REG - Velocys PLC - Publication and posting of the Scheme Document

VelocysAnnouncement

13/12/2023 07:15

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RNS Number : 6201W  Velocys PLC  13 December 2023

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

 

( )

13 December 2023

 

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

 

Publication and posting of the Scheme Document

 

On 5 December 2023, the boards of directors of Madison Bidco Limited ("Bidco")
and Velocys plc ("Velocys" or the "Company") announced that they had reached
agreement on the terms and conditions of a recommended cash acquisition by
Bidco of the entire issued, and to be issued, ordinary share capital of
Velocys (the "Acquisition"). The Acquisition is being implemented by way of a
court-sanctioned scheme of arrangement under Part 26 of the Companies Act
2006.

 

Velocys is pleased to announce that a circular in relation to the Scheme (the
"Scheme Document"), setting out, amongst other things, a letter from the Chair
of Velocys, the full terms and conditions of the Acquisition, an explanatory
statement pursuant to section 897 of the Companies Act 2006, an expected
timetable of principal events, notices of the Court Meeting and General
Meeting and details of the actions to be taken by Velocys Shareholders, has
been published today on Velocys' website (subject to certain restrictions to
persons resident in Restricted Jurisdictions) at http://offer.velocys.com.

 

Hard copies of the Scheme Document and Forms of Proxy for the Court Meeting
and General Meeting are being sent to Velocys Shareholders. A copy of the
Scheme Document is being sent for information purposes only to persons with
information rights.

 

Capitalised terms in this announcement (the "Announcement"), unless otherwise
defined, have the same meanings as set out in the Scheme Document. Copies of
this Announcement and the Scheme Document will be available free of charge
(subject to certain restrictions relating to persons in Restricted
Jurisdictions) on Velocys' website at http://offer.velocys.com up to and
including the Effective Date. The content of the website is not incorporated
into, and does not form part of, this Announcement.

 

Notices of the Court Meeting and General Meeting

 

As detailed further in the Scheme Document, the Scheme is subject to the
Conditions. To become effective, the Scheme requires, among other things, that
the requisite majorities of Scheme Shareholders vote in favour of the Scheme
at the Court Meeting and that the requisite majorities of Velocys Shareholders
vote in favour of the Special Resolution. Notices convening the Court Meeting
and the General Meeting for 11.00 a.m. and 11.15 a.m. respectively on 8
January 2024 (or, in respect of the General Meeting, as soon thereafter as the
Court Meeting is concluded or adjourned), to be held at the offices of Mayer
Brown International LLP, 201 Bishopsgate, London, EC2M 3AF are set out in the
Scheme Document. Forms of Proxy for use at such Meetings are enclosed with the
Scheme Document. It is important that, for the Court Meeting in particular, as
many votes as possible are cast so that the Court may be satisfied that there
is a fair and reasonable representation of Scheme Shareholder opinion. Velocys
Shareholders are therefore strongly urged to complete, sign and return their
Forms of Proxy or appoint a proxy electronically, as soon as possible.

 

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.

 

Velocys Shareholders should carefully read the Scheme Document in its entirety
before making a decision with respect to the Scheme.

 

Expected Timetable of Principal Events

 

The current expected timetable of principal events for the implementation of
the Scheme is set out below and in the Scheme Document. If any of the key
dates set out in the expected timetable changes, an announcement will be made
through a Regulatory Information Service. The Acquisition is expected to
become Effective during January 2024. All times shown in this Announcement are
references to London time unless otherwise stated.

 

 Event                                                                            Time and/or date
 Publication of the Scheme Document                                               13 December 2023

 Latest time for lodging BLUE Form of Proxy (or appointing proxies                11.00 a.m. on 4 January 2024((1))
 electronically) for the Court Meeting
 Latest time for lodging PINK Form of Proxy (or appointing proxies                11.15 a.m. on 4 January 2024((2))
 electronically) for the General Meeting
 Voting Record Time for the Court Meeting and General meeting                     6.00 p.m. on 4 January 2024((3))
 Court Meeting                                                                    11.00 a.m. on 8 January 2024
 General Meeting                                                                  11.15 a.m. on 8 January 2024((4))
 The following dates are subject to change; please see note (5) below
 Scheme Hearing (to sanction the Scheme)                                          12 January 2024
 Issue of Scheme Shares pursuant to exercise of options vesting on sanction of    15 January 2024
 the Scheme (if any)
 Last day of dealings in, and for registration of, transfers of Velocys Shares    16 January 2024
 Scheme Record Time                                                               6.00 p.m. on 16 January 2024
 Dealings in Velocys Shares suspended                                             7.30 a.m. on 17 January 2024
 Effective Date of the Scheme                                                     17 January 2024
 Cancellation of admission to trading of Velocys Shares                           7.00 a.m. on 18 January 2024
 Latest date for dispatching of cheques and settlement through CREST of the       31 January 2024
 consideration to Shareholders other than Sanctions Disqualified
 Shareholders((6))
 Long-stop date                                                                   5 June 2024((7))

 

Notes:

 

(1)  It is requested that blue Forms of Proxy for the Court Meeting be lodged
not later than 48 hours prior to the time appointed for the Court Meeting
(excluding any day that is not a working day). Blue Forms of Proxy not so
lodged may be handed to Velocys' registrars, Link Group, on behalf of the
Chair of the Court Meeting at the Court Meeting before the taking of the poll.

 

(2)  Pink Forms of Proxy for the General Meeting must be lodged not later
than 48 hours prior to the time appointed for the General Meeting (excluding
any day that is not a working day).

 

(3)  If either the Court Meeting or the General Meeting is adjourned, the
Voting Record Time for the relevant adjourned meeting will be 6.00 p.m. on the
date which is two Business Days before the date fixed for the relevant
adjourned meeting.

 

(4)  To commence at 11.15 a.m. or as soon after that as the Court Meeting has
been concluded or adjourned.

 

(5)  These dates are indicative only and will depend, among other things, on
the date upon which (i) the Conditions are satisfied or, if capable of waiver,
waived; (ii) the Court sanctions the Scheme; and (iii) the Court Order is
delivered to the Registrar of Companies.

 

(6)  The latest date for settlement through CREST of the consideration to
Sanctions Disqualified Shareholders will be the later of 14 days after: the
(i) Effective Date; and (ii) the earlier of the Licence Grant Date or the date
on which the relevant asset freeze is removed.

 

(7)  This is the latest date by which the Scheme may become effective unless
Velocys and Bidco agree, with the consent of the Panel and (if required) the
Court, a later date.

 

The dates and times given are indicative only and are based on Velocys'
current expectations and may be subject to change (including as a result of
changes to Court times and the regulatory timetable).

 

Cancellation of admission of Velocys Shares to trading on AIM

 

The last day of dealings in, and for registration of transfers of, Velocys
Shares on the London Stock Exchange is expected to be 16 January 2024 and no
transfer of Velocys Shares will be registered after 6.00 p.m. on that date,
following which Velocys Shares will be suspended from AIM from 7.30 a.m. on 17
January 2024.

 

It is intended that, applications will be made by Velocys to the London Stock
Exchange to cancel the admission to trading of Velocys Shares on AIM. It is
expected that the cancellation will take place at 7.00 a.m. on 18 January
2024.

 

Following the Scheme becoming effective and the admission to trading of the
Velocys Shares having been cancelled, Bidco will seek to procure the
re-registration of Velocys as a private limited company.

 

 

Helpline

 

If you have any questions about the Scheme Document, the Court Meeting or the
General Meeting, or are in doubt about the procedure for completing and
returning of the Forms of Proxy, the electronic appointment of proxies, please
telephone Link Group between 9.00 a.m. and 5.00 p.m. Monday to Friday
(excluding UK public holidays) on 0371 664 0321 from within the UK or +44
(0)371 664 0321 if calling from outside the UK. Calls to the UK number will be
charged at the standard geographic rate and will vary by provider. Calls to
the helpline from outside the UK will be charged at applicable international
rates. Different charges may apply to calls from mobile telephones and calls
may be recorded and randomly monitored for security and training purposes. The
helpline cannot provide advice on the merits of the Acquisition nor give any
financial, legal or tax advice.

 

 

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)

 John Prior (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)

 Radnor Capital (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 and the Consortium.

 

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.

 

Dealing and Opening Position Disclosure Requirements

 

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1% or
more of any class of relevant securities of an offeree company or of any
securities exchange offeror (being any offeror other than an offeror in
respect of which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following the
commencement of the offer period and, if later, following the announcement in
which any securities exchange offeror is first identified. An Opening Position
Disclosure must contain details of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of (i) the
offeree company and (ii) any securities exchange offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) of the Takeover Code
applies must be made by no later than 3.30 pm (London time) on the 10th
business day following the commencement of the offer period and, if
appropriate, by no later than 3.30 pm (London time) on the 10th business day
following the announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of the
offeree company or of a securities exchange offeror prior to the deadline for
making an Opening Position Disclosure must instead make a Dealing Disclosure.

 

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the offeree
company or of any securities exchange offeror must make a Dealing Disclosure
if the person deals in any relevant securities of the offeree company or of
any securities exchange offeror. A Dealing Disclosure must contain details of
the dealing concerned and of the person's interests and short positions in,
and rights to subscribe for, any relevant securities of each of (i) the
offeree company and (ii) any securities exchange offeror(s), save to the
extent that these details have previously been disclosed under Rule 8. A
Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no
later than 3.30 pm (London time) on the business day following the date of the
relevant dealing.

 

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3.

 

Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).

 

Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Takeover Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was
first identified. You should contact the Panel's Market Surveillance Unit on
+44 (0)20 7638 0129 if you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure.

 

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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