REG - Velocys PLC - £52 million for smaller scale GTL <Origin Href="QuoteRef">VLSV.L</Origin> - Part 2

VelocysAnnouncement

29/10/2014 15:03

- Part 2: For the preceding part double click  ID:nRSc8003Sa 

make on its behalf the representations, warranties, acknowledgements,
undertakings and agreements in this Appendix and the Announcement of which it
forms part; and (c) to receive on its behalf any investment letter relating to
the Placing in the form provided to it by Numis; 
 
24.  Undertakes that it (and any person acting on its behalf) will make
payment for the Placing Shares allocated to it in accordance with this
Announcement on the due time and date set out herein, failing which the
relevant Placing Shares may be placed with other subscribers or sold as Numis
may in its sole discretion determine and without liability to such Placee and
it will remain liable and will indemnify Numis on demand for any shortfall
below the net proceeds of such sale and the placing proceeds of such Placing
Shares and may be required to bear the liability for any stamp duty or stamp
duty reserve tax or security transfer tax (together with any interest or
penalties due pursuant to or referred to in these terms and conditions) which
may arise upon the placing or sale of such Placee's Placing Shares on its
behalf; 
 
25.  Acknowledges that none of Numis, any of its affiliates, or any person
acting on behalf of any of them, is making any recommendations to it, advising
it regarding the suitability of any transactions it may enter into in
connection with the Placing and that participation in the Placing is on the
basis that it is not and will not be treated for these purposes as a client of
Numis and that Numis has no duties or responsibilities to it for providing the
protections afforded to its clients or customers or for providing advice in
relation to the Placing nor in respect of any representations, warranties,
undertakings or indemnities contained in the Placing Agreement nor for the
exercise or performance of any of its rights and obligations thereunder
including any rights to waive or vary any conditions or exercise any
termination right; 
 
26.  Undertakes that the person whom it specifies for registration as holder
of the Placing Shares will be (i) itself or (ii) its nominee, as the case may
be. Neither Numis nor the Company will be responsible for any liability to
stamp duty or stamp duty reserve tax resulting from a failure to observe this
requirement. Each Placee and any person acting on behalf of such Placee agrees
to participate in the Placing and it agrees to indemnify the Company and Numis
in respect of the same on the basis that the Placing Shares will be allotted
to the CREST stock account of Numis who will hold them as nominee on behalf of
such Placee until settlement in accordance with its standing settlement
instructions; 
 
27.  Acknowledges that these terms and conditions and any agreements entered
into by it pursuant to these terms and conditions and any non-contractual
obligations arising out of or in connection with such agreement shall be
governed by and construed in accordance with the laws of England and Wales and
it submits (on behalf of itself and on behalf of any person on whose behalf it
is acting) to the exclusive jurisdiction of the English courts as regards any
claim, dispute or matter (including non-contractual matters) arising out of
any such contract, except that enforcement proceedings in respect of the
obligation to make payment for the Placing Shares (together with any interest
chargeable thereon) may be taken by the Company or Numis in any jurisdiction
in which the relevant Placee is incorporated or in which any of its securities
have a quotation on a recognised stock exchange; 
 
28.  Acknowledges that time shall be of the essence as regards its obligations
pursuant to this Appendix; 
 
29.  Agrees that the Company, Numis and their respective affiliates and others
will rely upon the truth and accuracy of the foregoing representations,
warranties, acknowledgements and undertakings which are given to Numis on its
own behalf and on behalf of the Company and are irrevocable and are
irrevocably authorised to produce this Announcement or a copy thereof to any
interested party in any administrative or legal proceeding or official inquiry
with respect to the matters covered hereby; 
 
30.  Agrees to indemnify on an after-tax basis and hold the Company, Numis and
their respective affiliates harmless from any and all costs, claims,
liabilities and expenses (including legal fees and expenses) arising out of or
in connection with any breach of the representations, warranties,
acknowledgements, agreements and undertakings in this Appendix and further
agrees that the provisions of this Appendix shall survive after completion of
the Placing; 
 
31.  Acknowledges that no action has been or will be taken by any of the
Company, Numis or any person acting on behalf of the Company or Numis that
would, or is intended to, permit a public offer of the Placing Shares in any
country or jurisdiction where any such action for that purpose is required; 
 
32.  Acknowledges that it is an institution that has knowledge and experience
in financial, business and international investment matters as is required to
evaluate the merits and risks of subscribing for the Placing Shares. It
further acknowledges that it is experienced in investing in securities of this
nature and in this sector and is aware that it may be required to bear, and
it, and any accounts for which it may be acting, are able to bear, the
economic risk of, and is able to sustain, a complete loss in connection with
the Placing. It has relied upon its own examination and due diligence of the
Company and its associates taken as a whole, and the terms of the Placing,
including the merits and risks involved; 
 
33.  Acknowledges that its commitment to subscribe for Placing Shares on the
terms set out herein and in the trade confirmation or contract note will
continue notwithstanding any amendment that may in future be made to the terms
of the Placing and that Placees will have no right to be consulted or require
that their consent be obtained with respect to the Company's conduct of the
Placing; 
 
34.  Acknowledges that Numis or any of its affiliates acting as an investor
for its own account may take up shares in the Company and in that capacity may
retain, purchase or sell for its own account such shares and may offer or sell
such shares other than in connection with the Placing; 
 
35.  Represents and warrants that, if it is a pension fund or investment
company, its purchase of Placing Shares is in full compliance with all
applicable laws and regulation; and 
 
36.  To the fullest extent permitted by law, it acknowledges and agrees to the
disclaimers contained in the Announcement including this Appendix. 
 
The representations, warranties, acknowledgments and undertakings contained in
this Appendix are given to Numis and the Company and are irrevocable and shall
not be capable of termination in any circumstances. 
 
The agreement to settle a Placee's subscription (and/or the subscription of a
person for whom such Placee is contracting as agent) free of stamp duty and
stamp duty reserve tax depends on the settlement relating only to a
subscription by it and/or such person direct from the Company for the Placing
Shares in question. Such agreement assumes that the Placing Shares are not
being subscribed for in connection with arrangements to issue depositary
receipts or to transfer the Placing Shares into a clearance service. If there
are any such arrangements, or the settlement relates to any other subsequent
dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be
payable, for which neither the Company nor Numis will be responsible, and the
Placee to whom (or on behalf of whom, or in respect of the person for whom it
is participating in the Placing as an agent or nominee) the allocation,
allotment, issue or delivery of Placing Shares has given rise to such UK stamp
duty or stamp duty reserve tax undertakes to pay such UK stamp duty or stamp
duty reserve tax forthwith and to indemnify on an after-tax basis and to hold
harmless the Company and Numis in the event that either of the Company and/or
Numis has incurred any such liability to UK stamp duty or stamp duty reserve
tax. If this is the case, each Placee should seek its own advice and notify
Numis accordingly. 
 
In addition, Placees should note that they will be liable for any stamp duty
and all other stamp, issue, securities, transfer, registration, documentary or
other duties or taxes (including any interest, fines or penalties relating
thereto) payable outside the UK by them or any other person on the
subscription by them of any Placing Shares or the agreement by them to
subscribe for any Placing Shares. 
 
Each Placee, and any person acting on behalf of the Placee, acknowledges that
Numis does not owe any fiduciary or other duties to any Placee in respect of
any representations, warranties, undertakings or indemnities in the Placing
Agreement. 
 
Each Placee and any person acting on behalf of the Placee acknowledges and
agrees that Numis or any of its affiliates may, at their absolute discretion,
agree to become a Placee in respect of some or all of the Placing Shares. 
 
When a Placee or person acting on behalf of the Placee is dealing with Numis,
any money held in an account with Numis on behalf of the Placee and/or any
person acting on behalf of the Placee will not be treated as client money
within the meaning of the rules and regulations of the FCA made under the
FSMA. The Placee acknowledges that the money will not be subject to the
protections conferred by the client money rules; as a consequence, this money
will not be segregated from Numis' money in accordance with the client money
rules and will be used by Numis in the course of its own business and the
Placee will rank only as a general creditor of Numis. 
 
All times and dates in this Announcement may be subject to amendment. Numis
shall notify the Placees and any person acting on behalf of the Placees of any
changes. 
 
Past performance is no guide to future performance and persons needing advice
should consult an independent financial adviser. 
 
Definitions 
 
In this Appendix to the Announcement and, as the context shall admit, in the
Announcement: 
 
Act means the Companies Act 2006; 
 
Admission means the admission of the Placing Shares to trading on AIM becoming
effective in accordance with the AIM Rules; 
 
AIM means the market of that name operated by the London Stock Exchange; 
 
AIM Rulesmeans the provisions of the London Stock Exchange AIM Rules for
Companies as amended from time to time governing, inter alia, admission to AIM
and the continuing obligations of AIM companies; 
 
Announcement means this announcement (including the appendix to this
announcement); 
 
bpd barrels per day; 
 
Board or Directors the board of directors of the Company as at the date of
this Announcement; 
 
Company means Velocys plc, registered in England and Wales with number
5712187, whose registered office is at 115e Olympic Avenue, Milton Park,
Abingdon, Oxfordshire OX14 4SA; 
 
CREST means the relevant system (as defined in the Uncertificated Securities
Regulations 2001 (SI 2001/3755) as amended from time to time) in respect of
which Euroclear UK & Ireland Limited is the Operator (as defined in the CREST
Regulations); 
 
Directors means the directors of the Company as at the date of this
Announcement; 
 
FCA means the Financial Conduct Authority of the United Kingdom; 
 
FSMA means the Financial Services and Markets Act 2000 (as amended); 
 
FT means Velocys' Fischer-Tropsch technology; 
 
London Stock Exchangemeans London Stock Exchange plc; 
 
General Meetingmeans the general meeting of the Company to be held at 1:30
p.m. on 17 October 2014, notice of which is set in the Notice of General
Meeting; 
 
GTL means a refinery process to convert natural gas or other gaseous
hydrocarbons into longer chain hydrocarbons such diesel or jet fuel; 
 
Notice of General Meetingmeans the notice convening the General Meeting, to be
distributed to Shareholders on or around the date of this announcement; 
 
Numis means Numis Securities Limited, registered in England and Wales with
number 2285918, whose registered office is at 10 Paternoster Square, London
EC4M 7LT; 
 
Ordinary Sharesmeans the ordinary shares of £0.01 each in the capital of the
Company; 
 
Pinto Enegy means Pinto Energy LLC, a limited liability corporation
established in Delaware, USA. Velocys plc and its subsidiaries are not
affiliated with Cockrell Interests, LLC, Pinto Energy Partners, L.P., Pinto
Energy Venice, LP, or Pinto Energy Partners- SR, LLC; 
 
Placee means any person (including individuals, funds or otherwise) by whom or
on whose behalf a commitment to acquire Placing Shares has been given; 
 
Placing means the placing of the Placing Shares by Numis, on behalf of the
Company, with Placees; 
 
Placing Agreementmeans the placing agreement dated 29 September 2014 between
the Company and Numis in respect of the Placing; 
 
Placing Pricemeans 225 pence per Placing Share; 
 
Placing Sharesmeans up to 23,111,111 new Ordinary Shares to be issued pursuant
to the Placing; 
 
Regulations means the UK Uncertificated Securities Regulations 2001 (SI 2001
No. 3755), as amended; 
 
Resolutions means the resolutions to be proposed at the General Meeting as set
out in the Notice of General Meeting; 
 
Shareholders means the holders of Ordinary Shares from time to time, each
individually being a Shareholder; 
 
Prospectus Directivemeans the Directive of the European Parliament and of the
Council of the European Union 2003/71/EC, as amended by European Directive
2010/73/EU, and includes any relevant implementing measure in EEA member
states; 
 
QIB means a qualified institutional buyer, as defined in Rule 144A under the
Securities Act; 
 
Securities Act means the US Securities Act of 1933, as amended; 
 
United Kingdom or UK means the United Kingdom of Great Britain and Northern
Ireland; 
 
United States or US means the United States of America, its territories and
possessions, any state of the United States and the District of Columbia; and 
 
Velocys means the Company, its subsidiaries and subsidiary undertakings. 
 
This information is provided by RNS
The company news service from the London Stock Exchange