REG - Velocity Composites - Results of REX Retail Offer & Total Voting Rights

Velocity CompositesAnnouncement

14/08/2023 15:45

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RNS Number : 2691J  Velocity Composites PLC  14 August 2023

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET
ABUSE REGULATION (EU)596/2014 WHICH FORMS PART OF UK LAW BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR").

 

14 August 2023

 

VELOCITY COMPOSITES PLC

("Velocity or the "Company")

 

Results of REX Retail Offer and Total Voting Rights

 

Further to the announcement on 9 August 2023, Velocity Composites plc (AIM:
VEL), the leading supplier of composite material kits to aerospace and other
high-performance manufacturers, is pleased to announce that following the
closing of the REX Retail Offer, 497,583 Ordinary Shares will be issued at a
price of 40 pence per Ordinary Share (the "Issue Price") to existing retail
investors.

 

Consequently, 1,900,000 Firm Placing Shares, 1,100,000 Subscription Shares and
497,583 REX Retail Offer Shares will be issued resulting in a total of
3,497,583 new Ordinary Shares being issued in connection with the Firm
Placing, Subscription and REX Retail Offer, raising total gross proceeds of
approximately £1.40 million.

 

The Company has also conditionally raised £5 million (before expenses)
through the issue of 12,500,000 EIS/VCT Placing Shares at the Issue Price. The
EIS/VCT Placing is conditional, inter alia, upon Shareholder approval at the
General Meeting on 29 August 2023.

 

The Company has the authority to issue and allot the Firm Placing Shares, the
Subscription Shares and the Retail Offer Shares pursuant to certain existing
shareholder authorities granting such powers to the Directors at the Company's
Annual General Meeting held on 28 February 2023.

 

Application has been made to the London Stock Exchange for the admission of
the Firm Placing Shares, the Subscription Shares and the Retail Offer Shares
to trading on AIM. First Admission of the Firm Placing Shares, the
Subscription Shares and the Retail Offer Shares to trading on AIM is expected
to occur at 8.00 a.m. on 15 August 2023.

 

Following First Admission, the total number of Ordinary Shares in the capital
of the Company in issue will be 40,418,368 with each Ordinary Share carrying
the right to one vote. There are no Ordinary Shares held in treasury and
therefore the total number of voting rights in the Company is 40,418,368. The
above figure may be used by Shareholders in the Company as the denominator for
the calculations by which they will determine if they are required to notify
their interest in, or a change to their interest in, the share capital of the
Company under the FCA's Disclosure, Guidance and Transparency Rules.

 

Unless otherwise defined, capitalised terms within this announcement shall
have the same meaning as those contained within the announcement dated 9
August 2023 under RNS number 7242I.

 

Enquiries:

 

 Velocity                               +44 (0) 1282 577577

 Andy Beaden, Chairman

 Jon Bridges, Chief Executive Officer

 Adam Holden, Chief Financial Officer

 Cenkos (Nominated Adviser and Broker)  +44 (0)20 7397 8900

 Katy Birkin

 Ben Jeynes

 George Lawson

 SEC Newgate (Financial PR)             +44 (0)7540 106 366

 Robin Tozer                            velocitycomposites@secnewgate.co.uk

 George Esmond

 Harry Handyside

 

This announcement should be read in its entirety. In particular, the
information in the "Important Notices" section of the announcement should be
read and understood.

 

Important Notices

 

The content of this announcement, which has been prepared by and is the sole
responsibility of the Company.

 

This announcement and the information contained herein is not for release,
publication or distribution, directly or indirectly, in whole or in part, in
or into or from the United States (including its territories and possessions,
any state of the United States and the District of Columbia (the "United
States" or "US")), Australia, Canada, New Zealand, Japan, the Republic of
South Africa, any member state of the EEA or any other jurisdiction where to
do so might constitute a violation of the relevant laws or regulations of such
jurisdiction.

 

The REX Retail Offer Shares have not been and will not be registered under the
US Securities Act of 1933, as amended (the "US Securities Act") or under the
applicable state securities laws of the United States and may not be offered
or sold directly or indirectly in or into the United States. No public
offering of the REX Retail Offer Shares is being made in the United States.
The REX Retail Offer Shares are being offered and sold outside the United
States in "offshore transactions", as defined in, and in compliance with,
Regulation S under the US Securities Act. In addition, the Company has not
been, and will not be, registered under the US Investment Company Act of 1940,
as amended.

 

This announcement does not constitute an offer to sell or issue or a
solicitation of an offer to buy or subscribe for REX Retail Offer Shares in
the United States, Australia, Canada, New Zealand, Japan, the Republic of
South Africa, any member state of the EEA or any other jurisdiction in which
such offer or solicitation is or may be unlawful. No public offer of the
securities referred to herein is being made in any such jurisdiction.

 

This announcement is not for publication or distribution, directly or
indirectly, in or into the United States of America.  This announcement is
not an offer of securities for sale into the United States.  The securities
referred to herein have not been and will not be registered under the US
Securities Act and may not be offered or sold in the United States, except
pursuant to an applicable exemption from registration.  No public offering of
securities is being made in the United States.

 

The distribution of this announcement may be restricted by law in certain
jurisdictions and persons into whose possession any document or other
information referred to herein comes should inform themselves about and
observe any such restriction. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such jurisdiction.

 

REX is a proprietary technology platform owned and operated by Peel Hunt LLP
(registered address at 7th Floor, 100 Liverpool Street, London EC2M 2AT; FRN
530083). Peel Hunt LLP ("Peel Hunt") is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting exclusively for the
Company and for no-one else and will not regard any other person (whether or
not a recipient of this announcement) as its client in relation to the REX
Retail Offer and will not be responsible to anyone other than the Company for
providing the protections afforded to its clients, nor for providing advice in
connection with the REX Retail Offer, First Admission and the other
arrangements referred to in this announcement.

 

The value of Ordinary Shares and the income from them is not guaranteed and
can fall as well as rise due to stock market movements. When you sell your
investment, you may get back less than you originally invested. Figures refer
to past performance and past performance is not a reliable indicator of future
results. Returns may increase or decrease as a result of currency
fluctuations.

 

Certain statements in this announcement are forward-looking statements which
are based on the Company's expectations, intentions and projections regarding
its future performance, anticipated events or trends and other matters that
are not historical facts. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "intend", "estimate", "expect"
and words of similar meaning, include all matters that are not historical
facts. These forward-looking statements involve risks, assumptions and
uncertainties that could cause the actual results of operations, financial
condition, liquidity and dividend policy and the development of the industries
in which the Company's businesses operate to differ materially from the
impression created by the forward-looking statements. These statements are not
guarantees of future performance and are subject to known and unknown risks,
uncertainties and other factors that could cause actual results to differ
materially from those expressed or implied by such forward-looking statements.
Given those risks and uncertainties, prospective investors are cautioned not
to place undue reliance on forward-looking statements.

 

These forward-looking statements speak only as at the date of this
announcement and cannot be relied upon as a guide to future performance. The
Company and Peel Hunt expressly disclaim any obligation or undertaking to
update or revise any forward-looking statements contained herein to reflect
actual results or any change in the assumptions, conditions or circumstances
on which any such statements are based unless required to do so by
the Financial Conduct Authority, the London Stock Exchange or applicable law.

 

The information in this announcement is for background purposes only and does
not purport to be full or complete. None of Peel Hunt or any of its
affiliates, accepts any responsibility or liability whatsoever for, or makes
any representation or warranty, express or implied, as to this announcement,
including the truth, accuracy or completeness of the information in this
announcement (or whether any information has been omitted from the
announcement) or any other information relating to the Company or associated
companies, whether written, oral or in a visual or electronic form, and
howsoever transmitted or made available or for any loss howsoever arising from
any use of the announcement or its contents or otherwise arising in connection
therewith. Peel Hunt and its affiliates, accordingly disclaim all and any
liability whether arising in tort, contract or otherwise which they might
otherwise be found to have in respect of this announcement or its contents or
otherwise arising in connection therewith.

 

Any indication in this announcement of the price at which the Ordinary Share
have been bought or sold in the past cannot be relied upon as a guide to
future performance. Persons needing advice should consult an independent
financial adviser. No statement in this announcement is intended to be a
profit forecast and no statement in this announcement should be interpreted to
mean that earnings or target dividend per share of the Company for the current
or future financial years would necessarily match or exceed the historical
published earnings or dividends per share of the Company.

 

Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into or forms part of this announcement.
The REX Retail Offer Shares to be issued or sold pursuant to the REX Retail
Offer will not be admitted to trading on any stock exchange other than the
London Stock Exchange.

 

It is further noted that the REX Retail Offer is only open to investors in the
United Kingdom who fall within Article 43 of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended (which includes
an existing member of the Company).

 

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