REG - Velocys PLC - Cancellation of admission to trading

VelocysAnnouncement

18/01/2024 12:45

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RNS Number : 1835A  Velocys PLC  18 January 2024

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

 

( )

18 January 2024

 

RECOMMENDED CASH ACQUISITION

 

of

 

Velocys plc

 

by

 

Madison Bidco Limited

 

(a newly formed company indirectly owned by (i) a fund advised by Lightrock,
(ii) a fund advised by Carbon Direct Capital, (iii) GenZero and (iv) Kibo
Investments, as members of the Consortium)

 

to be implemented by means of a scheme of arrangement

under Part 26 of the Companies Act 2006

 

Cancellation of admission to trading of Velocys Shares

 

Further to the announcement made by Velocys on 17 January 2024 that the
Court-sanctioned scheme of arrangement in relation to the recommended cash
acquisition by Madison Bidco Limited of the entire issued and to be issued
share capital of Velocys had become Effective, Velocys announces that,
following an application to the London Stock Exchange, the admission to
trading on AIM of Velocys Shares has been cancelled with effect from 7.00 a.m.
today, 18 January 2024.

 

Unless otherwise defined, all capitalised terms in this announcement shall
have the meanings given to them in the scheme document published by Velocys on
13 December 2023 in connection with the Scheme (the "Scheme Document").

 

 

Enquiries:

 

 Velocys plc                                                                +44 20 7379 5151

 Henrik Wareborn

 Philip Sanderson

 Panmure Gordon (UK) Limited (Rule 3 Adviser, Financial Adviser, Nomad and  +44 20 7886 2500
 Joint Broker to Velocys)

 Emma Earl (Corporate Finance)

 Will Goode (Corporate Finance)

 Mark Rogers (Corporate Finance)

 Hugh Rich (Corporate Broking)

 Shore Capital Stockbrokers Limited (Joint Broker)                          +44 20 7408 4090

 Henry Willcocks (Corporate Broking)

 Toby Gibbs (Corporate Advisory)

 James Thomas (Corporate Advisory)

 h2Radnor (Investor Relations)                                              +44 20 3897 1830

 Joshua Cryer

 Iain Daly

 Buchanan (Financial PR)                                                    +44 20 7466 5000

 Helen Tarbet

 Simon Compton

 Cavendish (Financial Adviser to Bidco and the Consortium)                  +44 20 7220 0500

 Marc Milmo

 Henrik Persson

 Seamus Fricker

 

Cooley (UK) LLP is acting as legal adviser to Bidco.

 

Mayer Brown International LLP is acting as legal adviser to Velocys.

 

Important Notices

 

Panmure Gordon (UK) Limited ("Panmure Gordon"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority, is acting
as financial adviser and Rule 3 adviser to Velocys and no one else in
connection with the matters described in this announcement and will not be
responsible to anyone other than Velocys for providing the protections offered
to clients of Panmure Gordon or for providing advice in connection with any
matter referred to in this announcement. Neither Panmure Gordon nor any of its
affiliates (nor their respective directors, officers, employees or agents)
owes or accepts any duty, liability or responsibility whatsoever (whether
direct or indirect, whether in contract, in tort, under statute or otherwise)
to any person who is not a client of Panmure Gordon in connection with this
announcement, any statement contained herein, the Acquisition or otherwise. No
representation or warranty, express or implied, is made by Panmure Gordon as
to the contents of this announcement.

 

Shore Capital and Corporate Limited ("Shore Capital"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority, is acting
as adviser to Velocys and no one else in connection with the matters described
in this announcement and will not be responsible to anyone other than Velocys
for providing the protections offered to clients of Shore Capital or for
providing advice in connection with any matter referred to in this
announcement. Neither Shore Capital nor any of its affiliates (nor their
respective directors, officers, employees or agents) owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is not a
client of Shore Capital in connection with this announcement, any statement
contained herein, the Acquisition or otherwise. No representation or warranty,
express or implied, is made by Shore Capital as to the contents of this
announcement.

 

Cavendish Capital Markets Limited ("Cavendish"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority, is acting
as financial adviser to the Consortium and Bidco and no one else in connection
with the matters described in this announcement and will not be responsible to
anyone other than the Consortium and Bidco for providing the protections
offered to clients of Cavendish or for providing advice in connection with any
matter referred to in this announcement. Neither Cavendish nor any of its
affiliates (nor their respective directors, officers, employees or agents)
owes or accepts any duty, liability or responsibility whatsoever (whether
direct or indirect, whether in contract, in tort, under statute or otherwise)
to any person who is not a client of Cavendish in connection with this
announcement, any statement contained herein, the Acquisition or otherwise. No
representation or warranty, express or implied, is made by Cavendish as to the
contents of this announcement.

 

This announcement is for information purposes only and is not intended to, and
does not, constitute, or form part of, an offer, invitation or the
solicitation of an offer to purchase, otherwise acquire, subscribe for, sell
or otherwise dispose of, any securities or the solicitation of any vote or
approval in any jurisdiction pursuant to the Acquisition or otherwise, nor
shall there be any sale, issuance or transfer of securities of Velocys in any
jurisdiction in contravention of applicable law. The Acquisition will be
implemented solely pursuant to the terms of the Scheme Document (or, if the
Acquisition is implemented by way of a Takeover Offer, the offer document),
which will contain the full terms and conditions of the Acquisition, including
details of how to vote in respect of the Acquisition. Any vote in respect of
the Scheme or other response in relation to the Acquisition should be made
only on the basis of the information contained in the Scheme Document (or, if
the Acquisition is implemented by way of a Takeover Offer, the offer
document).

 

This announcement does not constitute a prospectus, prospectus equivalent
document or exempted document.

 

If you are in any doubt about the contents of this announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor, accountant
or independent financial adviser duly authorised under the Financial Services
and Markets Act 2000 (as amended) if you are resident in the United Kingdom
or, if not, from another appropriately authorised independent financial
adviser.

 

Overseas Shareholders

 

The release, publication or distribution of this announcement in or into
jurisdictions other than the UK may be restricted by law and therefore any
persons who are subject to the law of any jurisdiction other than the UK
should inform themselves of, and observe, any applicable legal or regulatory
requirements. Any failure to comply with such requirements may constitute a
violation of the securities laws of any such jurisdiction. To the fullest
extent permitted by applicable law, the companies and persons involved in the
Acquisition disclaim any responsibility or liability for the violation of such
restrictions by any person. This announcement has been prepared in accordance
with and for the purpose of complying with English law, the Takeover Code and
the Market Abuse Regulation and information disclosed may not be the same as
that which would have been prepared in accordance with the laws of
jurisdictions outside England.

 

The availability of the Acquisition to Velocys Shareholders who are not
resident in and citizens of the UK may be affected by the laws of the relevant
jurisdictions in which they are located or of which they are citizens. Persons
who are not resident in the UK should inform themselves of, and observe, any
applicable legal or regulatory requirements of their jurisdictions. In
particular, the ability of persons who are not resident in the United Kingdom
to vote their Velocys Shares with respect to the Scheme at the Court Meeting,
or to appoint another person as proxy to vote at the Court Meeting on their
behalf, may be affected by the laws of the relevant jurisdictions in which
they are located. Any failure to comply with the applicable restrictions may
constitute a violation of the securities laws of any such jurisdiction. To the
fullest extent permitted by applicable law, the companies and persons involved
in the Acquisition disclaim any responsibility or liability for the violation
of such restrictions by any person. Further details in relation to Overseas
Shareholders will be contained in the Scheme Document (or, if the Acquisition
is implemented by way of a Takeover Offer, the offer document).

 

Unless otherwise determined by Bidco or required by the Takeover Code, and
permitted by applicable law and regulation, the Acquisition will not be made
available, directly or indirectly, in, into or from a Restricted Jurisdiction
where to do so would violate the laws in that jurisdiction and no person may
vote in favour of the Scheme by any such use, means, instrumentality or from
within a Restricted Jurisdiction or any other jurisdiction if to do so would
constitute a violation of the laws of that jurisdiction. Copies of this
announcement and any formal documentation relating to the Acquisition are not
being, and must not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in or into or from any Restricted Jurisdiction and persons
receiving such documents (including agents, custodians, nominees and trustees)
must not mail or otherwise forward, distribute or send it in or into or from
any Restricted Jurisdiction. Doing so may render invalid any related purported
vote in respect of the Acquisition. If the Acquisition is implemented by way
of a Takeover Offer (unless otherwise permitted by applicable law and
regulation), the Takeover Offer may not be made directly or indirectly, in or
into, or by the use of mails or any means or instrumentality (including, but
not limited to, facsimile, e-mail or other electronic transmission, telex or
telephone) of interstate or foreign commerce of, or of any facility of a
national, state or other securities exchange of any Restricted Jurisdiction
and the Takeover Offer may not be capable of acceptance by any such use,
means, instrumentality or facilities.

 

Further details in relation to Overseas Shareholders will be included in the
Scheme Document (or, if the Acquisition is implemented by way of a Takeover
Offer, the offer document).

 

Sanctions Disqualified Shareholders

 

No Sanctions Disqualified Shareholder will be entitled to vote at the Court
Meeting or appoint a proxy to exercise all or any such Shareholder's right to
vote on their behalf at the meeting. Please see paragraph 13 of Part 2 of the
Scheme Document for further details.

 

Notice to US or United States Velocys Shareholders

 

The Acquisition relates to the shares of an English company and is being made
by means of a scheme of arrangement provided for under the laws of England and
Wales. A transaction effected by means of a scheme of arrangement is not
subject to the tender offer or proxy solicitation rules under the US
Securities Exchange Act of 1934 (the "U.S. Exchange Act"). Accordingly, this
announcement, the Scheme and certain other documents relating to the
Acquisition are subject to the disclosure requirements and practices
applicable in the UK to schemes of arrangement which differ from the
disclosure requirements of the US tender offer and proxy solicitation rules.
The financial information included in this announcement and the Scheme
documentation has been prepared in accordance with generally accepted
accounting principles of the United Kingdom and thus may not be comparable to
financial information of US companies or companies whose financial statements
are prepared in accordance with generally accepted accounting principles in
the United States.

 

If, in the future, Bidco exercises its right to implement the Acquisition by
way of a Takeover Offer, which is to be made into the United States, such
Takeover Offer will be made in compliance with the applicable US laws and
regulations.

 

It may be difficult for US holders of Velocys Shares to enforce their rights
and any claim arising out of the US federal laws, since Bidco and Velocys are
located in a non-US jurisdiction, and some or all of their officers and
directors may be residents of a non-US jurisdiction. US holders of Velocys
Shares may not be able to sue a non-US company or its officers or directors in
a non-US court for violations of the US securities laws. Further, it may be
difficult to compel a non-US company and its affiliates to subject themselves
to a US court's judgement.

 

In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US
Exchange Act, the Consortium, certain affiliated companies or their nominees
and brokers (acting as agents), may from time to time make certain purchases
of, or arrangements to purchase, Velocys Shares outside of the US, other than
pursuant to the Acquisition, until the date on which the Acquisition becomes
Effective, lapses or is otherwise withdrawn. Also, in accordance with Rule
14e-5(b) of the U.S. Exchange Act, Cavendish will continue to act as exempt
principal traders in Velocys shares on the London Stock Exchange. These
purchases may occur either in the open market at prevailing prices or in
private transactions at negotiated prices. Any information about such
purchases will be disclosed as required in the United Kingdom, will be
reported to a Regulatory Information Service and will be available on the
London Stock Exchange website, www.londonstockexchange.com
(http://www.londonstockexchange.com) .

 

US Velocys Shareholders also should be aware that the transaction contemplated
herein may have tax consequences in the US and, that such consequences, if
any, are not described herein. US Velocys Shareholders are urged to consult
with legal, tax and financial advisers in connection with making a decision
regarding this transaction.

 

Forward Looking Statements

 

This announcement (including information incorporated by reference in this
announcement), oral statements made regarding the Acquisition, and other
information published by Bidco and Velocys contain statements which are, or
may be deemed to be, "forward-looking statements". Forward-looking statements
are prospective in nature and are not based on historical facts, but rather on
current expectations and projections of the management of Bidco and Velocys
about future events, and are therefore subject to risks and uncertainties
which could cause actual results to differ materially from the future results
expressed or implied by the forward-looking statements.

 

The forward-looking statements contained in this announcement include
statements relating to the expected effects of the Acquisition on Bidco and
Velocys (including their future prospects, developments and strategies), the
expected timing and scope of the Acquisition and other statements other than
historical facts. Often, but not always, forward-looking statements can be
identified by the use of forward-looking words such as "prepares", "plans",
"expects" or "does not expect", "is expected", "is subject to", "budget",
"projects", "synergy", "strategy", "scheduled", "goal", "estimates",
"forecasts", "cost-saving", "intends", "anticipates" or "does not anticipate",
or "believes", or variations of such words and phrases or statements that
certain actions, events or results "may", "could", "should", "would", "might"
or "will" be taken, occur or be achieved. Forward looking statements may
include statements relating to the following: (i) future capital expenditures,
expenses, revenues, earnings, synergies, economic performance, indebtedness,
financial condition, dividend policy, losses and future prospects; (ii)
business and management strategies and the expansion and growth of Bidco's,
Velocys' or any member of the Velocys Group's operations and potential
synergies resulting from the Acquisition; and (iii) the effects of global
economic conditions and governmental regulation on Bidco's, Velocys' or any
member of the Velocys Group's business.

 

Although Bidco and Velocys believe that the expectations reflected in such
forward-looking statements are reasonable, Bidco and Velocys can give no
assurance that such expectations will prove to be correct. By their nature,
forward-looking statements involve risk and uncertainty because they relate to
events and depend on circumstances that will occur in the future. There are a
number of factors that could cause actual results and developments to differ
materially from those expressed or implied by such forward-looking statements.

 

These factors include, but are not limited to: the ability to complete the
Acquisition; the ability to obtain requisite shareholder approvals and the
satisfaction of other Conditions on the proposed terms and schedule; changes
in the global political, economic, business and competitive environments and
in market and regulatory forces; changes in future exchange and interest
rates; changes in tax rates; future business combinations or disposals;
changes in general economic and business conditions; changes in the behaviour
of other market participants; changes in the anticipated benefits from the
proposed transaction not being realised as a result of changes in general
economic and market conditions in the countries in which Bidco and Velocys
operate, weak, volatile or illiquid capital and/or credit markets, changes in
tax rates, interest rate and currency value fluctuations, the degree of
competition in the geographic and business areas in which Bidco and Velocys
operate and changes in laws or in supervisory expectations or requirements.
Other unknown or unpredictable factors could cause actual results to differ
materially from those expected, estimated or projected in the forward-looking
statements. If any one or more of these risks or uncertainties materialises or
if any one or more of the assumptions proves incorrect, actual results may
differ materially from those expected, estimated or projected. Such
forward-looking statements should therefore be construed in the light of such
factors. Neither Bidco nor Velocys, nor any of their respective associates or
directors, officers or advisers, provides any representation, assurance or
guarantee that the occurrence of the events expressed or implied in any
forward-looking statements in this announcement will actually occur. You are
cautioned not to place any reliance on these forward-looking statements which
speak only as of the date of this announcement.

 

Specifically, statements of estimated cost savings and synergies related to
future actions and circumstances which, by their nature, involve risks,
uncertainties and contingencies. As a result, the cost savings and synergies
referred to may not be achieved, may be achieved later or sooner than
estimated, or those achieved could be materially different from those
estimated. Due to the scale of the Velocys Group, there may be additional
changes to the Velocys Group's operations. As a result, and given the fact
that the changes relate to the future, the resulting cost synergies may be
materially greater or less than those estimated.

 

Other than in accordance with their legal or regulatory obligations, neither
Bidco nor Velocys is under any obligation, and Bidco and Velocys expressly
disclaim any intention or obligation, to update or revise any forward-looking
statements, whether as a result of new information, future events or
otherwise.

 

Publication on a website

 

In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement
and the documents required to be published under Rule 26 of the Takeover Code
will be made available, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, on Bidco's website at
www.madisonmomentum.com (http://www.madisonmomentum.com) and Velocys' website
at http://offer.velocys.com by no later than 12 noon (London time) on the
Business Day following this announcement. For the avoidance of doubt, neither
the content of this website nor of any website accessible from hyperlinks is
incorporated by reference or forms part of this announcement.

 

Requesting hard copy documents

 

In accordance with Rule 30.3 of the Takeover Code, Velocys Shareholders,
persons with information rights and participants in Velocys Share Plans may
request a hard copy of this announcement by contacting Link Group on 0371 664
0321. Calls are charged at the standard geographic rate and will vary by
provider. Calls outside the United Kingdom will be charged at the applicable
international rate. The helpline is open between 9 am - 5.30 pm, Monday to
Friday excluding public holidays in England and Wales. Please note that Link
Group cannot provide any financial, legal or tax advice and calls may be
recorded and monitored for security and training purposes. For persons who
receive a copy of this announcement in electronic form or via a website
notification, a hard copy of this announcement will not be sent unless so
requested. Such persons may also request that all future documents,
announcements and information (and any information incorporated into them by
reference to another source) in relation to the Acquisition be sent to them in
hard copy form.

 

Electronic communications

 

Please be aware that addresses, electronic addresses and certain other
information provided by Velocys Shareholders, persons with information rights
and other relevant persons for the receipt of communications from Velocys may
be provided to Bidco during the offer period as required under Section 4 of
Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the Takeover
Code.

 

 

 

 

 

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