REG - Velocys PLC - Results of General Meeting and Open Offer

VelocysAnnouncement

08/06/2023 12:15

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RNS Number : 1353C  Velocys PLC  08 June 2023

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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 OR 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.

Velocys plc

("Velocys" or the "Company")

Results of General Meeting and Open Offer

Velocys plc (VLS.L), the sustainable fuels technology company, is pleased to
announce that the resolutions set out in the circular published on 22 May
2023, and put to shareholders at the General Meeting held earlier today, were
duly passed by means of a poll. A summary of the voting results is set out at
the end of this announcement.

The Company is also pleased to announce that, in relation to the Open Offer,
which closed for acceptances at 11.00 a.m. on 7 June 2023, it has received
final valid applications, including Excess Entitlements, from Eligible
Shareholders in respect of a total of 14,127,961 Open Offer Shares. This
represents a take-up of approximately 18.19 per cent. of the maximum number of
Open Offer Shares available.

Following the passing of the resolutions, the Company has received the
authority for the directors to allot and issue the Placing Shares, Retail
Offer Shares and Open Offer Shares, as well as the potential Convertible Loan
Notes and potential additional Ordinary Shares and/or additional Convertible
Loan Notes, subject to certain conditions, as set out in the circular to
shareholders.

Admission

The Company has raised total gross proceeds of approximately £6.35 million in
aggregate (before expenses) through the Placing, Retail Offer and Open Offer.
Application has been made for 254,127,961 new Ordinary Shares to be admitted
to trading on AIM ("Admission"). Issue of the Placing Shares, Retail Offer
Shares and Open Offer Shares remains conditional on Admission occurring. It is
expected that Admission of the Placing Shares, Retail Offer Shares and Open
Offer Shares will occur at 8.00 a.m. on 9 June 2023. Following Admission, the
Company will have 1,651,798,992 Ordinary Shares in issue.

Total Voting Rights

The Company does not currently hold any shares in treasury. Therefore, the
above figure of 1,651,798,992  Ordinary Shares may be used by shareholders
of the Company as the denominator for the calculations by which they will
determine if they are required to notify their interest in, or a change in
their interest in, the share capital of the Company under the FCA's Disclosure
Guidance and Transparency Rules.

The proxy voting results of the resolutions are included below:

 Resolution                                                                      FOR                       AGAINST                  TOTAL              WITHHELD*
                                                                                 No. of votes cast  %      No. of votes cast  %     No. of votes cast  No.
 Resolution 1                                                                    591,162,124        99.62  2,258,580          0.38  593,420,704        1,301,977

 To grant the directors authority to allot shares in the Company pursuant to a
 placing, retail offer and open offer in the amounts set out in the notice of
 general meeting
 Resolution 2                                                                    567,759,809        95.67  25,675,895         4.33  593,435,704        1,286,977

 Conditionally on Resolution 1, to empower the directors to disapply
 pre-emption rights on the issue of shares pursuant to a placing, retail offer
 and open offer in the Company in the amounts set out in the notice of general
 meeting
 Resolution 3                                                                    567,701,194        95.68  25,605,648         4.32  593,306,842        1,415,839

 To grant the directors authority to grant rights to subscribe for or to
 convert any security into shares in the amounts set out in the notice of
 general meeting
 Resolution 4                                                                    567,636,194        95.67  25,685,648         4.33  593,321,842        1,400,839

 Conditional on Resolution 3, to empower the directors to disapply pre-emption
 rights on the issue of shares pursuant to the conversion of any security into
 shares in the amounts set out in the notice of general meeting

*A vote withheld is not a vote in law and counts neither "For" nor "Against"
the relevant resolution.

Unless otherwise defined herein, capitalised terms used in this announcement
shall have the same meanings as defined in the circular sent to shareholders
of the Company on 22 May 2023.

 

Enquiries:

 Velocys                                                                   +44 1865 800821

 Henrik Wareborn, CEO

 Philip Sanderson, CFO

 Panmure Gordon (UK) Limited (Nomad, Joint Bookrunner & Joint Broker)      +44 20 7886 2500

 Hugh Rich (Corporate Broking)

 Emma Earl (Corporate Finance)

 John Prior (Corporate Finance)

 Mark Rogers (Corporate Finance)

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

 Henry Willcocks (Corporate Broking)

 Toby Gibbs (Corporate Advisory)

 James Thomas (Corporate Advisory)

 Angus Murphy (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

 

 

Notes to Editors

 

Velocys is an AIM quoted, international sustainable fuels technology company,
providing customers with a technology solution to enable the production of
negative Carbon Intensity synthetic, drop-in fuels from a variety of waste
materials. Synthetic fuel is the only commercially available, permanent
alternative to fossil aviation fuels. The Velocys technology is IP-protected
in all major jurisdictions.

 

Two reference projects in the US and UK (Bayou Fuels and Altalto respectively)
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 synthetic fuel production in response to
the clean energy transition, with significant additional positive air quality
impacts.

www.velocys.com
(https://url.avanan.click/v2/___http:/www.velocys.com___.YXAxZTpzaG9yZWNhcDphOm86OTVhNDkxZGJmMzU3NTgwZWMzMGYyN2ZlNGMxOGI3NGM6NjplNWIxOmEyYjQzYTQ5ZjcyYWEyNDkwY2M5OGQ0NWQwM2U5Mzg3NTQ5ZjlmMjFhMjJhM2I1NzlkMDgzZjQ3MzEyMmZmOWM6cDpG)

 

This announcement is not for publication or distribution, directly or
indirectly, in or into the United States of America.  This announcement is
not an offer of securities for sale into the United States.  The securities
referred to herein have not been and will not be registered under the U.S.
Securities Act of 1933, as amended, and may not be offered or sold in the
United States, except pursuant to an applicable exemption from registration.
No public offering of securities is being made in the United States.

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