Velocys PLC - Results of Placing and Retail Offer
THIS 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
PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
Results of Placing and Retail Offer
A total of 376,186,000 new ordinary shares (the "Placing Shares") have been conditionally placed with investors at the Offer Price (the "Placing") by
The Directors of the Company have subscribed for 1,200,000 Placing Shares. In addition, retail and other investors have subscribed in the offer made by the Company via the PrimaryBid platform for a total of 22,614,000 new ordinary shares in the capital of the Company (the "Retail Shares") at the Offer Price (the "Retail Offer").
The Placing Shares and Retail Shares, when issued, will be fully paid and will rank pari passu in all respects with the existing ordinary shares of the Company.
Henrik Wareborn, CEO of
"We are delighted with the support shown by both new and existing investors in this fundraising - we are particularly pleased to see a number of high-quality institutional investors join our shareholder register. The offering was upsized from
"We look forward to seeing our retail investors participate in the forthcoming Open Offer to the extent that they have not been able to already subscribe via the Retail Offer.
"This capital raise accelerates our ability to provide commercial scale turn-key solutions to fuel producers in the energy transition away from fossil fuels into sustainable fuels towards improved air quality and net zero carbon emissions."
Related Party Transactions
The participation of
Following admission of the new ordinary shares,
Director and associate participation in the Placing
The following Directors of the Company have agreed to subscribe for the number of Placing Shares opposite his/her name as set out below:
Henrik Wareborn 400,000
Andrew Morris 400,000
Philip Malcolm Holland 200,000
Darran Keith Messem 100,000
Sandy Shaw 100,000
Further to the announcement of its proposed open offer yesterday, the Company proposes to raise up to
The Company considers it important that, where reasonably practicable, shareholders who have not had an opportunity to take part in the Placing have an opportunity to participate in the equity fundraise at the Offer Price. The Company is therefore providing eligible shareholders with the opportunity to subscribe for Open Offer Shares at the Offer Price pursuant to the Open Offer, pro rata to their holdings of existing ordinary shares. Eligible shareholders may also make applications in excess of their pro rata initial entitlement up to an amount equal to the total number of Open Offer Shares available under the Open Offer less an amount equal to such eligible shareholder's Open Offer entitlement.
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.
Circular and General Meeting
Completion of the Placing, Retail Offer and Open Offer (together, 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
It is currently intended that the General Meeting will be held with only the minimum number of Shareholders or proxies present as required to form a quorum under the Company's articles of association, and who are essential for the business of the General Meeting to be conducted. The attendance of any additional Shareholder, proxy or corporate representative is not permitted under the Stay Alert Guidance. In light of the Stay Alert Guidance, which is expected to remain in force at the time of the General Meeting, no Shareholder, proxy or corporate representative should attend the General Meeting in person, as doing so would be in breach of the Stay Alert Guidance and potentially unsafe for them or the limited number of other persons in attendance. If the Stay Alert Guidance continues to apply at the date of the General Meeting, the Chairman of the General Meeting will exercise his powers to exclude any person who attempts to attend the General Meeting, and they will not be permitted entry to the location of the General Meeting.
The situation regarding COVID-19 is constantly evolving, and the UK Government may change current restrictions or implement further measures relating to the holding of general meetings during the affected period. Any changes to the General Meeting (including any change to the location of the General Meeting) will be communicated to Shareholders before the meeting through our website at www.velocys.com and, where appropriate, by announcement made by the Company to a
In light of the Stay Alert Guidance, the Company strongly encourages all Shareholders to submit their Form of Proxy, appointing the Chairman of the General Meeting as proxy. Only the formal business of the Resolutions will be carried out at the General Meeting and no update will be provided. Should a Shareholder have a question that they would have raised at the General Meeting, the Company asks that it be sent to [email protected].
For further information, please contact:
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.
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,
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
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.
 Investment made on behalf of Sandy Shaw by Cecil Shaw
This information is provided by RNS, the news service of the
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