REG - Velocys PLC - Fund raise of over £10 million <Origin Href="QuoteRef">VLSV.L</Origin> - Part 2

VelocysAnnouncement

15/05/2017 15:40

- Part 2: For the preceding part double click  ID:nRSO1768Fa 

number of Placing Shares allocated to it at the Placing
Price on the terms and conditions set out in this Appendix and in accordance
with the Company's articles of association.  An offer to acquire Placing
Shares, which has been communicated by a prospective Placee to Numis or
Canaccord (as applicable) which has not been withdrawn or revoked prior to
publication of this Announcement shall not be capable of withdrawal or
revocation immediately following the publication of this Announcement without
the consent of Numis or Canaccord (as applicable). 
 
3.4           Each Placee will also have an immediate, separate, irrevocable
and binding obligation, owed to Numis or Canaccord, as applicable (as agents
of the Company), to pay the relevant entity (or as it may direct) in cleared
funds an amount equal to the product of the Placing Price and the number of
Placing Shares such Placee has agreed to subscribe for and the Company has
agreed to allot and issue to that Placee. Each Placee's obligation will be
owed to the Company and to Numis or Canaccord, as applicable. 
 
3.5           Irrespective of the time at which a Placee's allocation pursuant
to the Placing is confirmed, settlement for all Placing Shares to be
subscribed for pursuant to the Placing will be required to be made at the same
time, on the basis explained below under "Registration and Settlement". 
 
3.6           All obligations under the Placing will be subject to fulfilment
of the conditions referred to below under "Conditions of the Placing" and to
the Placing not being terminated on the basis referred to below under
"Termination of the Placing Agreement". 
 
3.7           By participating in the Placing, each Placee will agree that its
rights and obligations in respect of the Placing will terminate only in the
circumstances described below and will not be capable of rescission or
termination by the Placee. 
 
3.8           To the fullest extent permitted by law and applicable FCA rules,
neither (i) Numis, (ii) any of its directors, officers, employees or
consultants, or (iii) to the extent not contained with (i) or (ii), any person
connected with Numis as defined in FSMA ((i), (ii) and (iii) being together
"affiliates" and individually an "affiliate"), shall have any liability
(including to the extent permissible by law, any fiduciary duties) to Placees
or to any person other than the Company in respect of the Placing. 
 
3.9           To the fullest extent permitted by law and applicable FCA rules,
neither (i) Canaccord, (ii) any of its directors, officers, employees or
consultants, or (iii) to the extent not contained with (i) or (ii), any person
connected with Canaccord as defined in FSMA ((i), (ii) and (iii) being
together "Affiliates" and individually an "Affiliate"), shall have any
liability (including to the extent permissible by law, any fiduciary duties)
to Placees or to any person other than the Company in respect of the Placing. 
 
4.             Conditions of the Placing 
 
4.1           Numis' and Canaccord's obligations under the Placing Agreement
in respect of the Placing Shares are conditional on, amongst other things: 
 
(a)           none of the warranties in the Placing Agreement (i) being untrue
and inaccurate or misleading to an extent which, in any such case, would be
material, or (ii) on and as of the date of the Placing Agreement and again at
Admission becoming untrue, inaccurate or misleading to an extent which, in any
such case, would be material by reference to the facts and circumstances then
subsisting; 
 
(b)           the Company allotting, subject only to Admission, the Placing
Shares in accordance with the Placing Agreement; 
 
(c)           certain publication of announcement obligations (including with
respect to this Announcement); 
 
(d)           the compliance by the Company with all its obligationswhich are
required to be performed or satisfied on or prior to Admission; 
 
(e)           the respective obligations of Numis and Canaccord under the
Placing Agreement not having been terminated prior to Admission; and 
 
(f)            Admission occurring by 8:00am on 2 June 2017 (or such later
time and date as Numis and Canaccord (acting together) may agree in unity with
the Company not being later than 8:00am on 16 June 2017). 
 
4.2           If (i) any condition contained in the Placing Agreement in
relation to the Placing Shares is not fulfilled or waived by Numis and
Canaccord (acting together), by the respective time or date where specified
(or such later time or date as Numis and Canaccord may agree in writing with
the Company), (ii) any such condition becomes incapable of being fulfilled or
(iii) the Placing Agreement is terminated in accordance with its terms, the
Placing will not proceed and the Placee's rights and obligations hereunder in
relation to the Placing Shares shall cease and terminate at such time and each
Placee agrees that no claim can be made by the Placee in respect thereof. 
 
4.3           Numis and Canaccord may, acting together and in their sole
discretion and upon such terms as they think fit, waive compliance by the
Company with the whole or any part of any of the Company's obligations in
relation to the conditions in the Placing Agreement, save that conditions (b)
and (f) above relating to Admission may not be waived. Any such extension or
waiver will not affect the Placees' commitments as set out in this
Announcement. 
 
4.4           Neither Numis nor Canaccord nor the Company shall have any
liability to any Placee (or to any other person whether acting on behalf of a
Placee or otherwise) in respect of any decision they may make as to whether or
not to waive or to extend the time and/or the date for the satisfaction of any
condition to the Placing nor for any decision they may make as to the
satisfaction of any condition or in respect of the Placing generally, and by
participating in the Placing each Placee agrees that any such decision is
within the absolute discretion of Numis and Canaccord (acting together). 
 
5.             Termination of the Placing Agreement 
 
5.1           Numis and Canaccord (acting together) are entitled, at any time
prior to Admission, to terminate the Placing Agreement in respect of the
Placing Shares in accordance with the terms of the Placing Agreement by giving
written notice to the Company in certain circumstances, including but not
limited to any of the warranties given to Numis  and Canaccord in the Placing
Agreement, which Numis and Canaccord (acting together) being untrue,
inaccurate or misleading in any material respect, the failure of the Company
to comply with its material obligations under the Placing Agreement or the
occurrence of a force majeure event which prevents any party not seeking to
terminate from performing its obligations under the Placing Agreement. 
 
5.2           By participating in the Placing, Placees agree that the exercise
by Numis and Canaccord of any right of termination or other discretion under
the Placing Agreement shall be within the absolute discretion of Numis and
Canaccord (acting together) that it need not make any reference to Placees and
that it nor the Company (or its directors, officers or employees) shall have
no liability to Placees whatsoever in connection with any such exercise. 
 
6.             No admission document or prospectus 
 
6.1           No offering document, admission document or prospectus has been
or will be submitted to be approved by the FCA or submitted to the London
Stock Exchange in relation to the Placing or the Placing Shares and Placees'
commitments will be made solely on the basis of the information contained in
this Announcement (including this Appendix) and the Exchange Information (as
defined below). 
 
6.2           Each Placee, by accepting a participation in the Placing, agrees
that the content of this Announcement is exclusively the responsibility of the
Company and confirms that it has neither received nor relied on any other
information (other than the Exchange Information), representation, warranty,
or statement made by or on behalf of the Company or Numis or Canaccord or any
other person and neither Numis nor Canaccord nor the Company nor any other
person will be liable for any Placee's decision to participate in the Placing
based on any other information, representation, warranty or statement which
the Placees may have obtained or received. Each Placee acknowledges and agrees
that it has relied on its own investigation of the business, financial or
other position of the Company in accepting a participation in the Placing.
Nothing in this paragraph shall exclude the liability of any person for
fraudulent misrepresentation. 
 
7.             Registration and settlement 
 
7.1           Settlement of transactions in the Placing Shares (ISIN:
GB00B11SZ269) following Admission will take place within the system
administered by Euroclear UK & Ireland Limited ("CREST"), subject to certain
exceptions.  Numis or Canaccord reserve the right to require settlement for,
and delivery of, the Placing Shares (or a portion thereof) to Placees in
certificated form if, in their opinion, delivery or settlement is not possible
or practicable within the CREST system within the timetable set out in this
Announcement or would not be consistent with the regulatory requirements in
any Placee's jurisdiction. 
 
7.2           Each Placee allocated Placing Shares in the Placing will be sent
a contract note in accordance with the standing arrangements in place with
Numis or Canaccord (as applicable), stating the number of Placing Shares
allocated to it at the Placing Price, the aggregate amount owed by such Placee
to Numis or Canaccord (as applicable) and settlement instructions.  Each
Placee agrees that it will do all things necessary to ensure that delivery and
payment is completed in accordance with either the standing CREST or
certificated settlement instructions that it has in place with Numis or
Canaccord (as applicable). 
 
7.3           The Company will (via its registrar) deliver the Placing Shares
to a CREST account operated by Numis or Canaccord (as applicable) as agent for
the Company and Numis or Canaccord (as applicable) will enter its delivery
(DEL) instruction into the CREST system.  Numis or Canaccord (as applicable)
will hold any Placing Shares delivered to this account as nominee for the
Placees. The input to CREST by a Placee of a matching or acceptance
instruction will then allow delivery of the relevant Placing Shares to that
Placee against payment. 
 
7.4           It is expected that settlement will take place on 2 June 2017 in
accordance with the instructions set out in the contract note. 
 
7.5           Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out above at
the rate of two percentage points above the base rate of Barclays Bank plc
from time to time. 
 
7.6           Each Placee agrees that, if it does not comply with these
obligations, Numis or Canaccord (as applicable) may sell any or all of the
Placing Shares allocated to that Placee on such Placee's behalf and retain
from the proceeds, for Numis' or Canaccord's account and benefit (as
applicable), an amount equal to the aggregate amount owed by the Placee plus
any interest due.  The relevant Placee will, however, remain liable for any
shortfall below the aggregate amount owed by it and may be required to bear
any stamp duty or stamp duty reserve tax (together with any interest or
penalties) which may arise upon the sale of such Placing Shares on such
Placee's behalf. 
 
7.7           If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the contract note is copied and
delivered immediately to the relevant person within that organisation. 
 
7.8           Insofar as Placing Shares are registered in a Placee's name or
that of its nominee or in the name of any person for whom a Placee is
contracting as agent or that of a nominee for such person, such Placing Shares
should, subject as provided below, be so registered free from any liability to
UK stamp duty or stamp duty reserve tax. 
 
7.9           Placees will not be entitled to receive any fee or commission in
connection with the Placing. 
 
8.             Representations and warranties 
 
8.1           By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) acknowledges, undertakes, represents, warrants
and agrees (as the case may be) that: 
 
(a)           it has read and understood this Announcement (including the
Appendix) in its entirety and its subscription for the Placing Shares is
subject to and based on the terms and conditions of the Placing as referred to
and included in this Announcement and undertakes not to redistribute or
duplicate this Announcement; 
 
(b)           no offering document, admission document or prospectus has been
prepared in connection with the Placing and that it has not received and will
not receive a prospectus, admission document or other offering document in
connection with the Placing; 
 
(c)           the Ordinary Shares are admitted to trading on AIM, and the
Company is therefore required to publish certain business and financial
information in accordance with the AIM Rules and the other applicable rules
and practices of the London Stock Exchange and/or the FCA (collectively
"Exchange Information"), which includes the Company's most recent balance
sheet and profit and loss account and that it is able to obtain or access such
information or comparable information concerning any other publicly traded
company without undue difficulty; 
 
(d)           (i) it has made its own assessment of the Company, the Placing
Shares and the terms and conditions of the Placing and has relied on its own
investigation of the business, financial or other position of the Company in
accepting a participation in the Placing and has satisfied itself that the
information is still current; (ii) none of Numis, Canaccord, the Company, any
of their respective Affiliates or any person acting on behalf of any of them
has provided, or will provide it, with any material regarding the Placing
Shares in addition to this Announcement; and (iii) it has not requested Numis,
Canaccord, the Company or any of their respective Affiliates or any person
acting on behalf of any of them to provide it with any such information; 
 
(e)           the content of this Announcement is exclusively the
responsibility of the Company and that none of Numis, Canaccord, their
Affiliates or any person acting on their behalf has or shall have any
liability for any information, representation or statement contained in this
Announcement or any information previously or concurrently published by or on
behalf of the Company and will not be liable for any Placee's decision to
participate in the Placing based on any information, representation or
statement contained in this Announcement or elsewhere; 
 
(f)            the only information on which it has relied in committing
itself to subscribe for the Placing Shares is contained in this Announcement
and any Exchange Information and that it has not received or relied on any
information given or any representations, warranties or statements, express or
implied, made by Numis, Canaccord or the Company or any of their Affiliates or
any person acting on behalf of any of them and none of Numis, Canaccord, the
Company, any of their Affiliates or any person acting on behalf of any of them
will be liable for its decision to accept an invitation to participate in the
Placing based on any information, representation, warranty or statement other
than that contained in this Announcement and any Exchange Information; 
 
(g)           it has neither received nor relied on any confidential price
sensitive information concerning the Company in accepting this invitation to
participate in the Placing and is not purchasing Placing Shares on the basis
of material non-public information; 
 
(h)           it has the funds available to pay for the Placing Shares it has
agreed to subscribe for and acknowledges, agrees and undertakes that it will
pay the total subscription amount in accordance with the terms of this
Announcement on the due time and date set out herein, failing which the
relevant Placing Shares may be placed with other Placees or sold at such price
as Numis or Canaccord (as applicable) determines; 
 
(i)            it: (i) is entitled to subscribe for the Placing Shares under
the laws of all relevant jurisdictions; (ii) has fully observed such laws;
(iii) has the requisite capacity and authority and is entitled to enter into
and to perform its obligations as a subscriber for Placing Shares and will
honour such obligations; and (iv) has obtained all necessary consents and
authorities (including, without limitation, in the case of any person on whose
behalf it is acting, all necessary consents and authorities to agree to the
terms set out or referred to in this Announcement) to enable it to enter into
the transactions contemplated hereby and to perform its obligations in
relation thereto and, in particular, if it is a pension fund or investment
company it is aware of and acknowledges it is required to comply with all
applicable laws and regulations with respect to its subscription for Placing
Shares; 
 
(j)            it is not, and any person who it is acting on behalf of is not,
and at the time the Placing Shares are subscribed will not be, a resident of,
or with an address in, the United States, Australia, New Zealand, Canada,
Japan or South Africa, and it acknowledges and agrees that the Placing Shares
have not been and will not be registered or otherwise qualified under the
securities legislation of the United States, Australia, New Zealand, Canada,
Japan or South Africa and may not be offered, sold, or acquired, directly or
indirectly, within those jurisdictions; 
 
(k)           (i) the Placing Shares have not been and will not be registered
under the Securities Act or with any state or other jurisdiction of the United
States, nor approved or disapproved by the US Securities and Exchange
Commission, any state securities commission in the United States or any other
United States regulatory authority, (ii) it will not offer, sell or deliver,
directly or indirectly, any Placing Shares in or into the United States other
than pursuant to an effective registration under the Securities Act or in a
transaction exempt from, or not subject to, the registration requirements
thereunder and in compliance with any applicable securities laws of any state
or other jurisdiction of the United States, and (iii) it is outside of the
United States, not acting on a non-discretionary basis for the account or
benefit of a person located within the United States at the time the
undertaking to acquire the Placing Shares is given and is otherwise acquiring
the Placing Shares in an "offshore transaction" meeting the requirements of
Regulation S under the Securities Act; 
 
(l)            it is a person of a kind described in (i) Article 19(5)
(Investment Professionals) and/or 49(2) (high net worth companies etc.) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as
amended, and/or an authorised person as defined in section 31 of FSMA; and
(ii) section 86(7) of FSMA ("Qualified Investor"), being a person falling
within Article 2.1(e) of Directive 2003/71/EC as amended (the "Prospectus
Directive").  For such purposes, it undertakes that it will acquire, hold,
manage and (if applicable) dispose of any Placing Shares that are allocated to
it for the purposes of its business only; 
 
(m)          it has only communicated or caused to be communicated and will
only communicate or cause to be communicated any invitation or inducement to
engage in investment activity (within the meaning of section 21 of FSMA)
relating to the Placing Shares in circumstances in which section 21(1) of FSMA
does not require approval of the communication by an authorised person and it
acknowledges and agrees that this Announcement has not been approved by Numis
or Canaccord in their capacity as an authorised person under section 21 of
FSMA and it may not therefore be subject to the controls which would apply if
it was made or approved as financial promotion by an authorised person; 
 
(n)           it is aware of and acknowledges that it has complied with and
will comply with all applicable provisions of FSMA with respect to anything
done by it in relation to the Placing Shares in, from or otherwise involving,
the United Kingdom; 
 
(o)           it will not make any offer to the public of the Placing Shares
and has not offered or sold and will not offer or sell any Placing Shares to
persons in the United Kingdom or elsewhere in the European Economic Area prior
to Admission except to persons whose ordinary activities involve them in
acquiring, holding, managing or disposing of investments (as principal or
agent) for the purposes of their business or otherwise in circumstances which
have not resulted in and which will not result in an offer to the public in
the United Kingdom within the meaning of section 85(1) of FSMA or an offer to
the public in any other member state of the European Economic Area within the
meaning of the Prospectus Directive (which includes any relevant implementing
measure in any Member State of the European Economic Area); 
 
(p)           it has not been engaged to subscribe for the Placing Shares on
behalf of any other person who is not a Qualified Investor unless the terms on
which it is engaged enable it to make decisions concerning the acceptance of
offers of transferable securities on the client's behalf without reference to
the client as described in section 86(2) of FSMA; 
 
(q)           it is aware of and acknowledges that it is required to comply
with its obligations in connection with money laundering under the Proceeds of
Crime Act 2002, the Terrorism Act 2000, the Terrorism Act 2006 and the Money
Laundering Regulations 2007 (the "Regulations") and, if making payment on
behalf of a third party, that satisfactory evidence has been obtained and
recorded by it to verify the identity of the third party as required by the
Regulations; 
 
(r)            it is aware of the obligations regarding insider dealing in the
Criminal Justice Act 1993, with all applicable provisions of FSMA, the EU
Market Abuse Regulation 596/2014 and the Proceeds of Crime Act 2002 and
confirms that it has and will continue to comply with those obligations; 
 
(s)           the allocation, allotment, issue and delivery to it, or the
person specified by it for registration as a holder of Placing Shares, will
not give rise to a stamp duty or stamp duty reserve tax liability under any of
sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts and
clearance services) and that no instrument under which it subscribes for
Placing Shares (whether as principal, agent or nominee) would be subject to
stamp duty or the increased rates referred to in those sections and that it,
or the person specified by it for registration as a holder of Placing Shares,
is not participating in the Placing as nominee or agent for any person or
persons to whom the allocation, allotment, issue or delivery of Placing Shares
would give rise to such a liability; 
 
(t)            it, or the person specified by it for registration as a holder
of the Placing Shares, 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), if any,
payable on acquisition of any of the Placing Shares or the agreement to
subscribe for the Placing Shares and acknowledges and agrees that none of
Numis, Canaccord the Company, any of their respective Affiliates or any person
acting on behalf of them 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 agrees to indemnify the Company,
Canaccord and Numis on an after-tax basis in respect of the same, on the basis
that the Placing Shares will be allotted to the CREST stock account of Numis
or Canaccord (as applicable) who will hold them as nominee on behalf of such
Placee until settlement in accordance with its standing settlement
instructions; 
 
(u)           none of Numis, Canaccord any of their Affiliates or any person
acting on behalf of any of them has or shall have any liability for any
information, representation or statement contained in this Announcement or for
any information previously published by or on behalf of the Company or any
other written or oral information made available to or publicly available or
filed information or any representation, warranty or undertaking relating to
the Company, and will not be liable for its decision to participate in the
Placing based on any information, representation, warranty or statement
contained in this Announcement or elsewhere, provided that nothing in this
paragraph shall exclude any liability of any person for fraud; 
 
(v)           none of Numis, Canaccord any of their 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 its participation in the Placing is on
the basis that it is not and will not be a client of Numis or Canaccord and
that Numis and Canaccord have no duties or responsibilities to it for
providing the protections afforded to its clients or customers under the rules
of the FCA, for providing advice in relation to the Placing, in respect of any
representations, warranties, undertakings or indemnities contained in the
Placing Agreement or 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; 
 
(w)          in order to ensure compliance with the Money Laundering
Regulations 2007, Numis and Canaccord (for themselves and as agents on behalf
of the Company) or the Company's registrars may, in their absolute discretion,
require verification of its identity.  Pending the provision to Numis,
Canaccord or the Company's registrars, as applicable, of evidence of identity,
definitive certificates in respect of the Placing Shares may be retained at
Numis' and Canaccord's absolute discretion or, where appropriate, delivery of
the Placing Shares to it in uncertificated form, may be retained at Numis' or
Canaccord's or the Company's registrars', as the case may be, absolute
discretion.  If within a reasonable time after a request for verification of
identity Numis or Canaccord (for itself and as agent on behalf of the Company)
or the Company's registrars have not received evidence satisfactory to them,
Numis or Canaccord and/or the Company may, at its absolute discretion,
terminate its commitment in respect of the Placing, in which event the monies
payable on acceptance of allotment will, if already paid, be returned without
interest to the account of the drawee's bank from which they were originally
debited; 
 
(x)           Numis and Canaccord may, and their Affiliates acting as an
investor for its or their own account(s) may, subscribe for and/or purchase
Placing Shares and, in that capacity may retain, purchase, offer to sell or
otherwise deal for its or their own account(s) in the Placing Shares, any
other securities of the Company or other related investments in connection
with the Placing or otherwise.  Accordingly, references in this Announcement
to the Placing Shares being offered, subscribed, acquired or otherwise dealt
with should be read as including any offer to, or subscription, acquisition or
dealing by, Numis, Canaccord and/or any of their respective Affiliates acting
as an investor for its or their own account(s).  Neither Numis nor Canaccord
nor the Company intend to disclose the extent of any such investment or
transaction otherwise than in accordance with any legal or regulatory
obligation to do so; 
 
(y)           these terms and conditions and any agreements entered into by it
pursuant to these terms and conditions, and all non-contractual or other
obligations arising out of or in connection with them, 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 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, Canaccord 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; 
 
(z)           the Company, Canaccord and Numis and their respective Affiliates
and others will rely upon the truth and accuracy of the foregoing agreements,
acknowledgements, representations, warranties and undertakings which are given
to Numis and Canaccord, on their own behalf and on behalf of the Company, and
are irrevocable; 
 
(aa)         it irrevocably appoints any duly authorised officer of Numis or
Canaccord as agent for the purpose of executing and delivering to the Company
and/or its registrars any documents on its behalf necessary to enable it to be
registered as the holder of any of the Placing Shares for which it agrees to
subscribe or purchase upon the terms of this Announcement; 
 
(bb)        it will indemnify on an after tax basis and hold the Company,
Numis, Canaccord 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, undertakings, agreements and acknowledgements in this Appendix and
further agrees that the provisions of this Appendix shall survive after
completion of the Placing; 
 
(cc)         it has knowledge and experience in financial, business and
international investment matters and is required to evaluate the merits and
risks of subscribing for the Placing Shares; (ii) it is experienced in
investing in securities of this nature and is aware that it may be required to
bear, and is able to bear, the economic risk of, and is able to sustain a
complete loss in connection with the Placing; and (iii) 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
and has satisfied itself concerning the relevant tax, legal, currency and
other economic consideration relevant to its subscription for Placing Shares;
and 
 
(dd)        its commitment to subscribe for Placing Shares on the terms set
out herein and in the 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. 
 
8.2           The representations, warranties, acknowledgements and
undertakings contained in this Appendix are given to the Company, and to Numis
and Canaccord for themselves and on behalf of the Company and are
irrevocable. 
 
8.3           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, UK stamp duty or stamp duty reserve tax may be
payable, for which neither the Company nor Numis nor Canaccord 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 and Canaccord in
the event that any of the Company and/or Numis and/or Canaccord have 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 and Canaccord
accordingly. 
 
8.4           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 United Kingdom 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. 
 
8.5           Each Placee, and any person acting on behalf of the Placee,
acknowledges and agrees that neither Numis nor Canaccord owe any fiduciary or
other duties to any Placee in respect of any representations, warranties,
undertakings or indemnities in the Placing Agreement. 
 
8.6           Each Placee and any person acting on behalf of each Placee,
acknowledges and agrees that neither Numis, Canaccord nor any of their
Affiliates may, at their absolute discretion, agree to become a Placee in
respect of some or all of the Placing Shares. 
 
8.7           When a Placee or person acting on behalf of the Placee is
dealing with Numis or Canaccord, any money held in an account with Numis or
Canaccord (as applicable) 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 FSMA.  The Placee acknowledges
and agrees 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' or Canaccord's money (as applicable) in accordance with the client
money rules and will be used by Numis or Canaccord in the course of its own
business; and the Placee will rank only as a general creditor of Numis or
Canaccord (as applicable). 
 
8.8           Past performance is no guide to future performance and persons
needing advice should consult an independent financial adviser. 
 
8.9           Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated in, or forms
part of, this Announcement. 
 
8.10         All times and dates in this Announcement may be subject to
amendment.  Numis and Canaccord shall notify the Placees and any person acting
on behalf of a Placee of any changes. 
 
DEFINITIONS 
 
The following definitions apply throughout this Announcement unless the
context otherwise requires: 
 
"Admission" - admission of the Placing Shares to trading on AIM becoming
effective in accordance with the AIM Rules 
 
"AIM " - the market of that name operated by the London Stock Exchange 
 
"AIM Rules" - the AIM Rules for Companies published by the London Stock
Exchange as they may be amended and replaced from time to time 
 
"Announcement" - this announcement (including the Appendix to this
announcement) 
 
"Canaccord" - Canaccord Genuity Limited 
 
"Company" - Velocys plc 
 
"CREST" - the relevant system (as defined in the Uncertificated Securities
Regulations 2001) for the paperless settlement of trades and the holding of
uncertificated securities operated by Euroclear UK & Ireland Limited 
 
"FCA" - the Financial Conduct Authority 
 
"FSMA" - the Financial Services and Markets Act of 2000 (as amended) 
 
"Group" - the Company and its subsidiary undertakings prior to completion of
the Acquisition 
 
"London Stock Exchange" - London Stock Exchange plc 
 
"Numis" - Numis Securities Limited 
 
"Ordinary Shares" - ordinary shares of 1 pence each in the capital of the
Company 
 
"Placing" - the conditional placing of the Placing Shares at the Placing Price
by Numis and Canaccord as agents for and on behalf of the Company pursuant to
the terms of the Placing Agreement 
 
"Placing Agreement" - the agreement dated on or around 15 May 2017 between the
Company, Canaccord and Numis relating to the Placing 
 
"Placing Price" - 45 pence per Placing Share 
 
"Placing Shares" - 2,577,777 new Ordinary Shares to be issued in connection
with the Placing 
 
"Prospectus Directive" - the Directive of the European Parliament and of the
Council of the European Union 2003/71/EC, as amended 
 
"Securities Act" - the United States Securities Act of 1933, as amended 
 
"UK" or "United Kingdom" - the United Kingdom of Great Britain and Northern
Ireland 
 
"United States" or "US" - United States of America, its territories and
possessions, any state of the United States of America and the District of
Columbia and all other areas subject to its jurisdiction 
 
This information is provided by RNS
The company news service from the London Stock Exchange