REG - Velocys PLC - Result of Placing

VelocysAnnouncement

26/11/2021 07:00

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20211126:nRSZ6644Ta&default-theme=true

RNS Number : 6644T  Velocys PLC  26 November 2021

Velocys plc

 

 

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, NEW
ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR IN ANY OTHER JURISDICTION IN
WHICH OFFERS OF SALES WOULD BE PROHIBITED BY APPLICABLE LAW. THIS ANNOUNCEMENT
IS NOT AN OFFER TO SELL OR A SOLICITATION TO BUY SECURITIES IN ANY
JURISDICTION, INCLUDING THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, NEW
ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR JAPAN IN WHICH SUCH OFFER OR
SOLICITATION WOULD BE UNLAWFUL OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE
SUCH OFFER OR SOLICITATION. NEITHER THIS ANNOUNCEMENT NOR ANYTHING CONTAINED
HEREIN SHALL FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH, ANY
OFFER OR COMMITMENT WHATSOEVER IN ANY SUCH JURISDICTION.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
REGULATION 2014/596/EU AS IT FORMS PART OF THE LAW OF ENGLAND AND WALES BY
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018. IN ADDITION, MARKET
SOUNDINGS WERE TAKEN IN RESPECT OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT,
WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION.
UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE
TO BE IN POSSESSION OF INSIDE INFORMATION.

 

26 November 2021

 

Velocys plc

 

("Velocys" or the "Company")

 

Result of Placing

Velocys plc (AIM: VLS), the sustainable fuels technology company, is pleased
to announce the completion of the Bookbuild, which was significantly
oversubscribed, following the announcement of the proposed Fundraise made
yesterday, 25 November 2021. A total of 312,500,000 Placing Shares have been
conditionally placed at the Placing Price of 8 pence per Placing Share to
raise a total of £25 million for the Company (before expenses).

The Company also announced details of an Open Offer to be made to Qualifying
Shareholders to raise up to an additional approximately £2 million at the
Placing Price.

 

The net proceeds of the Fundraise will be used primarily for:

 

•       capital investment in the current manufacturing capability to
enable output of at least 12 reactors per year and, in addition, the build-up
of reactor parts inventory to expedite commissioning of that equipment;

•       funding to advance the two reference projects (Bayou Fuels in
Mississippi, US and Altalto in Immingham, UK) to the point of securing
external investment into the detailed engineering stage;

•       setting aside funds to back process guarantees and equipment
warranties to clients;

•       general working capital needs over the next 24 months,
including the potential co-payment to secure site option extension for the
Altalto project; and

•       providing a line of sight to achieving net positive cash flow
during 2024.

 

A Circular to shareholders containing full details of the Fundraise including
details of the Open Offer and the terms and conditions on which it is being
made, (including the procedure for application and payment) and convening the
General Meeting is expected to be posted by 6 p.m. on 29 November 2021 and
will also be available on the Company's website around the same time. Panmure
Gordon (UK) Limited ("Panmure Gordon") is acting as nominated adviser, joint
broker and joint bookrunner to the Company alongside joint broker and joint
bookrunner Shore Capital Stockbrokers Limited ("Shore Capital").

The Fundraise remains conditional on, inter alia, the passing of the
Resolutions at the General Meeting. The Placing is also conditional upon the
Placing Agreement between the Company, Panmure Gordon and Shore Capital
becoming unconditional and not being terminated in accordance with its
terms.

It is expected that dealings in the New Ordinary Shares in relation to the VCT
Shares will commence at 8:00 a.m. on 16 December 2021 and dealings in the New
Ordinary Shares in relation to the General Placing Shares and Open Offer
Shares as may be subscribed for, is expected to commence at 8:00 a.m. on 17
December 2021.  The Open Offer is conditional on the Placing becoming or
being declared unconditional in all respects and not being terminated before
Admission.

Assuming completion of the Placing and subscription for the Open Offer Shares
in full, upon Admission, the Enlarged Share Capital is expected to be
1,403,332,670 Ordinary Shares. On this basis, the Placing Shares will
represent approximately 22.3 per cent. of the Enlarged Share Capital.

Related Party Transaction

As part of the Placing, Lansdowne Partners (UK) LLP ("Lansdowne"), a
substantial shareholder of the Company and therefore a Related Party as
defined by the AIM Rules ("Related Party"), has subscribed for a total of
71,405,393 Placing Shares at the Placing Price under the Placing. Following
completion of the Fundraise (assuming subscription for the Open Offer Shares
in full), Lansdowne will have an aggregate interest in 255,156,632 Ordinary
Shares, representing approximately 18.2 per cent. of the enlarged share
capital of the Company.

 

Certain Directors of the Company, being Andrew Morris, Philip Holland, Darran
Messem, Ann Markey and Thomas Quigley, all of which are deemed to be a Related
Party pursuant to the AIM Rules, have subscribed for an aggregate of 625,000
Placing Shares at the Placing Price. Following completion of the Fundraise
(assuming subscription for the Open Offer Shares in full), the above Directors
will hold an interest in 5,627,713 Ordinary Shares, representing 0.4 per cent.
of the enlarged share capital of the Company.

 

The Directors who are independent of the Fundraise, having consulted with the
Company's nominated adviser, consider that the terms of the participation in
the Fundraise by Lansdowne and certain of the Directors are fair and
reasonable insofar as its shareholders are concerned.

 

Henrik Wareborn, CEO of Velocys, commented:

"Velocys has a technology solution to accelerate the decarbonisation
transition for global aviation clients which has been commercially
demonstrated and is ready for commercial scale deployment.

 

As a capital-light, licensing company which benefits from recurring revenues
from the full-service technology packages we provide to our clients, we have a
strong platform for scalable growth. This Placing and Open offer, which has
been significantly oversubscribed, will enable the investment required to
advance our commercial traction and proceed towards our goals.

 

On behalf of the Board I would like to express my appreciation to the
investors who have supported us in this Placing. We look forward to continuing
to pursue our strategy, which we believe will create value for all of our
stakeholders."

 

The capitalised terms used in this announcement have the same meanings as in
the announcement published by the Company at approximately 5.09 p.m. on 25
November 2021 unless otherwise stated.

This announcement contains inside information for the purposes of Article 7 of
the UK version of Regulation 596/2014/EU (MAR).

 

Enquiries:

 Velocys                                                            +44 1865 800821

 Henrik Wareborn, CEO

 Andrew Morris, CFO

 Lak Siriwardene, Director of Communications & Sustainability

 Panmure Gordon (UK) Limited (Nomad and Joint Broker)               +44 20 7886 2500

 Emma Earl (Corporate Finance)

 John Prior (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)

 Liam Zabludowicz (Corporate Advisory)

 Buchanan (Financial PR)                                            +44 20 7466 5000

 Helen Tarbet

 Simon Compton

 Radnor Capital (Investor Relations)                                +44 20 3897 1830

 Joshua Cryer

 Iain Daly

 

 

Notes to Editors

 

Velocys is an LSE-listed, international sustainable fuels technology company,
traded on the AIM, providing clients with a technology solution to enable the
production of negative Carbon Intensity synthetic, drop-in fuels from a
variety of waste materials. SAF ('Sustainable Aviation Fuel') is the only
commercially available, permanent alternative to fossil aviation fuels.

The technology is IP-protected in all major jurisdictions.

Two reference projects in the US and UK (Bayou Fuels and Altalto) are designed
to accelerate the adoption and standardise the Velocys proprietary Fischer
Tropsch (FT) technology with an integrated end to end solution, including
renewable power and sequestration. Velocys is enabling commercial scale SAF
production in response to the clean energy transition.

Velocys technology pathway is enabling the next generation of low carbon
sustainable fuels with significant additional positive air quality impacts.

www.velocys.com (http://www.velocys.com)

 

IMPORTANT NOTICE

 

The information contained in this announcement is for information purposes
only and does not purport to be full or complete. The information contained in
this announcement is given at the date of its publication (unless otherwise
marked) and is subject to updating, revision and amendment from time to time.
No reliance may be placed for any purpose on the information contained in this
announcement or its accuracy, fairness or completeness.

Neither this announcement, nor any copy of it, may be taken or transmitted,
published or distributed, directly or indirectly, in or into the United States
or any other jurisdiction where to do so would constitute a violation of the
relevant securities laws of such jurisdiction. This Announcement is for
information purposes only and does not constitute an offer to sell or issue,
or the solicitation of an offer to buy, acquire or subscribe for any shares in
the Company in the United States or any other state or jurisdiction in which
such offer or solicitation is not authorised or to any person to whom it is
unlawful to make such offer or solicitation. Any failure to comply with these
restrictions may constitute a violation of securities laws of such
jurisdictions.

The New Ordinary Shares have not been, and will not be, registered under the
US Securities Act of 1933, as amended (the "US Securities Act") and may not be
offered, sold directly or indirectly, in or into the United States except
pursuant to an applicable exemption from the registration requirements of the
US Securities Act. There will not be any public offering of the New Ordinary
Shares in the United States.

The contents of this Announcement have not been reviewed by any regulatory
authority in Hong Kong. You are advised to exercise caution in relation to the
Placing. If you are in any doubt about any of the contents of this
Announcement, you should obtain independent professional advice. This is not
an offer to the public and the Placing Documents (as defined below) will not
be registered as a prospectus under the Companies (Winding Up and
Miscellaneous Provisions) Ordinance (Cap. 32 of the laws of Hong Kong) or any
other applicable ordinance in Hong Kong.

This Announcement must not, therefore, be distributed, issued, circulated or
possessed for the purpose of distribution or issue or circulation, to persons
in Hong Kong other than (1) to professional investors within the meaning of
the Securities and Futures Ordinance (Cap. 571 of the laws of Hong Kong)
(including professional investors falling within the Securities and Futures
(Professional Investors) Rules (Cap. 571D of the laws of Hong Kong)) or (2) in
circumstances which would not constitute an offer to the public for the
purpose of the Companies (Winding Up and Miscellaneous Provisions) Ordinance
(Cap. 32 of the laws of Hong Kong) or the Securities and Futures Ordinance
(Cap. 571 of the laws of Hong Kong).

This announcement has been issued by, and is the sole responsibility of, the
Company. No undertaking, representation, warranty or other assurance, express
or implied, is made or given by or on behalf of the Company, Panmure Gordon
(UK) Limited ("Panmure Gordon") or Shore Capital Stockbrokers Limited ("Shore
Capital") or any of their respective directors, officers, partners, employees,
agents or advisers or any other person as to the accuracy or completeness of
the information or opinions contained in this announcement and no
responsibility or liability is accepted by any of them for any such
information or opinions or for any errors, omissions or misstatements,
negligence or otherwise in this announcement.

Panmure Gordon is authorised and regulated in the UK by the FCA and is acting
as nominated adviser and joint broker to the Company. Panmure Gordon is not
acting for, and will not be responsible to, any person other than the Company
for providing the protections afforded to its customers or for advising any
other person on the contents of this announcement or on any transaction or
arrangement referred to in this announcement. No representation or warranty,
express or implied, is made by Panmure Gordon as to, and no liability is
accepted by Panmure Gordon in respect of, any of the contents of this
announcement. The responsibilities of Panmure Gordon as the Company's
nominated adviser under the AIM Rules for Companies ("AIM Rules") and the AIM
Rules for Nominated Advisers are owed solely to London Stock Exchange plc and
are not owed to the Company or to any director or shareholder of the Company
or any other person, in respect of his decision to acquire shares in the
capital of the Company in reliance on any part of this announcement, or
otherwise.

Shore Capital is authorised and regulated in the UK by the FCA and is acting
as joint broker to the Company. Shore Capital is not acting for, and will not
be responsible to, any person other than the Company for providing the
protections afforded to its customers or for advising any other person on the
contents of this announcement or on any transaction or arrangement referred to
in this announcement. No representation or warranty, express or implied, is
made by Shore Capital as to, and no liability is accepted by Shore Capital in
respect of, any of the contents of this announcement.

The information in this announcement may not be forwarded or distributed to
any other person and may not be reproduced in any manner whatsoever. Any
forwarding, distribution, reproduction, or disclosure of this information in
whole or in part is unauthorised. Failure to comply with this directive may
result in a violation of applicable securities laws and regulations of other
jurisdictions.

This announcement contains (or may contain) certain forward-looking statements
with respect to certain of the Company's current expectations and projections
about future events and the Company's future financial condition and
performance. These statements, which sometimes use words such as "aim",
"anticipate'', "believe", "may", "will", "should", "intend", "plan",
"assume'', "estimate", "expect' (or the negative thereof) and words of similar
meaning, reflect the current beliefs and expectations of the directors of the
Company and/or the Joint Brokers and involve known and unknown risks,
uncertainties and assumptions, many of which are outside the Company's control
and difficult to predict, that could cause actual results and performance to
differ materially from any expected future results or performance expressed or
implied by the forward-looking statement. The information contained in this
announcement speaks only as of the date of this announcement and is subject to
change without notice and the Company does not assume any responsibility or
obligation to, and does not intend to, update or revise publicly or review any
of the information contained to this announcement, whether as a result of new
information, future events or otherwise, except to the extent required by the
FCA, the London Stock Exchange or by applicable law.

Any information in this announcement in respect of past performance (including
without limitation past performance of the Company, its group, shares in the
Company and/or the Company's portfolio) cannot be relied upon as a guide to
future performance. The price of shares and the income from them may fluctuate
upwards or downwards and cannot be guaranteed.

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  ROIEAAFSASFFFAA