of Proxy                                       22 November
 Latest time for lodging BLUE Forms of Proxy for the Jersey Court Meeting         3.00 p.m. on 9 December(1)
 Latest time for lodging WHITE Forms of Proxy for the Scheme General Meeting      3.15 p.m. on 9 December
 Voting Record Time                                                               6.00 p.m. on 9 December(2)
 Jersey Court Meeting                                                             3.00 p.m. on 11 December
 Scheme General Meeting                                                           3.15 p.m. on 11 December(3)

 The following dates are subject to change and are indicative only
 Jersey Court Hearing to sanction the Scheme and the Scheme Reduction of          10.00 a.m. on 8 January
 Capital
 Last day of dealings in, and for registration of transfers in CREST of,          8 January(4)
 Invinity Shares
 Scheme Record Time                                                               6.00 p.m. on 8 January
 Effective Date of the Scheme                                                     9 January
 Cancellation of listing of Invinity Shares, New Invinity Shares admitted to      8.00 a.m. on 9 January
 AIM and AQSE Growth Market, crediting of New Invinity Shares in uncertificated
 form to CREST accounts and dealings in New Invinity Shares commence on AIM and
 AQSE Growth Market
 English Court hearing to confirm the New Invinity Reduction of Capital            14 January
 New Invinity Reduction of Capital becomes effective                              15 January
 Despatch of New Invinity share certificates for New Invinity Shares in           Within 14 days of the Effective Date
 certificated form
 The date by which the Scheme must become unconditional and effective, failing    28 February
 which it will lapse

 

1.     BLUE Forms of Proxy for the Jersey Court Meeting not returned by
this time may be handed to the Chairman of Invinity at the Jersey Court
Meeting.

2.     If either the Jersey Court Meeting or the Scheme General Meeting is
adjourned, the Voting Record Time for the adjourned meeting will be 6.00 p.m.
on the date two days before the date set for the adjourned meeting.

3.     To commence at 3.15 p.m. or, if later, immediately after the
conclusion or adjournment of the Jersey Court Meeting.

4.     This date is indicative only and will depend, among other things,
on the date upon which the Jersey Court sanctions the Scheme.

 

Important Information

 New Invinity ISIN*  GB00BS9F9D74
 New Invinity LEI*   213800XX6UAMF51CYM12
 TIDM                IES

 

* Until the Scheme becomes effective and New Invinity Shares are admitted to
trading, which are expected to occur on 9 January 2025, Invinity Energy
Systems plc's ISIN and LEI will remain unchanged.

 

 

 

 

Stay up to date with news from Invinity. Join the distribution list for the
Company's monthly investor newsletter here
(https://invinity.com/newsletter/?utm_source=iesrns) .

 

Enquiries:

 

 Invinity Energy Systems plc                                               +44 (0)20 4551 0361
 Jonathan Marren, Chief Executive Officer

 Joe Worthington, Senior Director, Corporate Affairs

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

 VSA Capital (AQSE Corporate Advisor, Financial Adviser and Joint Broker)  +44 (0)20 3005 5000
 Andrew Monk / Andrew Raca

 Tavistock (Financial PR Advisor)                                          +44 (0)20 7920 3150
 Simon Hudson / Saskia Sizen / Adam Baynes                                 invinity@tavistock.co.uk (mailto:invinity@tavistock.co.uk)

 

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 75 MWh
of systems already deployed or contracted for delivery across 82 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 quoted 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) ,
sign up to our monthly Investor Newsletter here
(https://invinity.com/newsletter/?utm_source=iesrns) or contact Investor
Relations on via +44 (0)20 4551 0361 or ir@invinity.com
(mailto:ir@invinity.com) .

 

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