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Velocys PLC - Proposed fundraise

RNS Number : 9925Q
Velocys PLC
24 June 2020
 


THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) (TOGETHER, THE "ANNOUNCEMENT") AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES OF AMERICA, NEW ZEALAND, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

Velocys plc

("Velocys" or the "Company")

24 June 2020

Proposed fundraise

Velocys plc (VLS.L), the sustainable fuels technology company, is pleased to announce that it intends to raise a minimum of £10 million (gross) by way of a conditional placing, retail offer and open offer (together, the "Fundraise") of new ordinary shares in the capital of the Company (the "New Ordinary Shares") at a price of between 5 and 7 pence per ordinary share (the "Offer Price").

 

Highlights:

 

·     Intention to raise gross proceeds of a minimum of £10 million.

 

The Company considers it important to be able to take advantage of investor demand should investors wish to participate in the Fundraise in excess of £10 million.  Therefore, the Company may increase the amount proposed to be raised pursuant to the Fundraise, in agreement with Numis and Canaccord.

 

·     The Placing, to be conducted by way of an accelerated bookbuild, will launch with immediate effect.

 

·     Numis Securities Ltd ("Numis"), Canaccord Genuity Limited ("Canaccord") and Turner Pope Investments (TPI) Ltd. ("TPI") are each acting as joint brokers in connection with the Placing. The Fundraise is not being underwritten. Radnor Capital Partners ("Radnor") and Peat & Co ("Peat & Co) are acting as Placing Agents.

 

·     The Directors of the Company intend to subscribe for an aggregate of £60,000 through the Placing.

 

·     The offer of New Ordinary Shares will be made by the Company on the PrimaryBid platform (the "Retail Shares") at the Offer Price (the "Retail Offer"), to provide retail investors with an opportunity to participate. A separate announcement will be made shortly regarding the Retail Offer and its terms.

 

·     The Open Offer will be made by the Company to Eligible Shareholders at the Offer Price. Further details of the Open Offer, including the terms and conditions, will be made available to shareholders separately in the circular to be published by the Company in connection with the Fundraise.

 

·     The Directors intend to use the net proceeds of the Fundraise of a minimum of £10 million to complement funding commitments already made by British Airways and Shell as follows: (i) to further strengthen its intellectual property and trade secrets protection, working capital and central costs for up to one year; (ii) to complete the process engineering phase of FEED for the Altalto Immingham Project until the first quarter of 2021; (iii) to complete the fund raising for the Mississippi Bio-refinery Project and launch the associated FEED; (iv) to evaluate and design a de-bottlenecking of the reactor core manufacturing line in the United States to reach a production capacity of more than 12 Fischer-Tropsch reactors per year (twice the current capacity); and (v) to implement learnings from a post-operative analysis from the demonstration reactors for the benefit of our clients via updated operating manuals and training. 

 

·     The Directors intend to use any net proceeds of the Fundraise in excess of £10 million to extend the Company's cashflow runway, maintain a reasonable balance sheet as well as to accelerate the upgrading of the reactor manufacturing capability, including to implement lean manufacturing, full automation of certain welding steps and potentially the three dimensional printing of certain sub-components.

 

·     The Fundraise is conditional (amongst other things) upon the passing of certain resolutions. A General Meeting is therefore being convened for the purpose of considering the Resolutions at 10.30 a.m. on 14 July 2020 at Magdalen Centre, Robert Robinson Avenue, The Oxford Science Park, Oxford OX4 4GA.

 

·     The New Ordinary Shares when issued, will be fully paid and will rank pari passu in all respects with each other and with the existing ordinary shares of the Company.

 

 

Details of the Placing   

 

The placing of New Ordinary Shares (the "Placing Shares") at the Offer Price (the "Placing") will be conducted through an accelerated bookbuilding process (the "Bookbuild"), which will be launched immediately following this announcement and is subject to the terms and conditions set out in Appendix I to this announcement.  The Company reserves the right to increase or reduce the amount proposed to be raised pursuant to the Fundraise, in agreement with Numis and Canaccord.

 

The timing of the closing of the book and allocations are at the absolute discretion of Numis, Canaccord and the Company. Details of the Offer Price and the number of Placing Shares and Retail Shares, as well as the size of the Open Offer will be announced as soon as practicable after the close of the Bookbuild.

Expected Timetable of Principal Events

 

Record Date for the Open Offer

5 p.m. on 23 June 2020

Announcement of the Placing and Open Offer

24 June 2020

Announcement of the Retail Offer

24 June 2020

Announcement of results of the Placing, the Retail Offer and the size of the Open Offer

25 June 2020

Dispatch of the circular and Application Form

26 June 2020

Ex-Entitlement Date

8.00 a.m. on 26 June 2020

Basic Entitlements and Excess Entitlements credited to stock accounts in CREST for Eligible CREST Shareholders

 on or as soon as possible after 8.00 a.m. on 29 June 2020

Latest recommended time and date for requested withdrawal of Basic Entitlements and Excess Entitlements from CREST

4.30 p.m. on 7 July 2020

Latest time and date for depositing Basic Entitlements and Excess Entitlements into CREST

3.00 p.m. on 8 July 2020

Latest time for splitting Application Forms (to satisfy bona fide market claims only)

3.00 p.m. on 9 July 2020

Last time and date for receipt of Form of Proxy                              

10.30 a.m. on 10 July 2020

Latest time and date for receipt of Application Form and payment in full under the Open Offer or settlement of relevant CREST instructions (as appropriate)

11.00 a.m. on 13 July 2020

General Meeting

10.30 a.m. on 14 July 2020

Announcement of results of the General Meeting and Open Offer

14 July 2020

Admission and dealings in the VCT Shares to commence on AIM

8.00 a.m. on 15 July 2020

CREST accounts credited with the VCT Shares

15 July 2020

Admission and dealings in the General Placing Shares, the Retail Shares and the Open Offer Shares to commence on AIM

8.00 a.m. on 16 July 2020

CREST accounts credited with the General Placing Shares, the Retail Shares and the Open Offer Shares

16 July 2020

Definitive share certificates for the New Ordinary Shares to be dispatched (if required)

w/c 20 July 2020

 

If any of the details contained in the timetable above should change, the revised time and dates will be notified to Shareholders by means of a Regulatory Information Service (as defined in the AIM Rules). All events listed in the above timetable following the General Meeting are conditional on the passing of the Resolutions at the General Meeting and assume that the General Meeting is not adjourned.

In this announcement, all references to times and dates are to those observed in London, United Kingdom.

 

 

- Ends -

For further information, please contact:

Velocys

Henrik Wareborn, CEO

Andrew Morris, CFO

Lak Siriwardene, Head of Communications & Sustainability

 

+44 1865 800821

Numis Securities (Nomad and joint broker)

Stuart Skinner

Emily Morris

Alamgir Ahmed

 

+44 20 7260 1000

Canaccord Genuity (Joint broker)

Henry Fitzgerald-O'Connor

James Asensio

+44 20 7523 8000  

Turner Pope Investments (Joint broker)

James Pope

 

Radnor Capital (Investor relations)

Joshua Cryer

Iain Daly

+44 20 3657 0050

 

 

+44 20 3897 1830

 

 

Field Consulting (PR)

Robert Jeffery

 

 +44 20 7096 7730

 

Certain information contained in this announcement would have constituted inside information (as defined by Article 7 of Regulation (EU) No 596/2014) prior to its release as part of this Announcement.  The person responsible for arranging the release of this Announcement on behalf of the Company is Andrew Morris, CFO of the Company. 

 

This Announcement should be read in its entirety. In particular, you should read and understand the information provided in the "Important Notices" section of this Announcement. Investors who

have chosen to participate in the Placing, by making an oral or written offer to acquire Placing Shares, will be deemed to have read and understood this Announcement in its entirety (including the Appendix) and to be making such offer on the terms and subject to the conditions herein, and to be providing the representations, warranties, agreements, acknowledgements and undertakings contained in the Appendix.

 

 

Notes to Editors

 

Velocys is an international UK-based sustainable fuels technology company. Velocys designed, developed and now licenses proprietary Fischer-Tropsch technology for the generation of clean, low carbon, synthetic drop-in aviation and road transport fuel from municipal solid waste and residual woody biomass.

 

Velocys is currently developing two reference projects: one in Natchez, Mississippi, USA (incorporating Carbon Capture, Utilisation and Storage) and one in Immingham, UK, to produce fuels that significantly reduce both greenhouse gas emissions and key exhaust pollutants for aviation and road transport. Originally a spin-out from Oxford University, in 2008 the company acquired a US company based on complementary technology developed at the Pacific Northwest National Laboratory. Velocys is headquartered in Oxford in the United Kingdom.

www.velocys.com

 

This announcement does not constitute an offer to buy, acquire or subscribe for, or the solicitation of an offer to buy, acquire or subscribe for, Placing Shares, Open Offer Shares or Retail Shares or an invitation to buy, acquire or subscribe for the Placing Shares, Open Offer Shares or Retail Shares in any jurisdiction. This announcement has not been filed with, examined or approved by the Financial Conduct Authority or the London Stock Exchange or any other regulatory authority.

 

Numis Securities Limited ("Numis"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority and is a member of the London Stock Exchange, is acting as nominated adviser and joint broker to the Company for the purposes of the AIM Rules. Canaccord Genuity Limited ("Canaccord"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority and is a member of the London Stock Exchange, is acting as joint broker to the Company for the purposes of the AIM Rules. Numis and Canaccord are each acting exclusively for the Company in connection with the Placing, and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for providing advice in relation to the proposals in this announcement or any other matter referred to in this announcement. Neither Numis nor Canaccord have authorised the contents of this announcement for any purpose and, without limiting the statutory rights of any person to whom this announcement is issued, no representation or warranty, express or implied, is made by either Numis or Canaccord as to any of the contents or completeness of this announcement.

 

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. These statements, which sometimes use words such as "anticipate", "believe", "intend", "estimate", "expect" and words of similar meaning, reflect the directors' beliefs and expectations and involve a number of risks, uncertainties and assumptions 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. Statements contained in this announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The Information contained in this announcement Is subject to change without notice and neither Numis, Canaccord nor, except as required by applicable law, the Company assumes any responsibility or obligation to update publicly or review any of the forward-looking statements contained herein. You should not place undue reliance on forward-looking statements, which speak only as of the date of this announcement.

 

The distribution of this announcement outside the United Kingdom may be restricted by law and therefore any persons outside the United Kingdom into whose possession this announcement comes should inform themselves about and observe any such restrictions as to the Placing, the Open Offer, the Retail Offer, the Placing Shares, the Open Offer Shares, the Retail Shares and the distribution of this announcement. Any failure to comply with such restrictions may constitute a violation of the securities laws of any jurisdiction outside of the United Kingdom. This announcement does not constitute an offer to sell or an invitation to subscribe for, or the solicitation of an offer to buy or to subscribe for, shares in any jurisdiction in which such an offer or solicitation is unlawful. In particular, this announcement is not for release, publication or distribution, directly, or indirectly, in whole or in part, in, into or from the United States, Australia, New Zealand, Canada, the Republic of South Africa, Japan or to any US Person, or any national, resident or citizen of Australia, New Zealand, Canada, the Republic of South Africa or Japan. No offering of Placing Shares, or any other securities of the Company, is being made in the United States and this announcement, and the information contained herein, does not constitute an offer to sell or a solicitation of an offer to buy any Placing Shares, Open Offer Shares, Retail Shares or any other securities of the Company in the United States.

 

No person has been authorised to give any information or to make any representation other than those contained in this announcement (or the circular to be sent to Shareholders today) in connection with the Placing, the Retail Offer, the Open Offer and Admission and, if given or made, such information or representation must not be relied upon as having been authorised by or on behalf of the Company, Numis or Canaccord or any of their respective directors, employees or officers.

 

Information to Distributors

 

Solely for the purposes of the product governance requirements of Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II") and local implementing measures, and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares, the Open Offer Shares and the Retail Shares have been subject to a product approval process, which has determined that such Placing Shares, Open Offer Shares and/or Retail Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, Distributors should note that: the price of Placing Shares, Open Offer Shares and Retail Shares may decline and investors could lose all or part of their investment; Placing Shares, Open Offer Shares and/or Retail Shares (as applicable) offer no guaranteed income and no capital protection; and an investment in Placing Shares, Open Offer Shares and/or Retail Shares (as applicable) is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to any contractual, legal or regulatory selling restrictions in relation to the Placing, Open Offer and Retail Offer. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares, Open Offer Shares or Retail Shares.

 

 

1.       Introduction

The Board announced today that it proposes to raise, subject to certain conditions, a minimum of £10 million (gross) by way of a conditional placing, retail offer and open offer (together, the "Fundraise") of new ordinary shares in the capital of the Company (the "New Ordinary Shares") at a price between 5 and 7 pence per ordinary share (the "Offer Price").

The Directors intend to use the net proceeds raised by the Fundraise of a minimum of £10 million to complement the funding commitments already made by British Airways and Shell as follows: (i) £6 million to further strengthen its intellectual property and trade secrets protection, working capital and central costs for up to one year; (ii) £1.4 million to complete the process engineering phase of FEED for the Altalto Immingham Project until the first quarter of 2021; (iii) £0.6 million to complete the fund raising for the Mississippi Bio-refinery Project and launch the associated FEED; (iv) £0.5 million to evaluate and design a de-bottlenecking of the reactor core manufacturing line in the United States to reach a production capacity of more than 12 Fischer-Tropsch reactors per year (twice the current capacity) and (v) £0.4 million to implement learnings from a post-operative analysis from the demonstration reactors for the benefit of its clients via updated operating manuals and training. 

The Directors intend to use any net proceeds of the Fundraise in excess of £10 million to extend the Company's cashflow runway, maintain a reasonable balance sheet as well as to accelerate the upgrading of the reactor manufacturing capability, including to implement lean manufacturing, full automation of certain welding steps and potentially the three dimensional printing of certain sub-components.

The Directors expect that the net proceeds of the Fundraise will be supplemented by other anticipated sources of funds in 2020, including completion payments from Red Rock Biofuels of £0.7 million for reactors and catalyst delivered by the Company, a UK R&D tax credit of £0.5 million and additional license fees and pre-FEED engineering fees from the new client project pipeline.

Taking into account the expected contribution from new investors into the project itself, the Directors believe that the Mississippi Bio-refinery Project is not likely to require any further net capital contributions from Velocys in relation to the FEED work. The Directors believe, however, that further funding will be required to achieve Velocys' objectives for the next stage of both the Mississippi Bio-refinery Project and the Altalto Immingham Project, as described in further detail in paragraph 2 of this section of the announcement.

The Placing, the Retail Offer and the Open Offer are conditional upon (amongst other things) the passing of certain resolutions in order to ensure that the Directors have the necessary authorities and powers to allot the New Ordinary Shares. A General Meeting is therefore being convened for the purpose of considering the Resolutions at 10.30 a.m. on 14 July 2020 at Magdalen Centre, Robert Robinson Avenue, The Oxford Science Park, Oxford OX4 4GA. The Placing, the Retail Offer and the Open Offer are also conditional on the Placing Agreement between the Company, Numis and Canaccord becoming unconditional and not being terminated in accordance with its terms. The Placing, the Retail Offer and the Open Offer are not underwritten.

Further details of the Placing are set out in paragraph 6 (Principal terms of the Placing) of this section of the announcement.

2.       Information on the Company

(a)     Overview of the Company

The Company is a sustainable fuel technology company, at the forefront of the development of low carbon sustainable fuels. Velocys offers a scalable solution for the development of sustainable fuels manufacturing via its own patented micro-channel Fischer-Tropsch reactors and overall bio-refinery technology integration developed for the Altalto Immingham Project and the Mississippi Bio-refinery Project. The Company's stated mission is to help reduce the environmental footprint of the aviation and heavy transportation industries by enabling a proven and reliable supply of advanced biofuels.

(b)     Technology overview

The Fischer-Tropsch technology enables an economic conversion of a wide range of low or negative  cost, abundant sustainable feedstocks such as woody biomass residue or municipal solid waste into high value sustainable fuels such as sustainable aviation fuel. These fuels qualify for decarbonisation credits in the United States under the Renewable Fuels Standard and in the United Kingdom under the Renewable Transport Fuels Obligations. These fuels provide for particulates and greenhouse gas emissions reductions by up to 90 per cent. and 70 per cent. respectively. The fuels are designed to "drop-in" to conventional fossil fuels, fully leveraging existing engines and logistics infrastructure. No client adoption is therefore required.

The Fischer-Tropsch technology comprises a microchannel Fischer-Tropsch reactor core, which contains a highly active Fischer-Tropsch catalyst that uses organic matrix combustion. The technology is developed in-house by Velocys and is protected by a wide range of patents globally. The reactor cores and catalysts are manufactured at commercial scale by sub-contractors in the US, but using manufacturing equipment designed by and owned by Velocys and under strict Velocys supervision.

(c)     Overview of the Company's two reference projects  and revenue generating clients

Velocys' strategy is to initially develop two full scale bio-refinery reference projects (the Altalto Immingham Project and Mississippi Bio-refinery Project) with strategic partners and license its Fischer-Tropsch technology to these reference projects. The Company also licenses its Fischer-Tropsch technology to third party developers and site owners, such as Red Rock Biofuels LLC ("RRB") in the State of Oregon and Toyo in Japan. As technology licensor, Velocys will also offer its clients a range of engineering services in support of commissioning and start-up as well as catalyst loading, regeneration and discharge.

Details of each of Velocys' completed and ongoing projects are set out in remainder of this paragraph 2. Velocys expects to commence the start of feasibility and FEL 2 for at least one new project in 2020 from the current pipeline of pre-feasibility studies for third party clients.

(d)     Completed demonstration project in Oklahoma: ENVIA joint venture

In September 2016, construction of the first demonstration plant incorporating the Company's Fischer-Tropsch technology was completed and commercial scale catalyst loading was proven. In February 2017, the first Fischer-Tropsch product was successfully produced and, in June 2017, the first finished products (being renewable waxes, diesel and naphtha) were produced. In September 2017, the plant generated revenue for the first time. In October 2017, the plant achieved an operational capacity of 200 barrels per day and, in early 2018, Q-RIN qualification under the Renewable Fuels Standard was achieved, validating the pathway. The ENVIA plant completed the demonstration of the Velocys Fischer-Tropsch technology and was the culmination of 17 years of development and testing, with over 5,000 hours of cumulative runtime achieved across the two full-scale Velocys Fischer-Tropsch reactors, stress testing the plant's equipment and technology under various conditions. In total, 1.6 million litres of finished fuel and wax were delivered by the plant.

In May 2018, a gas-leak was detected at the ENVIA plant and the plant was safely temporarily put in recycling mode. Subsequent investigations found that the ancillary coolant system was the root cause of the leak. The ancillary coolant system was designed by a third party and had no relation to any Velocys technology deployed at the plant. The damaged equipment and loss of commercial revenue was covered under ENVIA's commercial insurance policies. On 10 September 2018, operations at the ENVIA demonstration plant were suspended and the decision was taken by Velocys that it had accumulated a sufficient number of operating hours on the two licensed commercial scale Fischer-Tropsch reactors for the demonstration to be considered completed. Following the winding down of the ENVIA joint venture, the Company has been conducting an extensive and valuable post-operative analysis of the reactors and catalyst. This post-operative analysis is under way, and the results generated will be incorporated by Velocys in even more comprehensive instructions to its clients regarding the operation of its catalyst and reactors under a wide range of conditions, showing the benefits from the knowledge accumulated from the demonstration plant in Oklahoma.

 (e)    Altalto Immingham Project: reference bio-refinery project in the UK

Overview

In September 2017, the Company entered into a joint development agreement with various parties to execute a feasibility study for a commercial scale waste-to-sustainable fuels plant in the United Kingdom. The plant will take household and commercial waste which, after recyclates have been removed, would be destined for landfill or incineration, and instead convert that waste into clean-burning sustainable aviation fuel and naphtha. Velocys, Shell and British Airways are the commercial partners in the project.

Funding history and securing the site

The initial feasibility stage of the project was successfully completed in June 2018. At that time, £4.9 million of funding was secured from the partners, including Velocys, to deliver the next development phase of the project. British Airways and Shell committed a further £3.8 million of funding in aggregate to cover the remaining pre-FEED work. This included completion of pre-FEED engineering work, planning and permitting, utilities supplies and FEED preparation. Velocys continues to execute all the work to progress the project to FEED in line with the JDA. The Directors believe that British Airways' and Shell's willingness to commit significant amounts to this project highlights Velocys' leading position in the market and provides validation of Velocys' technology as core to the ability to produce low carbon synthetic aviation fuel at scale. As part of the funding package in June 2018, a grant of £0.4 million was secured from the UK Department for Transport under the Future Fuels for Flight and Freight Competition.

On 18 December 2018, a site was secured for the project. The site of approximately 80 acres, near Immingham, North East Lincolnshire, is in an enterprise zone and earmarked for industrial development within the local plan. Development is subject to planning consent, which was granted subject to conditions in May 2020. Access to the site is by way of an option agreement, entered into by Altalto Immingham Ltd ("Altalto"), a subsidiary of Velocys, on 18 December 2018. The agreement gives Altalto the right, for a three year period, to acquire Rula Developments (Immingham) Limited, the company which owns the site, from its current shareholders. The decision as to whether to proceed with the acquisition of the Immingham site will be made as part of the final investment decision, currently scheduled for 31 March 2022. In the event that the Company, in consultation with its partners, decides not to proceed with the acquisition of the site, the liabilities that may be incurred by the Company as a result are not expected to be material to Velocys. On 12 May 2020, Velocys announced that a further £1 million of funding was secured from British Airways and Shell, which has been received. In connection with the further funding, each of British Airways and Shell were granted an option to take a one-third share in the equity capital of Altalto Limited at a strike price of £1, as a pre-cursor to a full shareholders' agreement being entered into in relation to the shares in Altalto Limited in due course. An additional, immediately available, grant of £0.5 million from the UK Department for Transport under the Future Fuels for Flight and Freight Competition was announced on 12 June 2020 by the UK Secretary of State.

Future milestones

The final pre-FEED phase will be completed during the first half of 2020 and the preparatory FEED phase is due to commence during the third quarter of 2020. Velocys and its partners British Airways and Shell have contracted Worley, a leading global engineering firm, to execute the full FEED study for the project.  The intention is for Worley to become the "Owners Engineer" for both the Altalto Immingham Project and the Mississippi Bio-refinery Project (as described in paragraph (f) below) after having tendered out the final procurement and construction work in a competitive tender.

The second quarter of 2021 is the targeted date for the commitment to be made to full FEED. Construction of the plant is targeted to commence in 2022 and is currently targeted to be completed by the end of 2024, following which commissioning and commercial operations are expected to commence during 2025.

Market opportunity

Sustainable aviation fuel represents a significant global opportunity, with the value of decarbonisation far exceeding the value of the fuel. However, supply is limited. There is no equivalent of ethanol or biodiesel for the aviation industry - all approved sustainable aviation fuels are hydrocarbon based. Five synthetic routes have been certified under the ASTM D7566 standard and, of these, only hydrogenated esters and fatty acids (HEFA) are in production today. However, qualifying feedstock availability is limited globally. The Fischer-Tropsch route allows the use of large-volume, low cost sustainable feedstocks (woody biomass residue and municipal solid waste) and generates clean burning, low carbon sustainable fuels.

Demand for sustainable aviation fuels is growing rapidly. As of 3 16 June 2020, 85 countries representing 76.76 per cent. of international aviation activity have voluntarily signed up to the Carbon Offsetting and Reduction Scheme for International Aviation, which will become compulsory as of 2026. A number of airlines are also committing to sustainable aviation fuel, with an annual commitment of circa 1 million tonnes by 2025 combined, and with British Airways having committed to achieve net zero carbon emissions by 2050. 

 (f)     Mississippi Bio-refinery Project: reference project

Overview

In October 2017, the Company signed a site option agreement with Adams County in the State of Mississippi for a bio-refinery to be located in Natchez, Mississippi and secured total site incentives of approximately $60 million.

The Company has commenced a structured, competitive process to secure the necessary development capital investment by one or more strategic partners and has seen interest from multiple parties. Detailed due diligence by potential strategic partners continues and a number of potential partners are in negotiation. In September 2019, Velocys Inc. entered into a non-binding agreement with Oxy Low Carbon Ventures to capture the biogenic CO2 generated by the plant and securely store it underground permanently: so called CO2 sequestration. This will make the carbon intensity of the plant's product output negative, which is desirable for buyers of the products and improves decarbonisation revenues further.

The state-level permits that are required at this stage for the bio-refinery have been secured. Pre-FEED has been completed. Equity letters of intent in relation to the Mississippi Bio-refinery Project may be entered into during the second half of 2020, with FEED preparation expected to be completed during the first half of 2021. Signature of the final commercial agreements for the project, FID and financial close is expected in the fourth quarter of 2022, following which plant construction is expected to commence during the first quarter of 2023. Construction is targeted to be completed during the first quarter of 2025, plant commissioning is expected to begin during 2025, with commercial operations targeted to commence in late 2025.

(g)     Current revenue generating client: Red Rock Biofuels, Oregon, USA.

In May 2018, Velocys received a "notice to proceed" to commence manufacturing of Fischer-Tropsch reactors and catalysts for the RRB bio-refinery that will be located in Lakeview, Oregon, USA. RRB has commenced construction of the bio-refinery, which will incorporate Velocys' technology, and produce low-carbon, renewable diesel and jet fuel from woody biomass. Velocys' role in this project is as a licensor for its Fischer-Tropsch technology to be used for the project as the central processing unit.

The expected output of the bio-refinery in Lakeview is approximately 15 million gallons per year of renewable transportation fuels including diesel and jet fuel. RRB has in place contracts from several airlines to purchase 100 percent of the jet fuel produced each year.

Velocys expects to deliver the four Fischer-Tropsch reactors to RRB by the end of June 2020, to assist with start-up and commissioning in the third quarter of 2020, with support of plant ramp-up and first catalyst regeneration targeted for early 2021.

(h)     Current revenue generating client: Toyo, Nagoya, Japan

On 18 September 2019, the Company and Toyo entered into agreements in relation to a pilot plant for generating sustainable aviation fuel using woody biomass feedstock, as part of a project funded by the Japanese government (the NEDO project, in Nagoya, Japan). The project involves Toyo, Mitsubishi Hitachi Power Systems, Chubu Electric Power and the Japan Aerospace Exploration Agency. Under the agreements, Toyo has agreed to pay a total of $4 million to the Company in two tranches - $0.5 million which has already been received by the Company as a non-refundable deposit, with the remaining $3.5 million paid into escrow.

Velocys has delivered a pilot scale Fischer-Tropsch reactor and catalyst to Toyo which is currently in operation and expects the demonstration run, and agreement of the commercial terms for developing a full scale commercial biomass to jet fuel plant, to be completed during the second half of 2020. The Directors believe that the relationship with Toyo provides recognition of Velocys' technology as one of the core elements to the ability to produce synthetic jet fuel which meets the Japanese quality standards. 

(i)      Other business updates

          Claim by the bankruptcy trustee of Ventech 

The bankruptcy trustee of Ventech Engineers International LLC ("Ventech"), a former commercial partner of the Company, which is now in bankruptcy in the US, has made certain claims against the Company alleging that amounts are owed to Ventech in respect of commercial agreements entered into with the Company in 2012. The bankruptcy trustee commenced formal legal proceedings against the Company in Texas in April 2020. No evidence has been provided by the bankruptcy trustee to support the Ventech claims and the directors have internally investigated them and concluded that they are without merit. The Company intends to defend these claims and remains an unsecured creditor of Ventech.

Velocys' response to COVID-19

In response to the COVID-19 outbreak, Velocys deployed remote working for all its employees and contractors at its three sites in Oxford, Ohio and Texas before it become mandatory to do so. All sub-contractors currently used by Velocys have been able to continue to perform their contracts to date during the COVID-19 outbreak, allowing reactor and catalyst deliveries to proceed and engineering services to be provided to RRB in the State of Oregon and Toyo in Japan in accordance with agreed schedules. 

3.    Business model and revenue streams

The Company has a hybrid, capital-light business model, focusing on delivering Fischer-Tropsch reactors and catalysts to clients under site-licence agreements and providing engineering services over the course of the minimum 20 year expected lifetime of the assets. Velocys offers its clients a full end-to-end solution for the conversion of solid sustainable feedstocks to sustainable aviation fuels via the so called "Integrated Technology Package". The Company's two reference projects (the Altalto Immingham Project and the Mississippi Bio-refinery Project) are designed to accelerate the technology adoption further, even though the technology is already commercially referenced by the orders from RRB and Toyo and has been demonstrated at commercial scale by the ENVIA plant in Oklahoma during 2017 and 2018.

The expected net present value to Velocys per standard size contracted bio-refinery client with a nameplate capacity of 22.5 million gallons per year is $50-60 million, using a discount rate of 10 per cent.. This estimate comprises upfront and recurring revenues from the proprietary reactors and catalysts, fees from engineering and commissioning services, technology licence fees and decarbonisation royalties. By way of illustration, the potential profile of revenue streams of a typical integrated technology package (ITP) project are provided below.

Design phase (years 1-2)

•      Year 1: FEED engineering fee (c.US$0.25- 0.75 million), ITP FEED (c.US$1-2 million) and technology license (c.US$1.5-2.5 million)

•      Year 2: FEED engineering fee (c.US$0.25- 0.75 million)

 

Financial close and start of construction phase (years 3-4)

•      Year 3: ITP FEED (c.US$1-2 million), ITP start up (c.US$0.25- 0.75 million), technical support (c.US$0.1-0.4 million),  reactor sales (c.US$5-7 million), catalyst sales (c.US$4-5 million) and technology license (c.US$1.5-2.5 million)

•      Year 4: technical support (c.US$0.25-0.75 million) and reactor sales (c.US$5-7 million)

 

Completion of construction and then commercial operations phase (years 5-25)

•      Year 5: technical support (c.US$0.1-0.4 million), reactor sales (c.US$5-7 million), catalyst sales (c.US$4-5 million) and technology license (c.US$0.3-0.6 million)

•      Year 6-25: technical support (c.US$0.1-0.4 million), catalyst sales (c.US$4-5 million) and decarbonisation royalty (c.US$4-6 million)

It should be noted that the profile of the technology license revenues of the Altalto Immingham Project and Mississippi Bio-refinery Project are expected to differ to the above during the first five years of their respective project lifecycles. These are shown below.

Altalto Immingham Project - technology license revenues (years 1-5)

•      Year 2: c.US$1.5-2.5 million

•      Year 3: c.US$1.5-2.5 million

•      Year 4: c.US$0.3-0.6 million

Mississippi Bio-refinery Project - technology license revenues (years 1-5)

•      Year 2: c.US$3.5-4.5 million

•      Year 4: c.US$0.3-0.6 million

In addition to the above, the Company expects to earn development services revenues in year 1 (c.US$0.2-0.6 million) and year 2 (c.US$4.5-5.5 million) for the Altalto Immingham Project.

4.      Current Trading

During March 2020 both the UK and the US Governments implemented a social distancing policy including "lock-down" and "stay at home" requirements for non-essential workers.  

Due to the logistical difficulties involved in completing the audit while operating under lock-down restrictions, the Company believes that it will not be possible to complete the annual audit in time for an annual general meeting and presentation of the Company's Annual Report and Accounts prior to 30 June 2020.  The London Stock Exchange and the Registrar of Companies have approved a delay to the filing and publication of the Company's audited annual accounts for the financial year ended 31 December 2019 and the holding of its 2020 AGM by three months in line with current broad industry practice due to the restrictions imposed by the COVID-19 pandemic.  

Given this delay, on 19 June 2020, the Company provided an unaudited update on trading for the year ended 31 December 2019, which can be summarised as follows:

·     The revenues for the period were £0.3 million (2018: £0.7 million).

·     Operating loss for the period was £9.8 million before exceptional items, including a credit of £0.1 million related to impairments (2018: £18.6 million before exceptional items of £10.1 million).

·     Administrative expenses before exceptional items reduced significantly to £10.0 million (£10.0 million after exceptional items) (2018: £19.1 million before exceptional items and £29.1 million after exceptional items).  This reduction of 47% in administrative expenses before exceptional items is principally due to aggressive cost cutting and efficient operations in corporate overhead, net headcount reductions, third party consulting costs eliminations and project development costs transferred to third parties.

·     Cash at period end stood at £4.8 million (2018: £7.0 million).

 

5.      Use of Proceeds

The Directors intend to use the net proceeds raised by the Fundraise of a minimum of £10 million to complement the funding commitments already made by British Airways and Shell as follows: (i) £6 million to further strengthen its intellectual property and trade secrets protection, working capital and central costs for up to one year; (ii) £1.4 million to complete the process engineering phase of FEED for the Altalto Immingham Project until the first quarter of 2021; (iii) £0.6 million to complete the fund raising for the Mississippi Bio-refinery Project and launch the associated FEED; (iv) £0.5 million to evaluate and design a de-bottlenecking of the reactor core manufacturing line in the United States to reach a production capacity of more than 12 Fischer-Tropsch reactors per year (twice the current capacity) and (v) £0.4 million to implement learnings from a post-operative analysis from the demonstration reactors for the benefit of its clients via updated operating manuals and training. 

The Directors intend to use any net proceeds of the Fundraise in excess of £10 million to extend the Company's cashflow runway, maintain a reasonable balance sheet as well as to accelerate the upgrading of the reactor manufacturing capability, including to implement lean manufacturing, full automation of certain welding steps and potentially the three dimensional printing of certain sub-components.

Capital expenditure requirements for the manufacturing capability are expected to be c.£4.8 million, c.£1.2 million and c.£7 million in 2021, 2022 and 2025 respectively.

The Directors expect that the net proceeds of the Fundraise will be supplemented by other anticipated sources of funds in 2020, including completion payments from Red Rock Biofuels of £0.7 million for reactors and catalyst delivered by the Company, a UK R&D tax credit of £0.5 million and additional license fees and pre-FEED engineering fees from the new client project pipeline.

Taking into account the expected contribution from new investors into the project itself, the Directors believe that the Mississippi Bio-refinery Project is not likely to require any further net capital contributions from Velocys in relation to the FEED work. The Directors believe, however, that further funding will be required to achieve Velocys objectives for the next stage of both the Mississippi Bio-refinery Project and the Altalto Immingham Project, as described in further detail in paragraph 2 of of this section of the announcement

The commencement and completion of the next stage of either of the Altalto Immingham Project or Mississippi Bio-refinery Project will be dependent on the Company's ability to secure the requisite equity funding from strategic partners or otherwise, as well as key project procurement, supply and offtake contracts. As such, the timing of reaching and completing the next stage for either project is not wholly within the Company's control and the costs of reaching and completing the next stage will be higher if the projects do not begin and progress through the next stage in the timeframes currently anticipated. Should the Company not secure strategic investment, it will need to seek further funding in due course in order to be able to cover development costs and its working capital requirements, which may be from one or a combination of a larger capital raising or the realisation of its assets, such as granting additional intellectual property licenses or selling non-core intellectual property.

6.      Principal terms of the Placing

The Company is conducting a conditional, non-pre-emptive placing of new Ordinary Shares at the Placing Price. The Placing Shares will be placed by Numis and Canaccord (and other introducers) as agents for the Company and pursuant to the Placing Agreement, with institutional and other professional investors. The Company considers it important to be able to take advantage of investor demand should investors wish to participate in the Fundraise in excess of £10 million.  Therefore, the Company may increase the amount proposed to be raised pursuant to the Placing, in agreement with Numis and Canaccord.

The VCT Placing is conditional upon (amongst other things):

(a)      the passing of the Resolutions at the General Meeting;

(b)     the Placing Agreement becoming unconditional and the Placing Agreement not having been terminated in accordance with its terms; and

(c)      VCT Admission occurring on or before 15 July 2020 (or such later date as Numis, Canaccord and the Company may agree, not being later than 30 July 2020).

The General Placing is conditional upon (amongst other things):

(a)      the passing of the Resolutions at the General Meeting;

(b)     the Placing Agreement becoming unconditional and the Placing Agreement not having been terminated in accordance with its terms; and

(c)      General Admission occurring on or before 16 July 2020 (or such later date as Numis, Canaccord and the Company may agree, not being later than 30 July 2020).

Shareholders should note that it is possible that VCT Admission occurs but General Admission does not occur. If the relevant Admission does not occur then the Company will not receive the relevant net proceeds in respect of such Admission and the Company may not be able to finance the activities referred to in this announcement.

The Placing Agreement contains warranties from the Company in favour of Numis and Canaccord in relation to (amongst other things) the Company and its business. In addition, the Company has agreed to indemnify Numis and Canaccord in relation to certain liabilities it may incur in undertaking the Placing. Numis and Canaccord have the right to terminate the Placing Agreement in certain circumstances prior to General Admission, in particular, it may terminate in the event that there has been a material breach of any of the warranties or for force majeure (and other introducers and placing agents also have the right to terminate their agreements in certain circumstances).

The Company believes that the VCT Shares will rank as a qualifying holding for the purposes of investment by VCTs. However, no assurance has been obtained from HMRC or any other person that a subscription for VCT Shares is a qualifying holding for the purpose of investment by VCTs.

None of the Directors or the Company give any warranty or undertaking that any VCT investment in the Company is a qualifying holding, or that VCT qualifying status will not be withdrawn, nor do they warrant or undertake that the Company will conduct its activities in a way that qualifies for or preserves its status or the status of any investment in Ordinary Shares. Investors considering taking advantage of any of the reliefs available to VCTs should seek their own professional advice in order that they may fully understand how the rules apply in their individual circumstances and what they are required to do in order to claim any reliefs (if available). As the rules governing VCT reliefs are complex and interrelated with other legislation, if any potential investors are in any doubt as to their tax position, require more detailed information than the general outline above, or are subject to tax in a jurisdiction other than the UK, they should consult their professional advisers.

Application will be made for the VCT Shares and the General Placing Shares to be admitted to trading on AIM. It is expected that trading in the VCT Shares will commence at 8 a.m. on 15 July 2020 and that trading in the General Placing Shares will commence at 8 a.m. on 16 July 2020.

7.      Recommendation

The Directors consider that the Fundraise and the Resolutions are in the best interests of the Company and its Shareholders as a whole. The Company is reliant on the net proceeds of the Fundraise to meet its ongoing liquidity requirements and to continue to implement its strategy. If the Resolutions are not passed by Shareholders, the Fundraise will not proceed. In these circumstances, the Directors will need to reconsider the Company's strategy and the Company may need to seek alternative funding, which may not be available on terms which are acceptable to the Company or at all. Accordingly, the Directors unanimously recommend that Shareholders vote in favour of the Resolutions, as they intend to do in respect of their own legal and/or beneficial shareholdings, amounting, in aggregate, to 3,857,317 Ordinary Shares (representing approximately 0.6% per cent. of the Ordinary Shares in the issue as at the date of this announcement).

 

DEFINITIONS

The following definitions apply throughout this announcement, unless the context requires otherwise.

"Act"

the UK Companies Act 2006, as amended

"Admission"

VCT Admission in the context of the VCT Shares and General Admission in the context of the General Placing Shares, the Retail Shares and the Open Offer Shares

"AIM"

the market of that name operated by the London Stock Exchange

"AIM Rules"

the AIM Rules for Companies, which set out the rules and responsibilities for companies listed on AIM, as amended from time to time

"Application Form"

the non-CREST application form relating to the Open Offer for use by Eligible Non-CREST Shareholders

"Articles"

the articles of association of the Company (as amended from time to time)

"Basic Entitlement"

Entitlement to subscribe for Open Offer Shares, allocated to an Eligible Shareholder pursuant to the Open Offer on the Record Date

"Board" or "Directors"

the board of directors of the Company

"British Airways"

British Airways plc

"Canaccord"

Canaccord Genuity Limited, a company incorporated in England and Wales, with registered number 01774003, whose registered office is at 88 Wood Street, London EC2V 7QR

"Company"

Velocys plc, a public limited company incorporated in England & Wales under registered number 05712187 and having its registered office at Magdalen Centre, Robert Robinson Avenue, The Oxford Science Park, Oxford, England, OX4 4GA.

"CREST"

the relevant system (as defined in the Regulations) which enables title to units of relevant securities (as defined in the Regulations) to be evidenced and transferred without a written instrument and in respect of which Euroclear UK & Ireland Limited is the Operator (as defined in the Regulations)

"Disclosure Guidance and Transparency Rules"

the Disclosure Guidance and Transparency Rules issued by the FCA

"Eligible CREST Shareholders"

Eligible Shareholders whose Existing Ordinary Shares are held in uncertificated form in a CREST account

"Eligible Non-CREST Shareholders"

Eligible Shareholders whose Existing Ordinary Shares are held in certificated form

"Eligible Shareholders"

Shareholders on the Ex-Entitlement Date that are not resident in a Restricted Jurisdiction

"Enlarged Share Capital"

the issued Ordinary Share capital of the Company immediately following General Admission comprising the Existing Ordinary Shares, the Placing Shares, the Retail Shares and the Open Offer Shares assuming full subscription under the Placing, the Retail Offer and the Open Offer and assuming no exercise of any warrants or options

"ENVIA"

ENVIA Energy, LLC, a joint venture between Waste Management, Inc., Ventech Projects Investments, LLC and the Company

"Excess Entitlement"

Open Offer Shares in excess of the Basic Entitlement, but not in excess of the total number of Open Offer Shares, allocated to an Eligible Shareholder pursuant to the Open Offer

"Ex-Entitlement Date"

the date on which the Ordinary Shares are marked 'ex' for entitlement by the London Stock Exchange under the Open Offer, being 26 June 2020

"Existing Ordinary Shares"

the 643,756,100 Ordinary Shares in issue as at the date of announcement being the entire issued share capital of the Company prior to the Placing, the Retail Offer and the Open Offer

"FCA"

Financial Conduct Authority

"Form of Proxy"

the accompanying form of proxy for use by Shareholders in relation to the General Meeting

"FSMA"

the Financial Services and Markets Act 2000 (as amended)

"Fundraise"

the Placing, Retail Offer and Open Offer

"General Admission"

admission of the General Placing Shares, the Retail Shares and Open Offer Shares to trading on AIM becoming effective in accordance with Rule 6 of the AIM Rules

"General Meeting"

the general meeting of the Company to be held at 10.30 a.m. on 14 July 2020

"General Placing"

the conditional placing of the General Placing Shares to placees

"General Placing Shares"

new Ordinary Shares to be issued, conditional on General Admission, in connection with the General Placing

"JDA"

The joint development agreement (as amended) between Velocys, British Airways and Shell relating to the Altalto Immingham Project

"Joint Brokers"

Numis and Canaccord

"Link Asset Services"

a trading name of Link Market Services Limited, a company incorporated in England and Wales, with registered number 02605568, whose registered office is at The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU

"London Stock Exchange"

London Stock Exchange plc

"New Ordinary Shares"

the Placing Shares, the Retail Shares and the Open Offer Shares to the extent subscribed for under the Open Offer

"Notice of General Meeting"

the notice of General Meeting

"Numis"

Numis Securities Limited, a private limited company incorporated in England & Wales under registered number 02285918 and having its registered office at 10 Paternoster Square, London EC4M 7LT

"Open Offer"

the offer to Eligible Shareholders, constituting an invitation to apply for the Open Offer Shares at the Placing Price on the terms and subject to the conditions set out in the circular and, in the case of Eligible Non-CREST Shareholders, in the Application Form

"Open Offer Entitlements"

entitlements to subscribe for Open Offer Shares pursuant to the Basic Entitlement and Excess Entitlement

"Open Offer Shares"

new Ordinary Shares to be issued to Eligible Shareholders pursuant to the Open Offer

"Ordinary Shares"

ordinary shares of £0.01 each in the capital of the Company

"Overseas Shareholders"

holders of Ordinary Shares who are resident in, or citizens of, countries outside of the UK

"Placing"

the VCT Placing and the General Placing

"Placing Agreement"

the conditional agreement dated 24 June 2020 relating to the Placing and Open Offer, between the Company, Numis and Canaccord

"Placing Price"

price per New Ordinary Share

"Placing Shares"

the VCT Shares and the General Placing Shares

"PrimaryBid"

PrimaryBid Limited which is authorised and regulated by the FCA

"Prospectus Regulation Rules"

the Prospectus Regulation Rules made in accordance with the Prospectus Regulation Rules Instrument 2019 (FCA: 2019/80)

"Receiving Agent"

Link Asset Services

"Record Date"

5 p.m. on 23 June 2020, being the record date for the Open Offer

"Registrar"

Link Asset Services

"Regulations"

the UK Uncertificated Securities Regulations 2001 (SI 2001 No. 3755), as amended

"Resolutions"

the resolutions to be proposed at the General Meeting as set out in the Notice of General Meeting

"Restricted Jurisdiction"

any jurisdiction except the UK. Jurisdictions outside the UK include, but are not limited, to the United States, Canada, Australia, New Zealand, the Republic of South Africa and Japan.

"Retail Offer"

the offer of Retail Shares made to private and other investors on the PrimaryBid platform 

"Retail Shares"

new Ordinary Shares to be issued, conditional on General  Admission, in connection with the Retail Offer

"Shareholders"

the holders of Ordinary Shares from time to time, each individually being a "Shareholder"

"Shell"

Shell International Petroleum Company Limited

"Stay Alert Guidance"

the measures announced by the UK Government on 11 May 2020 aimed at controlling the spread of COVID-19

"Toyo"

Toyo Engineering Corporation

"UK" or "United Kingdom"

the United Kingdom of Great Britain and Northern Ireland

"US" or "United States"

the United States of America, its territories and possessions, any state of the United States and the District of Colombia

"VCT"

a venture capital trust under part 6 of the Income Tax Act 2007

"VCT Admission"

admission of the VCT Shares to trading on AIM becoming effective in accordance with Rule 6 of the AIM Rules

"VCT Placing"

the conditional placing of the VCT Shares to placees

"VCT Shares"

new Ordinary Shares to be issued, conditional on VCT Admission, in connection with the VCT Placing

"€"

the single currency of the participating member states of the European Union

"$"

the lawful currency of the United States

"£"

the lawful currency of the United Kingdom

 

 

 

 

 

 

 

 

 

 

 

GLOSSARY

 

The terms set out below have the following meanings throughout this announcement, unless the context requires otherwise.

"Altalto Immingham Project"

the Company's waste to sustainable fuels project, the plant for which will be located in Immingham, UK

"EPC"

engineering, procurement and construction

"feedstock"

raw material processed ingested in the fuel-generation process

"FEED"

front end engineering design

"FID"

final investment decision

"ITP"

integrated technology package

"LCFS"

the Californian Low Carbon Fuel Standard programme

"Mississippi Bio-refinery Project"

the Company's bio-refinery project, the plant for which will be located in Natchez, Mississippi

"naphtha"

a flammable liquid distillate of petroleum

"recyclates"

materials capable of being recycled

"Renewable Fuel Standard"

the US renewable fuel standard program created under the Energy Policy Act 2005 and amended by the Energy Independence and Security Act 2007

"Renewable Identification Number" or "RIN"

a renewable identification number assigned to a batch of biofuel to track its production use and trading as required by the Renewable Fuel Standard

"Renewable Transport Fuel Certificates"

certificates awarded under the Renewable Transport Fuels Obligation

"Renewable Transport Fuels Obligation"

the UK Renewable Transport Fuel Obligation Order published 5 November 2012

 

 

 





APPENDIX I

TERMS AND CONDITIONS OF THE PLACING

 

IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY

 

THIS ANNOUNCEMENT INCLUDES STATEMENTS, ESTIMATES, OPINIONS AND PROJECTIONS WITH RESPECT TO ANTICIPATED FUTURE PERFORMANCE OF THE GROUP ("FORWARD-LOOKING STATEMENTS") WHICH REFLECT VARIOUS ASSUMPTIONS CONCERNING ANTICIPATED RESULTS TAKEN FROM THE GROUP'S CURRENT BUSINESS PLAN OR FROM PUBLIC SOURCES WHICH MAY OR MAY NOT PROVE TO BE CORRECT. THESE FORWARD LOOKING STATEMENTS CAN BE IDENTIFIED BY THE USE OF FORWARD LOOKING TERMINOLOGY, INCLUDING THE TERMS "ANTICIPATES", "TARGET", "BELIEVES", "ESTIMATES", "EXPECTS", "INTENDS", "MAY", "PLANS", "PROJECTS", "SHOULD" OR "WILL", OR, IN EACH CASE, THEIR NEGATIVE OR OTHER VARIATIONS OR COMPARABLE TERMINOLOGY OR BY DISCUSSIONS OF STRATEGY, PLANS, OBJECTIVES, GOALS, FUTURE EVENTS OR INTENTIONS. SUCH FORWARD-LOOKING STATEMENTS REFLECT CURRENT EXPECTATIONS BASED ON THE CURRENT BUSINESS PLAN AND VARIOUS OTHER ASSUMPTIONS AND INVOLVE SIGNIFICANT RISKS AND UNCERTAINTIES AND SHOULD NOT BE READ AS GUARANTEES OF FUTURE PERFORMANCE OR RESULTS AND WILL NOT NECESSARILY BE ACCURATE INDICATIONS OF WHETHER OR NOT SUCH RESULTS WILL BE ACHIEVED. AS A RESULT, PROSPECTIVE INVESTORS SHOULD NOT RELY ON SUCH FORWARD-LOOKING STATEMENTS DUE TO THE INHERENT UNCERTAINTY THEREIN. NO REPRESENTATION OR WARRANTY IS GIVEN AS TO THE COMPLETENESS OR ACCURACY OF THE FORWARD-LOOKING STATEMENTS CONTAINED IN THIS ANNOUNCEMENT. FORWARD-LOOKING STATEMENTS SPEAK ONLY AS OF THE DATE OF SUCH STATEMENTS AND, EXCEPT AS REQUIRED BY THE FCA, THE LONDON STOCK EXCHANGE, THE AIM RULES OR APPLICABLE LAW, THE COMPANY UNDERTAKES NO OBLIGATION TO UPDATE OR REVISE PUBLICLY ANY FORWARD-LOOKING STATEMENTS, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE. NO STATEMENT IN THIS ANNOUNCEMENT IS INTENDED TO BE A PROFIT FORECAST AND NO STATEMENT IN THIS ANNOUNCEMENT SHOULD BE INTERPRETED TO MEAN THAT EARNINGS PER SHARE OF THE COMPANY FOR THE CURRENT OR FUTURE FINANCIAL YEARS WOULD NECESSARILY MATCH OR EXCEED THE HISTORICAL PUBLISHED EARNINGS PER SHARE OF THE COMPANY.

 

THIS ANNOUNCEMENT, INCLUDING THE APPENDIX (TOGETHER THE "ANNOUNCEMENT") AND THE INFORMATION IN IT IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(E) OF THE EU PROSPECTUS REGULATION (WHICH MEANS REGULATION (EU) 2017/1129 (THE "PROSPECTUS REGULATION")) ("QUALIFIED INVESTORS"); AND (B) IN THE UNITED KINGDOM, TO QUALIFIED INVESTORS WHO ARE PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(1) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"); (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS IN (A) OR (B) TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVENT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES.

In this Appendix, unless the context requires, "Placee" means a Relevant Person (including individuals, funds or others) who has been invited to, and who chooses to, participate in the Placing and by whom or on whose behalf a commitment to subscribe for Placing Shares has been given.

No representation or warranty, express or implied, is made or given by or on behalf of the Company or Canaccord Genuity Limited ("Canaccord") or Numis Securities Ltd ("Numis"), the Company's nominated adviser, or any of their respective affiliates (within the meaning of Rule 405 under the US Securities Act of 1933, as amended (the "Securities Act") or any of such persons' directors, officers or employees or any other person as to the accuracy, completeness or fairness of the information or opinions contained in this Announcement and no liability whatsoever is accepted by the Company, Numis, Canaccord or any of such persons' Affiliates, directors, officers or employees or any other person for any loss howsoever arising, directly or indirectly, from any use of such information or opinions or otherwise arising in connection therewith.

This Announcement does not constitute an offer to sell or issue or the solicitation of an offer to buy or subscribe for Placing Shares in any jurisdiction in which such offer or solicitation is or may be unlawful. In particular the Placing Shares referred to in this Announcement have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and will be offered or sold only outside of the United States in accordance with Regulation S under the Securities Act.

The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada; no prospectus has been lodged with or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; and the Placing Shares have not been, nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of United States, Australia, New Zealand, Canada, Japan or South Africa. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into the United States, Australia, New Zealand, Canada, Japan or South Africa or any other jurisdiction in which such activities would be unlawful.

Persons distributing any part of this Announcement must satisfy themselves that it is lawful to do so. Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any action. Persons into whose possession this Announcement comes are required by the Company, Canaccord and Numis to inform themselves about, and observe, any such restrictions. 

This Announcement does not constitute a recommendation concerning any investors' options with respect to the Placing. Investors and prospective investors should conduct their own investigation, analysis and evaluation of the business and data described in this Announcement. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. The contents of this Announcement are not to be construed as legal, business, financial or tax advice. Each investor or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

Placees will be deemed: (i) to have read and understood this Announcement, including this Appendix, in its entirety; and (ii) to be participating and making an offer for Placing Shares on the terms and conditions and to be providing the representations, warranties, acknowledgements and undertakings, contained in this Appendix.

This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Placing Shares. Any investment decision to buy Placing Shares in the Placing must be made solely on the basis of publicly available information, which has not been independently verified by Numis and Canaccord.

The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than the AIM market of the London Stock Exchange plc.

1.             DETAILS OF THE PLACING

1.1          Numis and Canaccord today entered into an agreement with the Company (the " Placing Agreement").   Under the Placing Agreement, subject to certain conditions, Numis and Canaccord, as agents for and on behalf of the Company, have agreed to use their respective reasonable endeavours to procure Placees for the Placing Shares at a price to be determined following completion of the Building Process (as defined below). The Placing is not being underwritten by Numis or Canaccord.

1.2          The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing Ordinary Shares, including the right to receive dividends and other distributions declared or made after the date of issue of the Placing Shares.

2.             APPLICATIONS FOR ADMISSION TO TRADING

2.1          Application will be made to the London Stock Exchange for admission to trading of the Placing Shares on its AIM market ("Application").

2.2          It is expected that VCT Admission will become effective at 8.00 a.m. on 15 July 2020 and that dealings in the VCT Placing Shares will commence at that time.

2.3          It is expected that General Admission will become effective at 8.00 a.m. on 16 July 2020 and that dealings in the General Placing Shares will commence at that time.

3.             PARTICIPATION IN, AND PRINCIPAL TERMS OF THE PLACING

3.1          Numis and Canaccord are acting as joint brokers and as agents for the Company in connection with the Placing, Application and Admission.  Numis and Canaccord are each authorised and regulated in the United Kingdom by the FCA, and are each acting exclusively for the Company and no one else in connection with the matters referred to in this Announcement and will not be responsible to anyone other than the Company for providing the protections afforded to the customers of Numis and Canaccord or for providing advice in relation to the matters described in this Announcement. 

3.2          Participation in the Bookbuilding Process and the Placing is only available to persons who may lawfully be, and are invited to participate in it by Numis, Canaccord, Peat & Co, Radnor or TPI.  Numis, Canaccord, Peat & Co, Radnor, TPI and their respective Affiliates are each entitled to participate in the Placing and the Bookbuilding Process as principals.

3.3          Commencing today, Numis, Canaccord, Peat & Co, Radnor and TPI will be conducting an accelerated bookbuilding process (the "Bookbuilding Process") to determine demand for participation in the Placing by Placees.  This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing. The Bookbuilding Process, if successful, will establish a single price per Placing Share (the "Placing Price") payable to Numis, Canaccord, Peat & Co, Radnor or TPI by all Placees whose bids are successful. The total amount to be raised through the Placing, the Placing Price and the number of Placing Shares to be issued will be agreed between Numis, Canaccord and the Company following completion of the Bookbuilding Process. Any discount to the market price of the Ordinary Shares will be determined in accordance with the AIM Rules. The total amount to be raised through the Placing, the Placing Price and the number of Placing Shares will be announced on the Regulatory Information Service following completion of the Bookbuilding Process (the "Placing Results Announcement").

3.4          A bid in the Bookbuilding Process will be made on the terms and conditions in this Appendix and will be legally binding on the Placee on behalf of which it is made and, except with the consent of Numis and Canaccord, will not be capable of variation or revocation after the time at which it is submitted.

3.5          To bid in the Bookbuilding Process, prospective Placees should communicate their bid by telephone or in writing to their usual sales contact at Numis, Canaccord, Peat & Co, Radnor or TPI. Each bid should state the number of Placing Shares which the prospective Placee wishes to subscribe for at either the Placing Price which is ultimately established by the Company, Numis and Canaccord, or at prices up to a price limit specified in its bid.

3.6          Each of Numis and Canaccord reserves the right not to accept bids or to accept bids in part rather than in whole, on the basis of allocations agreed between Numis, Canaccord and the Company and may scale down any bids for this purpose on such basis as they may determine. The acceptance of bids shall be at Numis and Canaccord's absolute discretion, with the agreement of the Company. Numis and Canaccord may also, notwithstanding paragraphs 3.5 and 3.7, subject to the prior consent of the Company (i) allocate Placing Shares after the time of any initial allocation to any person submitting a bid after that time; and (ii) allocate Placing Shares after the Bookbuilding Process has closed to any person submitting a bid after that time.

3.7          The Bookbuilding Process is expected to close no later than 6.00 p.m. today, but at the sole discretion of Numis, Canaccord and the Company, the timing of the closing of the books, pricing and allocations may be accelerated or delayed. Numis and Canaccord may, in agreement with the Company, accept bids that are received after the Bookbuilding Process has closed.

3.8          Each prospective Placee's allocation of Placing Shares will be confirmed to prospective Placees orally by Numis, Canaccord, Peat & Co, Radnor, TPI or one of their respective Affiliates following the closing of the Bookbuilding Process, and a contract note will be dispatched as soon as practicable thereafter as evidence of such Placee's allocation and commitment.  The terms and conditions of this Appendix will be deemed incorporated into the contract note. That oral confirmation will constitute an irrevocable legally binding commitment upon that person (who at that point will become a Placee) in favour of the Company and Numis, Canaccord, Peat & Co, Radnor or TPI (as applicable) to subscribe for the 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 and each Placee will be deemed to have read and understood the announcement in its entirety.  An offer to acquire Placing Shares, which has been communicated by a prospective Placee to Numis, Canaccord, Peat & Co, Radnor or TPI (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, Canaccord, Peat & Co, Radnor or TPI (as applicable).

3.9          Each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to Numis, Canaccord, Peat & Co, Radnor or TPI, as applicable (as agents of the Company), to pay the relevant entity (or as it may direct) in cleared funds immediately on settlement 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, Canaccord, Peat & Co, Radnor or TPI, as applicable.

3.10        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".

3.11        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".

               

3.12        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.

3.13        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 and, in particular, none of Numis or any of its Affiliates shall have any liability (including, to the extent permissible by law, any fiduciary duties) in respect of Numis' conduct of the Bookbuilding Process or of such alternative method of effecting the Placing as Numis, Canaccord and the Company may determine.

3.14        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 Affiliate of Canaccord, 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 and, in particular, none of Canaccord or any of its Affiliates shall have any liability (including, to the extent permissible by law, any fiduciary duties) in respect of Canaccord's conduct of the Bookbuilding Process or of such alternative method of effecting the Placing as Numis, Canaccord and the Company may determine

3.15        No commissions will be paid to Placees or by the Placees in respect of any Placing Shares.

4.            CONDITIONS OF THE PLACING

4.1          Numis' and Canaccord's obligations under the Placing Agreement in respect of the VCT Placing Shares are conditional on, amongst other things:

(a)           none of the warranties in the Placing Agreement (i) being untrue and inaccurate or misleading on and as of the date of the Placing Agreement to an extent which, in any such case, would be material and (ii) becoming untrue, inaccurate or misleading at VCT Admission to an extent which, in any such case, would be material by reference to the facts and circumstances then subsisting;

(b)           the Resolutions being validly passed at the General Meeting without amendment and remaining in full force and effect

(c)           the Company allotting, subject only to VCT Admission, the VCT Placing Shares in accordance with the Placing Agreement;

(d)           certain publication of announcement obligations (including with respect to this Announcement);

(e)           the compliance by the Company with all its obligations which are required to be performed or satisfied on or prior to VCT Admission;

(f)            the respective obligations of Numis and Canaccord under the Placing Agreement not having been terminated prior to VCT Admission; and

(g)           VCT Admission occurring by 8:00am on 15 July 2020 (or such later time and date as Numis and Canaccord (acting together) may agree in unity with the Company not being later than 8:00 a.m. on 30 July 2020).

4.2          Numis' and Canaccord's obligations under the Placing Agreement in respect of the General Placing Shares are conditional on, amongst other things:

(a)           the VCT Placing Shares being unconditionally allotted and issued to the relevant Placees on VCT Admission and VCT Admission having occurred;

(b)           none of the warranties in the Placing Agreement (i) being untrue and inaccurate or misleading on and as of the date of the Placing Agreement to an extent which, in any such case, would be material and (ii) becoming untrue, inaccurate or misleading at General Admission to an extent which, in any such case, would be material by reference to the facts and circumstances then subsisting;

(c)           the Company allotting, subject only to General Admission, the General Placing Shares in accordance with the Placing Agreement;

(d)           No event having occurred before General Admission which had it occurred before VCT Admission would have entitled Numis and Canaccord to terminate the Placing Agreement; and

(e)           General Admission occurring by 8:00am on 16 July 2020 (or such later time and date as Numis and Canaccord (acting together) may agree in unity with the Company not being later than 8:00 a.m. on 30 July 2020).

4.3          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.

4.4          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 4.1(c), 4.1(g), 4.2(a), 4.2(c) and 4.2(e) 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.

4.5          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 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 none of Numis, Canaccord nor the Company (or any of their respective directors, officers or employees) shall have any liability to Placees whatsoever in connection with any such exercise.

5.3          Following VCT Admission, the Placing Agreement is not capable of termination to the extent that it relates to the Placing of VCT Placing Shares. Following General Admission, the Placing Agreement is not capable of termination to the extent it relates to the Placing of any of the General Placing Shares. For the avoidance of doubt, VCT Admission is not conditional on General Admission taking place.

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 their own assessment of the Company, the Placing Shares and the Placing based on the information contained in this Announcement (including this Appendix) and the Exchange Information (as defined below) (save that in the case of Exchange Information a Placee's right to rely on that information is limited to the right that such Placee would have as a matter of law in the absence of this paragraph).

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. No Placee should consider any information in this Announcement to be legal, tax or business advice. Each Placee should consult its own attorney, tax adviser and business adviser for legal, tax and business advice regarding an investment in the Placing Shares. 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,  Canaccord and TPI each reserve the right to require settlement for, and delivery of, the Placing Shares (or a portion thereof) to respective Placees placed by them 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          Following the close of the Bookbuilding Process, each Placee allocated Placing Shares in the Placing will be sent a contract note in accordance with the standing arrangements in place with Numis, Canaccord or TPI (as applicable), stating the number of Placing Shares allocated to it at the Placing Price, the aggregate amount owed by such Placee to Numis, Canaccord or TPI (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, Canaccord or TPI (as applicable).

7.3          The Company will (via its registrar) deliver the Placing Shares (excluding any Placing Shares placed by TPI, which will be settled by TPI under their separate settlement provisions)) 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 in respect of the VCT Placing Shares will take place on 15 July 2020 and that settlement in respect of the General Placing Shares will take place on 16 July 2020, 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) irrevocably 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 and the Exchange Information 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, the Exchange Information 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, the Exchange Information 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 (save that in the case of Exchange Information, a Placee's right to rely on that information is limited to the right that such Placee would have as a matter of law in the absence of this paragraph) such information being all that such Placee deems necessary or appropriate and sufficient to make an investment decision in respect of the Placing Shares 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 with respect to the Company, the Placing or the Placing Shares or the accuracy, completeness or adequacy of any information contained in the Announcement or the Exchange Information or otherwise 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 "inside information" as defined in the EU Market Abuse Regulation 596/2014 concerning the Company in accepting this invitation to participate in the Placing and is not purchasing Placing Shares on the basis of "inside 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)            if it is a person in a Member State of the European Economic Area that it is a Qualified Investor and, to the extent applicable, any funds on behalf of which it is acquiring the Placing Shares that are located in a member state of the EEA are each such a qualified investor;

 

(m)          if it is a person in the United Kingdom, it is a person of a kind described in 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 or a person to whom this Announcement may otherwise be communicated.  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;

 

(n)           if a financial intermediary, as that term is used in Article 5 of the Prospectus Regulation, that the Placing Shares purchased by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a Member State of the European Economic Area other than Qualified Investors, or in circumstances in which the prior consent of Numis and Canaccord has been given to the offer or resale;

 

(o)           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;

 

(p)           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;

 

(q)           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 General 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 Regulation;

 

(r)            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;

 

(s)            it is aware of and acknowledges that it is required to comply, and does and will comply, with its obligations under the Criminal Justice Act 1993 and the EU Market Abuse Regulation 596/2014 in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2000, the Terrorism Act 2006 and the Money Laundering Regulations 2017 and the Money Laundering Sourcebook of the FCA (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;

 

(t)            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;

 

(u)           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;

 

(v)           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;

 

(w)          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;

 

(x)           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;

 

(y)           in order to ensure compliance with the Money Laundering Regulations 2017, 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', 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 (as applicable) (for itself and as agent on behalf of the Company) or the Company's registrars have not received evidence satisfactory to them, Numis, 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;

 

(z)            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, 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;

 

(aa)         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;

 

(bb)         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;

 

(cc)         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;

 

(dd)         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;

 

(ee)         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;

 

(ff)           none of the Company, Numis nor Canaccord are making any undertaking or warranty to any Placee regarding the legality of an investment in the Placing Shares by such Placee under any legal, investment or similar laws or regulations; and

 

(gg)         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 or 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 Numis, Canaccord or 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 these terms and conditions unless the context otherwise requires:

"Admission" - means General Admission and/or VCT Admission, as the context requires;

"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)

"Bookbuilding Process" - the accelerated bookbuilding process launched immediately following this Announcement to conduct the Placing

"Canaccord" - Canaccord Genuity Limited, a company incorporated in England and Wales, with registered number 01774003, whose registered office is at 88 Wood Street, London EC2V 7QR

"Company" - Velocys plc, a public limited company incorporated in England & Wales under registered number 05712187 and having its registered office at Magdalen Centre, Robert Robinson Avenue, The Oxford Science Park, Oxford  OX4 4GA

"CREST" - the relevant system (as defined in the Regulations) which enables title to units of relevant securities (as defined in the Regulations) to be evidenced and transferred without a written instrument and in respect of which Euroclear UK & Ireland Limited is the Operator (as defined in the Regulations)

"FCA" - the Financial Conduct Authority

"FSMA" - the Financial Services and Markets Act of 2000 (as amended)

"General Admission" means the admission of the General Placing Shares to trading on AIM becoming effective in accordance with Rule 6 of the AIM Rules

"General Meeting" means the general meeting of the Company to be convened for the purpose of authorising the allotment and issue of shares pursuant to the Placing

"General Placing Shares" the Placing Shares (other than the VCT Placing Shares)

"Group" - the Company and its subsidiary undertakings

"London Stock Exchange" - London Stock Exchange plc

"Numis" - Numis Securities Limited, a private limited company incorporated in England & Wales under registered number 2285918 and having its registered office at 10 Paternoster Square, London EC4M 7LT

"Ordinary Shares" - ordinary shares of 1 penny each in the capital of the Company

"Peat & Co" - MC Peat & Co LLP of 118 Piccadilly, London  W1J 7NW

"Placing" - the 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 conditional agreement dated 24 June 2020 relating to the Placing, between the Company, Numis and Canaccord

"Placing Price" - the price per Placing Share agreed by Numis, Canaccord and the Company following the Bookbuilding Process

"Placing Shares" - the new Ordinary Shares to be issued in connection with the Placing

"Prospectus Regulation" - the Regulation (EU) 2017/1129 of the European Parliament and of the Council, as amended

"Radnor" - Radnor Capital Partners Limited of  1 King Street, London, England, EC2V 8AU

"Regulations" - the UK Uncertificated Securities Regulations 2001 (SI 2001 No. 3755), as amended

"Resolutions" - the resolutions set out in the notice convening the General Meeting in the agreed form

"Securities Act" - the United States Securities Act of 1933, as amended

"TPI" - Turner Pope Investments (TPI) Ltd. of 8 Frederick's Place, London, England, EC2R 8AB

"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

"VCT Admission" means the admission of the VCT Placing Shares to trading on AIM becoming effective in accordance with Rule 6 of the AIM Rules

"VCT Placing Shares" means such number of Placing Shares as are to be allotted and issued pursuant to the Placing Agreement to certain venture capital trusts (as such term is used in Part 6 Income Tax Act 2007)

 


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 [email protected] or visit www.rns.com.
 
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Quick facts: Velocys Plc

Price: 6.3

Market: AIM
Market Cap: £67.02 m
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