TIDMIES
RNS Number : 7581Q
Invinity Energy Systems PLC
22 February 2023
The information contained within this Announcement is deemed by
Invinity Energy Systems plc to constitute inside information as
stipulated under the Market Abuse Regulation (EU) No. 596/2014 as
it forms part of UK law by virtue of the European Union
(Withdrawal) Act 2018 ("MAR").
22 February 2023
Invinity Energy Systems plc
("Invinity" or the "Company")
Placing for a minimum of GBP16 million, strategic investment for
GBP2.5 million and Open Offer for up to GBP 4 million
Invinity Energy Systems plc (AIM: IES) (AQSE: IES) (OTCQX:
IESVF) , a leading global manufacturer of utility-grade energy
storage, announces its intention to raise a minimum of GBP16
million, by way of a conditional placing (the "Placing") of new
ordinary shares of EUR0.01 each ("Ordinary Shares") (the "Placing
Shares") and Subscription (the "Subscription") for 42,187,500 new
Ordinary Shares (the "Subscription Shares") raising GBP2.5 million,
both at an issue price of 32 pence per new Ordinary Share (the
"Issue Price").
In addition, the Company is also offering all qualifying
shareholders the opportunity to participate in an open offer (the
"Open Offer", together with the Placing, the "Fundraising") at the
Issue Price. The Open Offer will raise up to c. GBP4 million,
pursuant to which up to 12,500,000 new Ordinary Shares (the "Open
Offer Shares") will be offered to existing shareholders at the
Issue Price on the basis of:
2 Open Offer Shares for every 19 Ordinary Shares held
The Open Offer is in addition to and separate from the funds
raised pursuant to the Placing and the Subscription. The
Fundraising and Subscription are not being underwritten.
The Company is pleased to have agreed a strategic investment of
GBP2.5 million by Everbrite Technology Co., Ltd. ("Everbrite", the
"Subscriber") into Invinity, by way of the Subscription. Everbrite
is a leading Taiwanese manufacturer of industrial technology. Their
investment follows the 1 December 2022 announcement of a sale of
Invinity battery products to Everdura Technology Co., a joint
venture between Everbrite and Taiwanese clean energy company,
Pronergy Technology Co., Ltd. Everbrite's investment in Invinity is
intended to support a closer strategic relationship between the two
companies in Taiwan and further afield.
The Issue Price represents a discount of 13.51 per cent. to the
closing middle market price of 37 pence per Ordinary Share on 22
February 2023.
A further announcement will be made in the coming days on the
publication of a shareholder circular, which will contain further
details of the Fundraising, Subscription and the Notice of General
Meeting (the "Circular"). The Circular will contain notice of an
extraordinary general meeting, which is expected to be held on 15
March 2023 (the "General Meeting") to, inter alia, approve the
resolutions required to implement the Fundraising (the "Fundraising
Resolution"). In addition, the Subscription is conditional on the
passing of a further resolution at the General Meeting (the
"Subscription Resolution", together with the Fundraising
Resolution, the "Resolutions").
The proceeds from the proposed Placing are expected to provide
the Company with sufficient working capital to the end of June 2024
at which point the Company expects to have launched its next
generation Vanadium Flow Battery ("VFB"). Proceeds from the
Subscription and Open Offer will provide working capital beyond
this period and would be used to further positively support the
Company's development and commercial activities, particularly in
respect of the Mistral programme. The Fundraising is not
conditional on the Subscription completing.
The Subscription is conditional, amongst other things, on
certain necessary outbound investment approvals from the applicable
regulatory authorities in Taiwan (the "Approvals") being obtained
by Everbrite which are expected in the next 4 to 6 weeks. In
addition, Everbrite has the right to terminate the Subscription if,
prior to publication of the Circular, there is either a material
adverse change affecting Invinity or a material breach of the
warranties given by Invinity to Everbrite in connection with the
Subscription. In the event that the Approvals are not received by
23 May 2023 or the Subscription is terminated by Everbrite, the
Company would not receive the proceeds of the Subscription, which
accordingly would not be available to the Company for the purposes
described above.
The Placing is being conducted through an accelerated bookbuild
process (the "Bookbuild"), which will be launched immediately
following this announcement and will be made available to new and
existing eligible institutional investors. Subject to demand from
potential investors to participate in the Placing, the Directors
have reserved flexibility to increase the size of the Placing. The
Placing is subject to the terms and conditions set out in this
announcement. Canaccord Genuity Limited ("Canaccord") and VSA
Capital Ltd ("VSA Capital") are together acting as joint
bookrunners (the "Joint Bookrunners") in relation to the Placing.
The Bookbuild has opened and will be closed at the discretion of
the Joint Bookrunners (in consultation with the Company).
The Directors have indicated an intention to subscribe for new
Ordinary Shares through the Placing or Open Offer, which would
raise gross proceeds of approximately GBP60,000 in aggregate.
The Fundraising is conditional upon shareholders approving the
Fundraising Resolution at the General Meeting that will grant to
the Directors the authority to allot the Placing Shares and the
Open Offer Shares for cash on a non-pre-emptive basis. Admission of
the Placing Shares and the Open Offer Shares to trading on the AIM
market of the London Stock Exchange and the Apex segment of the
AQSE Growth Market ("First Admission") is expected to occur at 8.00
a.m. on 16 March 2023 or such later time and/or dates as the
Company, Canaccord Genuity and VSA Capital may agree (being in any
event no later than 30 April 2023).
The Subscription is also conditional on shareholder approval and
on the Subscriber receiving the Approvals. It is expected that the
Approvals will be received in approximately 4 to 6 weeks and that
admission of the Subscription Shares to trading on the AIM market
of the London Stock Exchange and the Apex segment of the AQSE
Growth Market ("Second Admission") will occur shortly thereafter
and in any event no later than 23 May 2023. The Placing and Open
Offer are not conditional on the Approvals being granted or the
Subscription otherwise completing.
As part of the Company's review of ongoing sources of capital to
fund additional growth the Company proposes to review the terms of
the Short-Term and Long-Term Warrants issued in 2021 with the
intention of adjusting their exercise price and expiry period.
Enquiries :
Invinity Energy Systems plc +44 (0)20 4551 0361
Jonathan Marren, Chief Development Officer and Interim
CFO
Joe Worthington, Director of Communications
Canaccord Genuity (Nominated Adviser and Joint Bookrunner) +44 (0) 20 7523 8000
Henry Fitzgerald-O'Connor / Harry Pardoe / Gordon
Hamilton
VSA Capital (Joint Bookrunner) +44 (0)20 3005 5000
Andrew Monk / Simon Barton
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.
Expected timetable of the Placing, Open Offer and
Subscription
Record Date for entitlements under the 21 February 2023
Open Offer
Ex-entitlement date of the Open Offer 8.00 a.m. on 23 February 2023
Posting of this Document, Proxy Form and, 24 February 2023
to Qualifying Non-Crest Shareholders, the
Application Form
Open Offer Entitlements and Excess CREST as soon as practicable after 8.00 a.m.
Open Offer Entitlements credited to stock on 28 February 2023
accounts in CREST of Qualifying CREST Shareholders
Latest recommended time and date for requesting 4.30 p.m. on 8 March 2023
withdrawal of CREST Open Offer Entitlements
and Excess CREST Open Offer Entitlements
Latest time and date for depositing CREST 3.00 p.m. on 9 March 2023
Open Offer Entitlements and Excess CREST
Open Offer Entitlements
Latest time and date for splitting of Application 3.00 p.m. on 10 March 2023
Forms under the Open Offer (to satisfy
bona fide market claims only)
Latest time and date for receipt of Forms 11.00 a.m. on 13 March 2023
of Proxy and CREST voting instructions
Latest time and date for receipt of completed 11.00 a.m. on 14 March 2023
Application Forms and payment in full under
the Open Offer and settlement of relevant
CREST instructions (as appropriate)
General Meeting 15 March 2023
Results of the General Meeting and the 15 March 2023
Open Offer announced
Admission and dealings in the Placing Shares 8.00 a.m. on 16 March 2023
a nd Open Offer Shares expected to commence
on AIM and AQSE
Where applicable, expected date for CREST 16 March 2023
accounts to be credited in respect of the
Placing Shares and Open Offer Shares
Where applicable, expected date for despatch within 14 days of F irst Admission
of definitive share certificates for Placing
Shares and Open Offer Shares in certificated
form
Admission and dealings in the Subscription no later than 23 May 2023
Shares expected to commence on AIM and
AQSE
Notes:
1. Each of the above times and/or dates is subject to change at
the absolute discretion of the Company, Canaccord Genuity and VSA
Capital. If any of the above times and/or dates should change, the
revised times and/or dates will be announced through a Regulatory
Information Service.
2. All of the above times refer to London time unless otherwise stated.
3. All events listed in the above timetable following the
General Meeting in respect of the Fundraising are conditional on
the passing of the Fundraising Resolution at the General Meeting.
The Subscription is also conditional on, amongst other things,
shareholder approval.
The Fundraising - Further Information
-- The Fundraising and the Subscription are not being
underwritten by the Joint Bookrunners or any other party, whether
as to settlement risk or otherwise.
-- Allocation of the Placing Shares shall be determined by the
Company in consultation with the Joint Bookrunners.
-- Should the Fundraising Resolution at the General Meeting not
be passed and the Placing not complete, the above-mentioned use of
proceeds would not be achievable. This would have the effect of
significantly slowing Invinity's development and commercial
activities as the Company would have to explore other funding
alternatives to support its working capital requirements.
-- Detailed terms and conditions of the Placing are contained within this announcement.
-- The Placing and Open Offer are not conditional on the Subscription.
Background to and reasons for the Placing, Subscription and Open
Offer
In the last quarter of 2022, Invinity signed nearly 31 MWh of
sales contracts for its VS3 product. In doing so, the Company sold
more batteries in the last three months of 2022 than in its entire
history to date as Invinity Energy Systems. Invinity's management
believes these recent contract wins, expected to be delivered at
positive gross margin, combined with robust growth in the Company's
sales pipeline, reflect an inflection point in the commercial
acceptance of Invinity's products. This shift places the Company in
an advantageous position to address the growing global demand for
non-lithium, longer-duration energy storage solutions. Meeting this
demand requires funding to increase manufacturing output while
simultaneously developing the next generation of VFB, codenamed
"Mistral". This next-generation product is intended to serve larger
projects and achieve higher margins as a result of economies of
scale, supply chain optimisation and cost-down engineering. It is
management's firm belief that the commercial launch of the Mistral
product will be a key step forward on the Company's pathway to
profitability and solidify Invinity's critical role in the future
net zero electric grid.
Invinity's current order backlog of GBP22.0m will be converted
to revenue as VFBs are delivered, largely underpinning the
Company's revenue expectations for 2023. The Company has also
already booked sales worth GBP7.4m for delivery in 2024, a figure
expected to significantly increase during 2023, particularly if the
Company is successful in any of a number of large deals currently
being progressed, including but not limited to Phase 2 of the
Longer Duration Energy Storage Demonstration ("LODES") competition
as announced on 18 January 2023.
The Company continues to make significant progress in the
development of Mistral, its next-generation product, under the
auspices of the joint development and commercialisation agreement
with Gamesa Electric S.A.U. ("Gamesa") announced 11 May 2021.
Invinity expects to announce initial pilot projects in H2 2023 with
commercial launch of Mistral expected to occur in mid-2024.
Further information regarding Invinity's commercial sales
pipeline, strategic relationships and project deliveries can be
found in the Company's latest Operation and Trading Update
announced on 23 January 2023.
The minimum gross proceeds conditionally receivable by the
Company pursuant to Placing will be GBP16 million before expenses
with the Subscription providing a further GBP2.5 million. The
maximum gross proceeds receivable by the Company pursuant to the
Open Offer (assuming take-up in full of the Open Offer by
Qualifying Shareholders) will be approximately GBP4 million before
expenses (being less than the EUR8 million maximum amount permitted
in a year without requiring the publication by the Company of a
prospectus under the Prospectus Rules).
Additionally, as part of the Company's review of ongoing sources
of capital to fund additional growth the Company proposes to review
the terms of the Short Term and Long Term Warrants issued in 2021
with the intention of adjusting their exercise price and expiry
period.
Use of Proceeds
The Directors believe the proceeds of the Placing of a minimum
of GBP16 million are sufficient to satisfy the Company's working
capital requirements through to end of H1 2024, at which point the
Company expects to be at the initial commercial launch stage of the
Mistral programme. The Company also expects new sales contracts to
be signed during this period, generating a positive contribution to
the Group. Accordingly, the Directors do not expect to make further
drawdowns from the $10m convertible loan facility announced 14
December 2022.
The Company intends to invest funds raised in the Placing, Open
Offer and the Subscription into the following key areas:
a) Working capital to support and grow existing operations
Invinity's investment to date into its current operations has
led to the substantial increase in sales pipeline, closed sales,
and customer projects both operational and in their delivery phase
as reported in this document. Sales of the Company's current
product, the VS3, do not yet generate sufficient free cash flow to
cover the Company's operational expenditures (including its
investment in Mistral). The Company anticipates Mistral sales will
achieve industry-standard margins while improved technology,
materials and manufacturing processes shared across both products
will also benefit margins on VS3 sales. Until this occurs, the
Company requires additional working capital to continue and grow
its operations.
b) Development of Mistral
The development programme for Mistral, Invinity's
next-generation product, targets a low Levelised Cost of Storage
("LCOS") which, when combined with solar or wind generation, could
unlock clean energy on demand at a price below average gas baseload
costs. If this is achieved, Management believes that Mistral will
be the most advanced and economically compelling grid-scale flow
battery on the market, with a fundamental role to play in the
global energy transition. The development of Mistral requires
continued investment by Invinity and while certain areas of the
programme are being funded in part by Gamesa, the Company maintains
full ownership of product components that embody significant and
vital intellectual property and therefore is solely responsible for
their development costs. Invinity has expended significant capital
and resources to date on Mistral development and is now at the
stage where significant capital is needed to build and test
prototypes. Additional capital will assist in mitigating risks to
the timely completion of development while enhancing the
cost-reduction and product performance the Company and Gamesa
together believe will accelerate Mistral's market adoption.
c) Preparation for Mistral launch
Invinity and its partners anticipate significant demand for
Mistral once commercially available. Meeting this demand will
require major enhancements to operational capabilities in a number
of areas, some already underway, and all with a tight schedule.
These include further developing the component supply chain,
improving IT processes, increasing headcount of customer-facing
departments, and substantially upgrading the Company's wider
manufacturing capability, both directly for some components and in
collaboration with third parties who will continue to assemble the
majority of the components on an outsourced basis.
The proceeds of the Fundraising are intended to satisfy the
working capital requirements of the Company through to the initial
launch stage of the Mistral programme without the need to make
further drawdowns from the $10m convertible loan facility announced
14 December 2022. As previously stated, the Company also remains in
well advanced discussions with other potential strategic partners.
Should any of these discussions reach agreement, Invinity's
Management believe that this will further positively support the
Company's development and commercial activities, particularly in
respect of the Mistral programme. Additionally, as part of the
Company's review of ongoing sources of capital to fund additional
growth the Company proposes to review the terms of the Short Term
and Long Term Warrants issued in 2021 with the intention of
adjusting their exercise price and expiry period.
Information on Invinity
Since its formation in April 2020, Invinity has focused on
developing and selling energy storage products to accelerate the
global energy transition to renewable sources such as wind, solar
and tidal power. The need for energy storage remains clear:
renewable energy is fundamentally intermittent, yet the future grid
must deliver robust and reliable power. Energy storage in many
forms will increasingly be required to bridge the gaps across
periods of darkness for solar, calm for wind turbines, and slack
tide for tidal power.
To date, the only battery energy storage technology widely
deployed to meet the need for stationary energy storage uses
lithium-ion cells. While very energy dense and highly efficient,
and therefore quite appropriate for mobile and personal
applications, lithium-based batteries have characteristics making
them less than ideal for stationary energy storage: they degrade
with use, are prone to thermal runaway and are expensive to recycle
at end of life. In addition, global supply of lithium cells is not
keeping up with demand from the automotive industry, causing grid
storage projects to experience delays and increased costs. However,
purchasers of batteries for stationary energy storage have had few
proven alternatives to lithium-based batteries to date.
The Invinity VS3, the Company's current energy storage product,
is now providing that alternative. The VS3 uses VFB technology that
has been developed over more than 15 years, utilising over GBP60
million of investment to date. The relative maturity of the
Company's technology and Invinity's ability to deliver is also well
documented with over 65 MWh of batteries either already deployed or
contracted for delivery across more than 70 sites in 15 countries.
Invinity has been a pioneer in delivering VFBs as a standardized,
factory-built product rather than a bespoke engineering project,
yielding the increased quality and decreased costs typically
associated with factory manufacture of a standardized product.
What makes the VS3 particularly well-suited to storing and
dispatching energy on demand from renewable generation is its
"utility-grade" nature. The table below lists the four key
characteristics of utility-grade energy storage and highlights the
main differences between Invinity's VS3 and lithium-ion batteries.
Note that Invinity's products are often suitable for either
complementing or replacing systems using lithium-ion
technology:
Lithium-ion Invinity VS3
Safe Prone to catching fire No fire risk - the electrolyte
- difficult to put out. is an aqueous (water-based)
solution.
============================== ================================
Long life Degrades with use - five Unlimited cycles - over
to seven years of daily 20 years of continuous
cycling. operation.
============================== ================================
Economical Lower upfront capital Low cost per MWh over
cost, but higher per life (LCOS).
MWh over life on a Levelised
Cost of Storage (LCOS)
basis.
============================== ================================
Proven Many installations at Invinity's first grid-connected
utility scale around installations operational.
the globe.
============================== ================================
This association between renewable energy and energy storage has
led Barclays Capital to declare that "total global storage spending
is likely to approach the trillions by 2050" in an October 2021
report.
Scaling Invinity's business to address this global opportunity
for stationary energy storage has been management's primary focus.
The Group deployed capital raised in December 2021 to complete
development of the VS3, grow manufacturing and supply chain
capability, increase commercial engagement, and add employees in
product development, project management, quality systems, supply
chain, manufacturing operations, customer solutions, and
logistics.
These efforts have led to a significant expansion in the
Company's manufacturing capabilities, with the transition to a
larger, more appropriate contract manufacturing partner in Baojia,
who are currently delivering components to Invinity's factories in
North America and the United Kingdom and completed products to
Invinity customers in the Asia-Pacific region. Invinity has also
increased the capacity of its own facilities, recently expanding
its Vancouver-based operations significantly in response to
demand.
The Company maintains focus on improving the resilience of its
supply chain through diversification of suppliers and other such
measures. Invinity has also observed general improvements in the
macro supply chain environment as prices began to normalise
following significant disruption between 2020-2022. For instance,
during 2022, the Company observed a c.60% reduction in the cost of
shipping its products. Invinity has also benefited from a c.14%
reduction in the price of electrolyte and begun to realise
economies of scale through its new manufacturing partnership with
Baojia.
The Company has a strong portfolio of installed projects, with
Invinity batteries being used independently by customers to perform
a wide variety of services. Notable "showcase" projects in the UK
include the Energy Superhub Oxford, Scottish Water Perth and the
European Marine Energy Centre (EMEC). Invinity also has a number of
delivered projects in the U.S. including high profile projects
located in California with the Soboba Band of Luiseño Indians and
the U.S. Marine Corps. Furthermore, in the near term, the Company
expects its 8 MWh Yadlamalka project in Australia, the 8.4 MWh
Elemental Energy project in Canada and the 10 MWh Viejas Microgrid
project in the U.S. to come online, further evidencing the proven
nature of Invinity's products.
The Market Opportunity
The Directors believe that the time is right to see Invinity's
utility-grade energy storage become more available to the global
market. In many of today's largest energy markets, renewable
penetration is currently constrained by two factors: the inability
to maximise the use of renewable energy when it is available; and
the need to rely on more expensive, higher-emissions sources of
power when it is not.
The environment for stationary energy storage continues to
improve. The demand for lithium-ion batteries needed to support the
electrification of transport is already impacting global supplies
and has increased the price of lithium and other battery minerals
significantly, driving demand for non-lithium energy storage
alternatives such as Invinity's products.
Invinity has made the transition from a company with a product
under development to a company shipping a commercial product.
Although this transition was delayed by the impacts of the COVID
pandemic, now that it has occurred, opportunities to showcase
commercial VS3 product deployments at reference sites are already
helping to accelerate commercial traction for Invinity's
products.
Industry analysts continue to forecast dramatic growth in the
global energy storage sector. In the latter half of 2022,
BloombergNEF's H2 2022 Energy Storage Market Outlook "sees an
additional 13% of capacity by 2030" which is equal to an extra 145
GWh, primarily driven by recent policy developments. According to a
2021 report published by Barclays Capital Inc. "Storage is critical
to integrating variable renewable energies ('VREs') such as solar
and wind" because "VREs are subject to hourly, daily and seasonal
variations that often do not align with peak power demand. Storage
can smooth out VRE fluctuations, mitigate VRE curtailments, firm up
VRE supply into dispatchable power and alleviate grid congestion
without expensive transmission upgrades."
Furthermore, leading independent think tank RethinkX notes "it
is both physically possible and economically affordable to meet 100
per cent. of electricity demand with the combination of solar,
wind, and batteries by 2030 across the entire continental United
States as well as the overwhelming majority of other populated
regions of the world." The inevitable shift towards renewable
energy will produce large amounts of surplus power output with
near-zero marginal cost of production. Energy storage is vital in
ensuring this power is made available on demand. This systemic
change to world electricity markets will create opportunities for
new business models and products within the energy storage
space.
The Barclays Capital Inc report also notes that "Lithium-ion
will only get us so far, raising urgency for long-duration
technologies." This positive sentiment is supported by various
intergovernmental organisations including the World Energy Council
who in a recent report viewed energy storage as "instrumental in
the grand energy transition". On this basis, the Company remains
confident that VFBs will play a significant role in the world's
low-carbon energy future.
Current Trading and Prospects
On 23 January 2023, Invinity provided an Operational and Trading
Update which is summarised below.
Revenue and Backlog
- Revenue backlog for 2023: GBP22.0m (underpinning the majority
of current revenue expectations for the year)
- Revenue backlog for 2024: GBP7.4m (expected to increase
significantly throughout the course of 2023)
Commercial Pipeline
Date Closed Base Advanced Qualified Qualified
(Near Term(2) (Further Term(2)
) )
MWh MWh MWh MWh MWh
======================= ======= ===== ======== =============== ===================
22 September 2022 28.0 22.8 63.5 405.8 - (1)
(HY22 Results)
20 January 2023 59.8 15.6 129.4 766.4 1,190
(Current Trading)
----------------------- ------- ----- -------- --------------- -------------------
% Change +114% -32% +104% +89% -
(1) Not reported in HY22 Results
(2) Near term dates in the Qualified categories are where estimated
delivery is within the next 24 months. Further Term reflects estimated
deliveries that are beyond the next 24 months.
Note: The decrease in the Base category reflects certain of the 31
MWh of sales that moved from Base to Closed since September 2022 partially
offset as others had moved in from the Advanced category.
Full definitions of categories can be found in the Company's 2021 Annual
Report. Base are deals negotiated and close to signing, Advanced deals
are where negotiation and project development are in process, and Qualified
deals represent significant engagement with the customer and the Company's
belief in the viability of the opportunity. Closed deals represent those
the Company is in the process of delivering or have already delivered.
Next-Generation Product Development Progress
- Significant progress continues to be made in the programme to
design and develop its next-generation VFB.
- Ongoing achievement of developmental and engineering
milestones has continued to validate the commercial and technical
targets set by the programme.
- Contracts for a limited number of initial pilot projects
expected to be announced in mid-2023, with publication of full
product details, product certification and unrestricted sale of the
product expected from H1 2024.
Bankability Report Completed
- Independent bankability review of the Company's VS3 vanadium flow battery was carried out.
- The report confirmed the VS3 to be suitable for grid-scale
battery projects, especially those requiring multiple back-to-back
cycles, long discharge durations or a combination of the two, and
that Invinity is leading among flow battery suppliers and
comparable with Li-ion battery suppliers for applications at a
range of scales.
- Important achievement for Invinity, offering credible 3rd
party validation to prospective customers and project partners in
respect of Invinity's technology.
Operational
- Material increase of Invinity's production capacity over past
6 months, including significant expansion of Vancouver facility and
successful transition to new contract manufacturer, Baojia.
- Invinity is closely monitoring developments in the U.S.
regarding domestic content requirements that could benefit current
and prospective customers in the form of Investment Tax Credits
introduced under the Inflation Reduction Act. The Company is
currently developing plans for domestic production with an
expanding network of partners, including the possibility of
localised VS3 production.
Corporate
- $10m convertible loan note funding facility announced on 14
December 2022. $2.5m drawn immediately with balance subject to the
agreement of noteholders.
- Invinity continues to manage its cash position carefully and
at 31 December 2022 had cash resources of GBP5.1m.
- Gamesa Electric continues to support Invinity's corporate
development and at Gamesa's request, Invinity has extended the term
of exercise of Gamesa's option to purchase Invinity shares by 12
months.
Strategic
- Invinity continues to progress a number of strategic
partnership and corporate growth opportunities and is currently in
active, well-advanced discussions with multiple potential
partners.
- A strategy to utilise partnerships to enter new markets
without incurring the expenses associated with a full corporate
presence has led to successful relationships with distribution
partners, for example in Korea (Hyosung) and Taiwan (Everdura, Bei
Ying). These relationships have already led to closed sales
opportunities, with many more reflected in the Company's sales
pipeline.
- New strategic relationships initiated in Invinity's core
markets including Dawsongroup in the UK and Indian Energy in the
USA, both of which have yielded initial sales and significant
pipeline growth.
- Invinity continues to progress activity regarding its joint
venture with U.S. Vanadium which will aim to increase the U.S.
domestic content of Invinity's batteries.
Directors' intended participation in the Fundraising
Amount
GBP
Neil O'Brien GBP25,000
Larry Zulch GBP10,000
Jonathan Marren* GBP20,000
Matt Harper GBP5,000
*Jonathan Marren intends to apply for Open Offer Entitlements
and Excess Open Offer Entitlements representing an aggregate value
of GBP20,000.
APPIX
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PLACING.
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INVESTORS (FOR THE PURPOSES OF THIS ANNOUNCEMENT REFERRED TO AS
"EEA QUALIFIED INVESTORS"), AS DEFINED IN ARTICLE 2(E) OF THE
PROSPECTUS REGULATION (REGULATION (EU) 2017/1129) AS AMED FROM TIME
TO TIME (THE "EU PROSPECTUS REGULATION"), (B) IF IN THE UNITED
KINGDOM, INVESTORS WHO ARE QUALIFIED INVESTORS (FOR THE PURPOSES OF
THIS ANNOUNCEMENT REFERRED TO AS "UK QUALIFIED INVESTORS"), AS
DEFINED IN ARTICLE 2(E) OF THE PROSPECTUS REGULATION (REGULATION
(EU) 2017/1129) WHICH FORMS PART OF DOMESTIC UK LAW PURSUANT TO THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "UK PROSPECTUS
REGULATION") (ACTING AS PRINCIPAL OR IN CIRCUMSTANCES TO WHICH
SECTION 86(2) OF FSMA APPLIES) AND WHO ALSO (I) HAVE PROFESSIONAL
EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN THE
DEFINITION OF "INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER
2005, AS AMED (THE "FPO"); (II) FALL WITHIN THE DEFINITION OF "HIGH
NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS ETC" IN ARTICLE
49(2)(A) TO (D) OF THE FPO; OR (III) OTHERWISE PERSONS TO WHOM IT
MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER
BEING REFERRED TO AS "RELEVANT PERSONS"). THIS ANNOUNCEMENT AND THE
TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED
ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. DISTRIBUTION OF THIS
ANNOUNCEMENT IN CERTAIN JURISDICTIONS MAY BE RESTRICTED OR
PROHIBITED BY LAW. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST
SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.
THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN
ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL UNDER THE SECURITIES LAWS OF ANY JURISDICTION ("RESTRICTED
JURISDICTION"). THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN
OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE
COMPANY.
THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE INFORMATION
CONTAINED HEREIN IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY
OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED
STATES OF AMERICA. THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES
FOR SALE IN THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN
HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES
ACT OF 1933, AS AMED, (THE "SECURITIES ACT") OR WITH ANY SECURITIES
REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED
STATES, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT
PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION AND IN
COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR
OTHER JURISDICTION OF THE UNITED STATES. NO PUBLIC OFFERING OF
SECURITIES IS BEING MADE IN THE UNITED STATES.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING
SHARES. THE PRICE OF SHARES AND THE INCOME FROM THEM (IF ANY) MAY
GO DOWN AS WELL AS UP AND INVESTORS MAY NOT GET BACK THE FULL
AMOUNT INVESTED ON DISPOSAL OF SUCH SHARES.
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 or the South African Reserve
Bank; 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 Australia, Canada, Japan or
the Republic of 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 Australia, Canada, Japan, the Republic of
South Africa or any other jurisdiction in which such offer, sale,
resale or delivery would be unlawful.
EEA product governance
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Placing Shares have been subject to a product approval process,
which has determined that such Placing 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 "EEA Target Market Assessment"). Notwithstanding the
EEA Target Market Assessment, Distributors should note that: the
price of the Placing Shares may decline and investors could lose
all or part of their investment; the Placing Shares offer no
guaranteed income and no capital protection; and an investment in
the Placing Shares is compatible only with investors who do not
need a guaranteed income or fully predictable return profile, who
are not looking for full capital protection or full repayment of
the amount invested, 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 EEA Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the Placing. Furthermore, it is noted
that, notwithstanding the EEA Target Market Assessment, Canaccord
Genuity and VSA Capital will only procure investors who meet the
criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the EEA 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.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
UK product governance
Solely for the purposes of Paragraph 3.2.7R regarding the
responsibilities of UK Manufacturers under the product governance
requirements contained within Chapter 3 of the FCA Handbook
Production Intervention and Product Governance Sourcebook (the "UK
Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the UK Product Governance
Requirements) may otherwise have with respect thereto, the Placing
Shares have been subject to a product approval process, which has
determined that such securities are: (i) compatible with an end
target market of investors who meet the criteria of retail
investors, investors who meet the criteria of professional clients
and eligible counterparties, each as defined in the UK Product
Governance Requirements; and (ii) eligible for distribution through
all distribution channels as are permitted by UK Product Governance
Requirements (the "UK Target Market Assessment"). Notwithstanding
the UK Target Market Assessment, distributors (for the purposes of
UK Product Governance Requirements) should note that: (a) the price
of the Placing Shares may decline and investors could lose all or
part of their investment; (b) the Placing Shares offer no
guaranteed income and no capital protection; and (c) an investment
in the Placing Shares 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 UK Target Market Assessment
is without prejudice to the requirements of any contractual, legal
or regulatory selling restrictions in relation to the Placing.
Furthermore, it is noted that, notwithstanding the UK Target Market
Assessment, Canaccord Genuity and VSA Capital will only procure
investors who meet the criteria of professional clients and
eligible counterparties.
For the avoidance of doubt, the UK Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of Chapter 9A or 10A respectively of the FCA
Handbook Conduct of Business Sourcebook; 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.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
Canaccord Genuity Limited, which, in the United Kingdom, is
authorised and regulated by the FCA, is acting as joint bookrunner
to the Company and, for the purposes of the AIM Rules, nominated
adviser in connection with the proposed Placing and will not be
acting for any other person (including a recipient of this
Announcement) or otherwise be responsible to any person for
providing the protections afforded to clients of Canaccord Genuity
or for advising any other person in respect of the proposed Placing
or any transaction, matter or arrangement referred to in this
Announcement. Canaccord Genuity's responsibilities as the Company's
nominated adviser are owed solely to London Stock Exchange and as
joint bookrunner are owed solely to the London Stock Exchange and
AQSE. They are not owed to the Company or to any Director or to any
other person in respect of his decision to acquire shares in the
Company in reliance on any part of this Announcement.
VSA Capital Limited, which, in the United Kingdom, is authorised
and regulated by the FCA, is acting as joint bookrunner, and for
the purpose of AQSE Rules, the AQSE Corporate Adviser to the
Company in connection with the Placing and will not be acting for
any other person (including a recipient of this Announcement) or
otherwise be responsible to any person for providing the
protections afforded to clients of VSA Capital or for advising any
other person in respect of the Placing or any transaction, matter
or arrangement referred to in this Announcement. VSA Capital's
responsibilities as the Company's joint bookrunner are owed solely
to the London Stock Exchange and AQSE and are not owed to the
Company or to any Director or to any other person in respect of his
decision to acquire shares in the Company in reliance on any part
of this Announcement.
Persons (including, without limitation, nominees and trustees)
who have a contractual right or other legal obligation to forward a
copy of this Appendix or this Announcement of which it forms part
should seek appropriate advice before taking any action.
These terms and conditions apply to persons making an offer to
acquire Placing Shares. Each Placee hereby agrees with Canaccord
Genuity or VSA Capital (as the case may be), and the Company to be
bound by these terms and conditions as being the terms and
conditions upon which Placing Shares will be issued or acquired. A
Placee shall, without limitation, become so bound if Canaccord
Genuity or VSA Capital (as the case may be) confirms to such Placee
orally or in writing its allocation of Placing Shares. Each Placee
will be deemed to have read and understood this Announcement in its
entirety, to be participating, making an offer and acquiring
Placing Shares on the terms and conditions contained herein and to
be providing the representations, warranties, indemnities,
acknowledgements and undertakings contained in the Appendix.
Members of the public are not eligible to take part in the Placing
and no public offering of Placing Shares is being or will be
made.
Upon being notified orally or in writing of its allocation of
Placing Shares, a Placee shall be contractually committed to
acquire the number of Placing Shares allocated to it at the Issue
Price and, to the fullest extent permitted by law, will be deemed
to have agreed not to exercise any rights to rescind or terminate
or otherwise withdraw from such commitment.
This Announcement may contain, or may be deemed to contain,
"forward-looking statements" with respect to certain of the
Company's plans and its current goals and expectations relating to
its future financial condition, performance, strategic initiatives,
objectives and results. Forward-looking statements sometimes use
words such as "aim", "anticipate", "target", "expect", "estimate",
"intend", "plan", "goal", "believe", "seek", "may", "could",
"outlook" or other words of similar meaning. By their nature, all
forward-looking statements involve risk and uncertainty because
they relate to future events and circumstances which are beyond the
control of the Company, including amongst other things, United
Kingdom domestic and global economic business conditions,
market-related risks such as fluctuations in interest rates and
exchange rates and the price of vanadium, the policies and actions
of governmental and regulatory authorities, the effect of
competition, inflation, deflation, the timing effect and other
uncertainties of future acquisitions or combinations within
relevant industries, the effect of tax and other legislation and
other regulations in the jurisdictions in which the Company and its
affiliates operate, the effect of volatility in the equity, capital
and credit markets on the Company's profitability and ability to
access capital and credit, a decline in the Company's credit
ratings; the effect of operational risks; and the loss of key
personnel. As a result, the actual future financial condition,
performance and results of the Company may differ materially from
the plans, goals and expectations set forth in any forward-looking
statements. Any forward-looking statements made in this
Announcement by or on behalf of the Company speak only as of the
date they are made. Except as required by applicable law or
regulation, the Company expressly disclaims any obligation or
undertaking to publish any updates or revisions to any
forward-looking statements contained in this Announcement to
reflect any changes in the Company's expectations with regard
thereto or any changes in events, conditions or circumstances on
which any such statement is based.
No representation or warranty, express or implied, is or will be
made as to, or in relation to, and no responsibility or liability
is or will be accepted by Canaccord Genuity and/or VSA Capital or
by any of their respective affiliates, agents, directors, officers,
consultants, partners or employees as to, or in relation to, the
accuracy or completeness of this Announcement or any other written
or oral information made available to or publicly available to any
interested party or its advisers, and any liability therefor is
expressly disclaimed.
Any indication in this Announcement of the price at which the
Ordinary Shares have been bought or sold in the past cannot be
relied upon as a guide to future performance. Persons needing
advice should consult an independent financial adviser. 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.
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 and the AQSE Growth Market of
the AQSE.
In this Appendix, unless the context otherwise requires,
"Placee" means a Relevant Person (including individuals, funds or
others) who has been invited to participate in the Placing and on
whose behalf a commitment to subscribe for or acquire Placing
Shares has been given (whether orally or in writing).
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.
Details of the Placing and the Placing Shares
Canaccord Genuity , VSA Capital, and the Company have entered
into a Placing Agreement, under which Canaccord Genuity and VSA
Capital have, on the terms and subject to the conditions set out
therein, undertaken to use reasonable endeavours to procure
subscribers for the Placing Shares at the Issue Price. It is
expected that the Placing will raise a minimum of GBP16 in gross
proceeds. The Placing is not being underwritten by Canaccord
Genuity, VSA Capital, or any other person.
The Placing Shares, the Open Offer Shares and any Subsequent
Placing Shares are expected to be issued on 16 March 2023 (or such
later date as the Joint Bookrunners and the Company may agree,
being not later than 8.00 a.m. on 23 May 2023). The issue of the
Placing Shares, the Open Offer Shares and any Subsequent Placing
Shares is conditional on the passing at the GM of the Fundraising
Resolution by the requisite majority and Admission occurring. The
Placing Shares will, when issued, be subject to the articles of
incorporation of the Company, be credited as fully paid and will
rank pari passu in all respects with the Existing Ordinary Shares,
including the right to receive all dividends and other
distributions (if any) declared, made or paid on or in respect of
Ordinary Shares after the date of issue of the relevant Placing
Shares.
The Placing is not conditional on the Approvals being granted or
the Subscription otherwise completing.
The Placing Shares will trade on AIM and the AQSE Growth Market
under IES with ISIN JE00BLR94N79.
Applications for admission to trading of the Placing Shares
Applications will be made to the London Stock Exchange and the
AQSE for the Placing Shares to be admitted to trading on AIM and
the AQSE Growth Market.
It is expected that Admission will become effective and that
dealings in the Placing Shares, Open Offer Shares and any
Subsequent Placing Shares will commence on 16 March 2023 (or such
later date as the Joint Bookrunners and the Company may agree,
being not later than 8.00 a.m. on 23 May 2023), subject to the
passing of the Fundraising Resolution which is set out within the
Notice of General Meeting.
Placing
This Appendix gives details of the terms and conditions of, and
the mechanics of participation in, the Placing. No commissions will
be paid to the Placees or by the Placees in respect of any Placing
Shares.
Participation in, and principal terms of, the Placing are as
follows:
1. The Joint Bookrunners are acting as agents of the Company in
connection with the Placing on the terms and subject to the
conditions of the Placing Agreement.
2. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited by the Joint
Bookrunners to participate. The Joint Bookrunners and any of their
Affiliates are entitled to participate in the Placing as
principal.
3. The price per Placing Share (the "Issue Price") is a fixed
price of GBP0.32 and is payable to Canaccord Genuity (as agent for
the Company) by all Placees.
4. Each Placee's allocation will be determined by the Joint
Bookrunners in accordance with the principles of allocation
discussed between the Joint Bookrunners and the Company and will be
confirmed orally or in writing by either Canaccord Genuity or VSA
Capital and each Placee's allocation and commitment will be
evidenced by a Contract Note issued to such Placee by the relevant
Bookrunner. The terms of this Appendix will be deemed incorporated
in that Contract Note.
5. Canaccord Genuity or VSA Capital 's oral or written
confirmation of an allocation will give rise to an irrevocable,
legally binding commitment by that person (who at that point
becomes a Placee), in favour of such Bookrunner and the Company,
under which it agrees to acquire the number of Placing Shares
allocated to it on the terms and subject to the conditions set out
in this Appendix and in accordance with the Company's articles of
association. Except with the relevant Bookrunner's consent, such
commitment will not be capable of variation or revocation at the
time at which it is submitted.
6. Each Placee's allocation and commitment to subscribe for
Placing Shares will be made on the terms and subject to the
conditions in this Appendix and will be legally binding on the
Placee on behalf of which it is made and except with the relevant
Bookrunner's consent will not be capable of variation or revocation
after the time at which it is submitted.
7. Each Placee will have an immediate, separate, irrevocable and
binding obligation, owed to Canaccord Genuity , as agent for the
Company, to pay to it (or as it may direct) in cleared funds an
amount equal to the product of the Issue Price and the number of
Placing Shares such Placee has agreed to acquire and the Company
has agreed to allot and issue to that Placee.
8. Except as required by law or regulation, no press release or
other announcement will be made by the Joint Bookrunners or the
Company using the name of any Placee (or its agent), in its
capacity as Placee (or agent), other than with such Placee's prior
written consent.
9. Irrespective of the time at which a Placee's allocation(s)
pursuant to the Placing is/are confirmed, settlement for all
Placing Shares to be acquired pursuant to the Placing will be
required to be made at the same time, on the basis explained below
under "Registration and Settlement".
10. 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 "Right to terminate the Placing
Agreement".
11. 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.
12. To the fullest extent permissible by law, neither: (a) the
Joint Bookrunners, nor (b) any of their Affiliates, agents,
directors, officers, consultants or employees nor (c) to the extent
not contained within (a) or (b), any person connected with the
Joint Bookrunners as defined in FSMA ((b) and (c) being together
"Affiliates" and individually an "Affiliate" of the Joint
Bookrunners) shall have any liability (including to the extent
permissible by law, any fiduciary duties) to Placees or to any
other person whether acting on behalf of a Placee or otherwise. In
particular, neither Bookrunner nor any of their Affiliates shall
have any liability (including, to the extent permissible by law,
any fiduciary duties) in respect of each Bookrunner's conduct of
the Placing or of such alternative method of effecting the Placing
as the Joint Bookrunners and the Company may agree. Nothing in this
Appendix shall be effective to limit or exclude any liability for
fraud or which, by law or regulation, cannot otherwise be so
limited or excluded.
Conditions of the Placing
The obligations of each of the Joint Bookrunners under the
Placing Agreement are, in relation to Admission, conditional upon,
inter alia:
1. the Announcement being released through a Regulatory
Information Service (as defined in the AIM Rules) by no later than
5.00 pm on 22 February 2023 or such later time and/or date agreed
between the Company and the Joint Bookrunners;
2. the Second Announcement being released through a Regulatory
Information Service (as defined in the AIM Rules) by no later than
11.00 am on the day following the release of this Announcement or
such later time and/or date agreed between the Company and the
Joint Bookrunners;
3. the placing term sheet (the form of which is set out in the
Placing Agreement) having been duly executed by the parties by no
later than 11.00 am on the day following the release of this
Announcement or such later time and/or date agreed between the
Company and the Joint Bookrunners;
4. the Circular having been sent out to the Company's
shareholders entitled to receive it by first class post by no later
than 28 February 2023 or such later time and/or date agreed between
the Company and the Joint Bookrunners;
5. the passing at the GM of the Fundraising Resolution by the
requisite majority under the Jersey Companies Act and such
Fundraising Resolution remaining in full force and effect as at
Admission;
6. the Applications and all other documents required to be
submitted with the Applications, together with payment for the
relevant AIM fee (as defined in the AIM Rules) payable to the
London Stock Exchange and the issuer fees (as defined in the AQSE
Rules) payable to the AQSE, being delivered to the London Stock
Exchange and the AQSE not later than 8.00 am on 27 February 2023 or
such later time and/or date agreed between the Company and the
Joint Bookrunners;
7. the Company having fully performed its obligations under the
Placing Agreement to the extent that such obligations fall to be
performed prior to Admission;
8. none of the Warranties being untrue or inaccurate in any
material respect or misleading at any time between the date of the
Placing Agreement and Admission and no fact or circumstance having
arisen which would render any of the Warranties untrue or
inaccurate in any material respect or misleading if it was repeated
as at any time up to Admission by reference to such facts or
circumstances;
9. the obligations of the Joint Bookrunners not being terminated
before Admission on the basis referred to below under "Right to
terminate the Placing Agreement";
10. the Joint Bookrunners having received, in terms satisfactory
to them, legally binding confirmations on the basis of the
Announcement from Placees at the Issue Price in respect of all
Placing Shares;
11. a meeting of the Board taking place to approve, amongst
other things, the execution of the Placing Agreement, the allotment
of the Open Offer Shares and the Placing Shares and any Subsequent
Placing Shares (subject only to Admission);
12. the delivery by the Company to the Joint Bookrunners of
those documents required under the Placing Agreement by the agreed
times;
13. each condition to enable the Open Offer Entitlements to be
admitted as a participating security (as defined in the CREST
Regulations) in CREST being satisfied on or before the date of the
Circular;
14. the Open Offer Entitlements of Qualifying CREST Shareholders
being admitted as a participating security (as defined in the CREST
Regulations) to CREST; the Open Offer Entitlements of Qualifying
CREST Shareholders being credited to the CREST stock accounts of
Qualifying CREST Shareholders in the proportions set out in the
Circular; and the Open Offer Entitlements of Qualifying CREST
Shareholders becoming enabled for settlement within CREST, in each
case by not later than the Business Day following the date of the
Placing Agreement;
15. Admission taking place no later than 8.00 am on 16 March
2023 (as agreed with the Joint Bookrunners) or such later time as
may be agreed between the Company and the Joint Bookrunners not
being later than 8.00 am on the Long Stop Date;
16. no Supplementary Circular being required by the AIM Rules,
the AQSE Rules or otherwise under the Placing Agreement prior to
Admission;
17. the delivery by the Company to the Joint Bookrunners of a
duly executed warranty certificate in the form set out in the
Placing Agreement by the agreed time; and
18. all necessary consents and approvals under Jersey law and
regulation to the Circular and otherwise in connection to Admission
having been given and remaining in full force and effect
immediately prior to Admission.
(all conditions to the obligations of the Joint Bookrunners
included in the Placing Agreement being together, the
"conditions").
If (a) any of the conditions are not fulfilled (or to the extent
permitted under the Placing Agreement, waived by the Joint
Bookrunners) by the relevant time or date specified in the Placing
Agreement, or (b) the Placing Agreement is terminated in the
circumstances specified below, the Placing and the Subsequent
Placing will lapse and each Placee's rights and obligations
hereunder shall cease and determine at such time and no claim may
be made by a Placee in respect thereof. Neither of the Joint
Bookrunners, the Company, nor any of their respective Affiliates
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 date for the satisfaction of any condition
in the Placing Agreement or in respect of the Placing
generally.
The Joint Bookrunners may in their absolute discretion (acing in
good faith) waive compliance by the Company or extend the time for
fulfilment with certain of the Company's obligations in relation to
the conditions in the Placing Agreement. Any such extension or
waiver will not affect Placees' commitments as set out in this
Announcement.
By participating in the Placing, each Placee agrees that its
rights and obligations hereunder terminate only in the
circumstances described below under "Right to terminate under the
Placing Agreement", and will not be capable of rescission or
termination by the Placee.
Right to terminate the Placing Agreement
The Joint Bookrunners are entitled to terminate the Placing
Agreement at any time prior to Admission by giving notice to the
Company and after such consultation with the Company as shall be
practicable in the circumstances as set out below:
1. there has been a breach of any Warranty, and where a
materiality threshold is not specified in such Warranty such breach
is material;
2. any Warranty would be untrue, inaccurate (in each case where
a materiality threshold is not specified in such Warranty, in any
material respect) or misleading if it were to be repeated at any
time prior to Admission;
3. any statement in the Placing Documents has become, or an
omission in the Placing Documents results in them being, untrue,
inaccurate in any material respect or misleading;
4. either of the Applications is withdrawn or refused by the
London Stock Exchange and/or the AQSE;
5. a Material Adverse Change has occurred after entry into of
the Placing Agreement (whether or not foreseeable at the date of
the Placing Agreement);
6. the London Stock Exchange, the AQSE, the FCA, or any
Authority in any jurisdiction launches or threatens to launch an
investigation into the affairs of the Group or the trading of the
Ordinary Shares, or Canaccord Genuity or VSA Capital ceases to be,
or notice is otherwise given pursuant to the Nominated Adviser
Agreement or the AQSE Corporate Adviser Agreement (as such terms
are defined in the Placing Agreement) to terminate Canaccord
Genuity and VSA Capital's respective appointment as the Company's
nominated adviser or AQSE corporate adviser and/or the Company's
broker;
7. there has occurred:
7.1. any material adverse change in financial markets in the
United States, the United Kingdom or in any member or associate
member of the European Union or the international financial
markets, any outbreak or escalation of hostilities, war, act of
terrorism, declaration of emergency or martial law or other
calamity or crisis or event or any change or development involving
a prospective change in national or international political,
financial, economic, monetary or market conditions or currency
exchange rates or controls; or
7.2. trading in any securities of the Company has been suspended
or materially limited by the London Stock Exchange or the AQSE on
any exchange or over-the-counter market, or if trading generally on
the New York Stock Exchange, the NASDAQ National Market, the AQSE
or the London Stock Exchange has been suspended or materially
limited, or minimum or maximum prices for trading have been fixed,
or maximum ranges for prices of securities have been required, by
any of said exchanges or by such system or by order of any
governmental authority, or a material disruption has occurred in
commercial banking or securities settlement or clearance services
in the United States or in Europe; or
7.3. a banking moratorium has been declared by the authorities
in the United States, the United Kingdom or New York or a member or
associate member of the European Union, which, in each case, in the
opinion of the Joint Bookrunners (acting in good faith) (as
applicable), is likely to materially prejudice the success of the
Placing or make it impractical or inadvisable to proceed with the
Placing; or
7.4. a material worsening of the COVID-19 or any other kind of
pandemic in Jersey or the United Kingdom or in any other
jurisdiction in which the Group carries on business which
materially affects the operations of the Group.
If the Placing Agreement is terminated prior to Admission then
the Placing will not occur.
The rights and obligations of the Placees will not be subject to
termination by the Placees or any prospective Placees at any time
or in any circumstances, other than set out in the section entitled
"Conditions of the Placing" above. By participating in the Placing,
the Placees agree that the exercise by the Joint Bookrunners of any
right of termination or other discretion under the Placing
Agreement shall be within the absolute discretion of the Joint
Bookrunners and that the Joint Bookrunners need not make any
reference to the Placees in this regard and that neither the Joint
Bookrunners nor their Affiliates shall have any liability to the
Placees whatsoever in connection with any such exercise or failure
so to exercise.
No Admission Document or Prospectus
The Placing Shares are being offered to a limited number of
specifically invited persons only and have not been nor will be
offered in such a way as to require the publication of an admission
document or prospectus in the United Kingdom or any equivalent
document in any other jurisdiction other than a prospectus required
in Jersey and prepared pursuant to the Companies (General
Provisions) (Jersey) Order 2002 ("Jersey Prospectus"). No offering
document, admission document or prospectus has been or will be
submitted to be approved by the FCA, the AQSE or the London Stock
Exchange in relation to the Placing or the Placing Shares, and the
Placees' commitments will be made solely on the basis of the
information contained in this Announcement (including this
Appendix) and the business and financial information that the
Company is required to publish in accordance with the AIM Rules and
the AQSE Rules (the "Exchange Information") or has published via a
Regulatory Information Service ("Publicly Available Information").
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 and/or Publicly Available Information),
representation, warranty, or statement made by or on behalf of the
Company or the Joint Bookrunners or any other person and neither
the Joint Bookrunners 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 (including, without limitation, in any investor
presentation) which the Placees may have obtained or received and,
if given or made, such information, representation, warranty or
statement must not be relied upon as having been authorised by the
Joint Bookrunners, the Company, or their respective officers,
directors, employees or agents. 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. Neither the Company nor the Joint
Bookrunners 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. Each Placee should not consider any information in
this Announcement to be legal, tax or business advice. Each Placee
should consult its own solicitor, tax adviser and financial adviser
for independent legal, tax and financial advice regarding an
investment in the Placing Shares. Nothing in this paragraph shall
exclude the liability of any person for fraudulent
misrepresentation.
Registration and Settlement
Settlement of transactions in the Placing Shares (ISIN:
JE00BLR94N79) will take place within the CREST system, subject to
certain exceptions and as stated below. The Joint Bookrunners
reserve the right to require settlement for and delivery of the
Placing Shares to Placees by such other means that they deem
necessary, if 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 the Placee's jurisdiction.
Each Placee allocated Placing Shares in the Placing will be sent
a trade confirmation stating the number of Placing Shares allocated
to it, the Issue Price, the aggregate amount owed by such Placee to
Canaccord Genuity and settlement instructions. All payments by
Placees in respect to the Placing Shares shall be made to Canaccord
Genuity only.
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.
Each Placee is deemed to agree that if it does not comply with
these obligations: (i) the Company may release itself (if it
decides in its absolute discretion to do so) and will be released
from all obligations it may have to issue any such Placing Shares
to such Placee or at its direction which are then unissued; (ii)
the Company may exercise all rights of lien, forfeiture and set-off
over and in respect of any such Placing Shares to the fullest
extent permitted under its articles of association or otherwise by
law and to the extent that such Placee then has any interest in or
rights in respect of any such Placing Shares; (iii) the Company or
the Joint Bookrunners may sell (and each of them is irrevocably
authorised by such Placee to do so) all or any of such Placing
Shares on such Placee's behalf and then retain from the proceeds,
for the account and benefit of the Company or, where applicable,
the Joint Bookrunners (a) any amount up to the total amount due to
it as, or in respect of, subscription monies, or as interest on
such monies, for any Placing Shares, (b) any amount required to
cover any stamp duty or stamp duty reserve tax (together with any
interest or penalties) arising on the sale of such Placing Shares
on such Placee's behalf, and (c) any amount required to cover
dealing costs and/or commissions necessarily or reasonably incurred
by it in respect of such sale; and (iv) such Placee shall remain
liable to the Company and to the Joint Bookrunners (as applicable)
for the full amount of any losses and of any costs which it may
suffer or incur as a result of it (a) not receiving payment in full
for such Placing Shares by the required time, and/or (b) the sale
of any such Placing Shares to any other person at whatever price
and on whatever terms are actually obtained for such sale by or for
it.
If Placing Shares are to be delivered to a custodian or
settlement agent, the Placee should ensure that the Contract Note
is copied and delivered immediately to the relevant person within
that organisation.
Insofar as Placing Shares are registered in the Placee's name or
that of its nominee or in the name of any person for whom the
Placee is contracting as agent or that of a nominee for such
person, such Placing Shares will, subject as provided below, be so
registered free from any liability to stamp duty or stamp duty
reserve tax. If there are any circumstances in which any other
stamp duty or stamp duty reserve tax is payable in respect of the
issue of the Placing Shares, neither the Joint Bookrunners nor the
Company shall be responsible for the payment thereof. Placees will
not be entitled to receive any fee or commission in connection with
the Placing.
Subject to the conditions set out above, payment in respect of
the Placees' allocation is due as set out below. Each Placee should
provide its settlement details in order to enable instructions to
be successfully matched in CREST. The relevant settlement details
for the Placing Shares are as follows:
CREST Participant ID of Canaccord
Genuity: 805
Expected Trade Date: 23 February 2023
-----------------
Expected Settlement Date: 16 March 2023
-----------------
ISIN code for the Placing Shares: JE00BLR94N79
-----------------
Representations, Warranties and Further Terms
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf):
1. represents and warrants that it has read and understood this
Announcement in its entirety (including this Appendix) and
acknowledges that its participation in the Placing will be governed
by the terms, conditions, representations, warranties, indemnities,
acknowledgements, agreements and undertakings and other information
contained in this Announcement (including this Appendix) and that
it has not relied on, and will not rely on, any information given
or any representations, warranties or statements made at any time
by any person in connection with Admission, the Placing, the
Company, the Placing Shares or otherwise, other than the
information contained in this Announcement and the Exchange
Information and Publicly Available Information (as defined
above);
2. acknowledges that no prospectus or offering document has been
or will be prepared in connection with the Placing (other than the
Jersey Prospectus) and it has not received and will not receive a
prospectus or other offering document in connection with the
Placing or the Placing Shares other than the Jersey Prospectus;
3. agrees to indemnify on an after-tax basis and hold harmless
each of the Company, the Joint Bookrunners, their respective
Affiliates and any person acting on their behalf 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, acknowledgements, agreements and
undertakings in this Announcement and further agrees that the
provisions of this Announcement shall survive after completion of
the Placing;
4. acknowledges that the Placing Shares will be admitted to
trading on AIM and the AQSE Growth Market, and the Company is
therefore required to publish certain business and financial
information in accordance with the AIM Rules and the AQSE Rules for
Companies, which includes a description of the nature of the
Company's business and the Company's most recent balance sheet and
profit and loss account and the Company's announcements and
circulars published in the past 12 months and the Company's
admission document, and that it is able to obtain or access such
information without undue difficulty and has read and understood
such information;
5. acknowledges that neither of the Joint Bookrunners, nor any
of their respective Affiliates nor any person acting on their
behalf has provided, and will not provide it with, any material or
information regarding the Placing Shares or the Company; nor has it
requested either of the Joint Bookrunners, nor any of their
respective Affiliates nor any person acting on their behalf to
provide it with any such material or information;
6. acknowledges that the content of this Announcement is
exclusively the responsibility of the Company and that neither of
the Joint Bookrunners, nor any of their respective Affiliates nor
any person acting on their behalf will be responsible for or shall
have any liability for any information, representation or statement
relating to the Company contained in this Announcement or any
information previously published by or on behalf of the Company and
neither of the Joint Bookrunners, nor any of their respective
Affiliates nor any person acting on their behalf will be liable for
any Placee's decision to participate in the Placing based on any
information, representation or statement contained in this
Announcement or otherwise. Each Placee further represents, warrants
and agrees that the only information on which it is entitled to
rely and on which such Placee has relied in committing to subscribe
for the Placing Shares is contained in this Announcement and any
Exchange Information and Publicly Available Information, such
information being all that it deems necessary to make an investment
decision in respect of the Placing Shares and that it has relied on
its own investigation with respect to the Placing Shares and the
Company in connection with its decision to subscribe for the
Placing Shares and acknowledges that it is not relying on any
investigation that either of the Joint Bookrunners, any of their
respective Affiliates or any person acting on their behalf may have
conducted with respect to the Placing Shares or the Company and
none of such persons has made any representations to it, express or
implied, with respect thereto;
7. acknowledges that it has knowledge and experience in
financial, business and international investment matters as is
required to evaluate the merits and risks of subscribing for the
Placing Shares. It further acknowledges that 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. It
has had sufficient time to consider and conduct its own
investigation with respect to the offer and subscription for the
Placing Shares, including the tax, legal and other economic
considerations and has relied upon its own examination and due
diligence of the Company and its affiliates taken as a whole, and
the terms of the Placing, including the merits and risks
involved;
8. represents and warrants that it has neither received nor
relied on any confidential price sensitive information concerning
the Company in accepting its invitation to participate in the
Placing;
9. acknowledges that it has not relied on any information
relating to the Company contained in any research reports prepared
by either of the Joint Bookrunners, their respective Affiliates or
any person acting on their or any of their respective Affiliates'
behalf and understands that (i) neither of the Joint Bookrunners,
nor any of their respective Affiliates nor any person acting on
their behalf has or shall have any liability for public information
or any representation; (ii) neither of the Joint Bookrunners, nor
any of their respective Affiliates, nor any person acting on their
behalf has or shall have any liability for any additional
information that has otherwise been made available to such Placee,
whether at the date of publication, the date of this Announcement
or otherwise; and that (iii) neither of the Joint Bookrunners, nor
any of their respective Affiliates, nor any person acting on their
behalf makes any representation or warranty, express or implied, as
to the truth, accuracy or completeness of such information, whether
at the date of publication, the date of this Announcement or
otherwise;
10. represents and warrants that (i) it is entitled to acquire
the Placing Shares under the laws and regulations of all relevant
jurisdictions which apply to it; (ii) it has fully observed such
laws and regulations and obtained all such governmental and other
guarantees and other consents and authorities which may be required
thereunder and complied with all necessary formalities; (iii) it
has all necessary capacity to commit to participation in the
Placing and to perform its obligations in relation thereto and will
honour such obligations; (iv) it has paid any issue, transfer or
other taxes due in connection with its participation in any
territory; and (v) it has not taken any action which will or may
result in the Company, either of the Joint Bookrunners, any of
their respective Affiliates or any person acting on their behalf
being in breach of the legal and/or regulatory requirements of any
territory in connection with the Placing;
11. represents and warrants that it understands that the Placing
Shares have not been and will not be registered under the
Securities Act or under the securities laws of any state or other
jurisdiction of the United States and may only be acquired in
"offshore transactions" as defined in and pursuant to Regulation S
under the Securities Act or in transactions exempt from or not
subject to the registration requirements of the Securities Act;
12. represents and warrants that its acquisition of the Placing
Shares has been or will be made in an "offshore transaction" as
defined in and pursuant to Regulation S under the Securities
Act;
13. represents and warrants that it will not offer or sell,
directly or indirectly, any of the Placing Shares in the United
States except in accordance with Regulation S or pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act;
14. understands that upon the initial issuance of, and until
such time as the same is no longer required under the Securities
Act or applicable securities laws of any state or other
jurisdiction of the United States, any certificates representing
the Placing Shares (to the extent such Placing Shares are in
certificated form), and all certificates issued in exchange
therefore or in substitution thereof, shall bear a legend setting
out the restrictions relating to the transfer of the certificated
security including with respect to restrictions relating to the
United States federal securities laws;
15. represents and warrants that, if it is a financial
intermediary, as that term is used in Article 5(1) of the EU
Prospectus Regulation, 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 which
has implemented the EU Prospectus Regulation other than "qualified
investors" as defined in Article 2(e) of the EU Prospectus
Regulation, or in circumstances in which the prior consent of the
Joint Bookrunners has been given to the offer or resale;
16. represents and warrants that, if it is a financial
intermediary, as that term is used in Article 5(1) of the UK
Prospectus Regulation, 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 the United Kingdom other than UK Qualified
Investors, or in circumstances in which the prior consent of the
Joint Bookrunners has been given to the offer or resale;
17. represents and warrants that it has not offered or sold and
will not offer or sell any Placing Shares to the public in any
member state of the European Economic Area or the United Kingdom
except in circumstances falling within the EU Prospectus Regulation
or (as the case may be) the UK Prospectus Regulation which do not
result in any requirement for the publication of a prospectus
pursuant to that regulation;
18. represents and warrants that 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 it is permitted to do so
pursuant to section 21 of FSMA or other applicable securities
laws;
19. represents and warrants that it has complied 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;
20. represents and warrants that it has complied with its
obligations in connection with money laundering and terrorist
financing under the Criminal Justice Act 1993, the UK version of
the Market Abuse Regulation (2014/596/EU) (which forms part of
domestic UK law pursuant to the European Union (Withdrawal) Act
2018 (the "UK MAR"), the Proceeds of Crime Act 2002 (as amended),
the Terrorism Act 2000 (as amended), the Terrorism Act 2006, the
Anti-terrorism Crime and Security Act 2001, the Money Laundering,
Terrorist Financing and Transfer of Funds (Information on the
Payer) Regulations 2017 (as amended), the Money Laundering
Sourcebook of the FCA and any similar applicable law or regulation
in any other jurisdiction (the "Regulations") and, if it is 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;
21. is not a person: (i) with whom transactions are prohibited
under the US Foreign Corrupt Practices Act of 1977 or any economic
sanction programmes administered by, or regulations promulgated by,
the Office of Foreign Assets Control of the U.S. Department of the
Treasury; (ii) named on the Consolidated List of Financial
Sanctions Targets maintained by HM Treasury of the United Kingdom;
or (iii) subject to financial sanctions imposed pursuant to a
regulation of the European Union or a regulation adopted by the
United Nations or other applicable law;
22. if in the United Kingdom, represents and warrants that it is
a UK Qualified Investor (acting as principal or in circumstances to
which section 86(2) of FSMA applies) and a person who has
professional experience in matters relating to investments and it
is a person (i) falling within Article 19(5) of the FPO; or (ii)
falling within Article 49(2)(a) to (d) of the FPO; or (iii) to whom
this Announcement may otherwise be lawfully communicated under the
FPO;
23. if in a member state of the EEA, represents and warrants
that it is a EEA Qualified Investor; and, if in Switzerland,
represents and warrants that it is entitled to subscribe the
Placing Shares under the laws and regulations of Switzerland
without the need for a prospectus or offering memorandum or the
taking of any other action on the part of the Company or either of
the Joint Bookrunners, and that its subscription of the Placing
Shares will not result in the Company, either of the Joint
Bookrunners, their respective Affiliates or any person acting on
their behalf being in breach of the legal and/or regulatory
requirements of Switzerland or any canton or other sub-division
thereof;
24. represents and warrants that its participation in the
Placing would not give rise to an offer being required to be made
by it or any person with whom it is acting in concert pursuant to
Rule 9 of the City Code on Takeovers and Mergers; undertakes that
it (and any person acting on its behalf) will pay Canaccord Genuity
for the Placing Shares acquired by it in accordance with this
Announcement on the due time and date set out in this Announcement
or any trade confirmation or contract note issued pursuant to this
Announcement against delivery of such Placing Shares to it, failing
which the relevant Placing Shares may be placed with other Placees
or sold as either the Joint Bookrunners or the Company may, in
their absolute discretion, determine and it will remain liable for
any shortfall below the net proceeds of such sale and the placing
proceeds of such Placing Shares and may be required to bear any
costs, commissions, stamp duty or stamp duty reserve tax (together
with any interest or penalties due pursuant to the terms set out or
referred to in this Announcement) which may arise upon the sale of
such Placee's Placing Shares on its behalf;
25. if it has received any confidential price sensitive
information about the Company in advance of the Placing, it
warrants that it has received such information within the marketing
soundings regime provided for in article 11 of UK MAR and
associated delegated regulations (or the equivalent legislation in
force within the EEA, where applicable) and has not: (a) dealt in
the securities of the Company; (b) encouraged or required another
person to deal in the securities of the Company; or (c) disclosed
such information to any person, prior to the information being made
publicly available;
26. acknowledges that neither of the Joint Bookrunners, nor any
of their Affiliates nor any person acting on their behalf is making
any recommendations to it or advising it regarding the suitability
or merits of any transaction it may enter into in connection with
the Placing, and acknowledges that neither of the Joint
Bookrunners, nor any of their Affiliates nor any person acting on
their behalf has any duties or responsibilities to it for providing
advice in relation to the Placing or in respect of any
representations, warranties, undertakings or indemnities contained
in the Placing Agreement or for the exercise or performance of any
of the Joint Bookrunners' rights and obligations thereunder,
including any right to waive or vary any condition or exercise any
termination right contained therein;
27. undertakes that (i) the person whom it specifies for
registration as holder of the Placing Shares will be (a) the Placee
or (b) the Placee's nominee, as the case may be, (ii) neither of
the Joint Bookrunners nor the Company will be responsible for any
liability to stamp duty or stamp duty reserve tax resulting from a
failure to observe this requirement and (iii) the Placee and any
person acting on its behalf agrees to acquire the Placing Shares on
the basis that the Placing Shares will be issued to the CREST stock
account of Canaccord Genuity which will hold them as settlement
agent as nominee for the Placee until settlement in accordance with
its standing settlement instructions with payment for the Placing
Shares being made simultaneously upon receipt of the Placing Shares
in the Placee's stock account on a delivery versus payment
basis;
28. acknowledges that any agreements entered into by it pursuant
to these terms and conditions, and any non-contractual obligations
arising out of or in connection with such agreements, 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 courts of England and Wales as regards any claim, dispute or
matter arising out of any such contract;
29. acknowledges that it irrevocably appoints any director of
the relevant Bookrunner as its agent for the purposes 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 agreed to be taken up by it under the
Placing;
30. represents and warrants that (unless otherwise agreed with
the Joint Bookrunners) it is not a resident of any Restricted
Jurisdiction and acknowledges that the Placing Shares have not been
and will not be registered nor will a prospectus be cleared or
issued in respect of the Placing Shares under the securities
legislation of any Restricted Jurisdiction and, subject to certain
exceptions, may not be offered, sold, taken up, renounced,
delivered or transferred, directly or indirectly, within any
Restricted Jurisdiction;
31. represents and warrants that any person who confirms to
either Bookrunner on behalf of a Placee an agreement to subscribe
for Placing Shares and/or who authorises either Bookrunner to
notify the Placee's name to the Company's Registrar, has authority
to do so on behalf of the Placee;
32. acknowledges that the agreement to settle each Placee's
acquisition of Placing Shares (and/or the acquisition of a person
for whom it is contracting as agent) free of stamp duty and stamp
duty reserve tax depends on the settlement relating only to an
acquisition by it and/or such person direct from the Company of the
Placing Shares in question. Such agreement assumes that the Placing
Shares are not being acquired in connection with arrangements to
issue depositary receipts or to issue or transfer the Placing
Shares into a clearance service. If there were any such
arrangements, or the settlement related to other dealing in the
Placing Shares, stamp duty or stamp duty reserve tax may be
payable, for which neither the Company nor either of the Joint
Bookrunners will be responsible. If this is the case, the Placee
should take its own advice and notify the Joint Bookrunners
accordingly;
33. acknowledges that the Placing Shares will be issued and/or
transferred subject to the terms and conditions set out in this
Announcement (including this Appendix);
34. acknowledges that when a Placee or any person acting on
behalf of the Placee is dealing with the relevant Bookrunner , any
money held in an account with the relevant Bookrunner 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 relevant
rules and regulations of the FCA. The Placee acknowledges 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 the relevant Bookrunner money in accordance with
the client money rules and will be used by the relevant Bookrunner
in the course of its business; and the Placee will rank only as a
general creditor of the relevant Joint Bookrunners (as the case may
be);
35. acknowledges and understands that the Company, the Joint
Bookrunners, and others will rely upon the truth and accuracy of
the foregoing representations, warranties, agreements, undertakings
and acknowledgements;
36. acknowledges that the basis of allocation will be determined
by the Joint Bookrunners at their absolute discretion in
consultation with the Company. The right is reserved to reject in
whole or in part and/or scale back any participation in the
Placing;
37. if it has received any inside information (for the purposes
of the UK MAR and section 56 of the Criminal Justice Act 1993 or
other applicable law and, where applicable, the equivalent
legislation in force within the EEA) about the Company in advance
of the Placing, it has not: (i) dealt (or attempted to deal) in the
securities of the Company or cancelled or amended a dealing in the
securities of the Company; (ii) encouraged, recommended or induced
another person to deal in the securities of the Company or to
cancel or amend an order concerning the Company's securities; or
(iii) unlawfully disclosed such information to any person, prior to
the information being made publicly available;
38. confirm that it has complied and it will comply with all
applicable laws with respect to anything done by it or on its
behalf in relation to the Placing Shares (including all relevant
provisions of the FSMA and the UK MAR in respect of anything done
in, from or otherwise involving the United Kingdom and, where
applicable, the equivalent legislation in force within the
EEA);
39. irrevocably authorises the Company and the Joint Bookrunners
to produce this Announcement pursuant to, in connection with, or as
maybe required by any applicable law or regulation, administrative
or legal proceeding or official inquiry with respect to the matters
set forth in this Announcement; and
40. that its commitment to subscribe for Placing Shares on the
terms set out in this Announcement 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 .
The acknowledgements, agreements, undertakings, representations
and warranties referred to above are given to each of the Company
and the Joint Bookrunners (for their own benefit and, where
relevant, the benefit of their respective Affiliates and any person
acting on their behalf) and are irrevocable.
No claim shall be made against the Company, the Joint
Bookrunners, their respective Affiliates or any other person acting
on behalf of any of such persons by a Placee to recover any damage,
cost, charge or expense which it may suffer or incur by reason of
or arising from the carrying out by them of the work to be done by
them pursuant to this Announcement or the performance of their
obligations pursuant to this Announcement or otherwise in
connection with the Placing.
No UK stamp duty or stamp duty reserve tax should be payable to
the extent that the Placing Shares are issued or transferred (as
the case may be) into CREST to, or to the nominee of, a Placee who
holds those Placing Shares beneficially (and not as agent or
nominee for any other person) within the CREST system and
registered in the name of such Placee or such Placee's nominee.
Any arrangements to issue or transfer the Placing Shares into a
depositary receipts system or a clearance service or to hold the
Placing Shares as agent or nominee of a person to whom a depositary
receipt may be issued or who will hold the Placing Shares in a
clearance service, or any arrangements subsequently to transfer the
Placing Shares, may give rise to stamp duty and/or stamp duty
reserve tax, for which neither the Company nor the Joint
Bookrunners 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 stamp duty or stamp duty reserve tax undertakes
to pay such stamp duty or stamp duty reserve tax forthwith and to
indemnify on an after-tax basis and to hold harmless the Company
and the Joint Bookrunners in the event that any of the Company
and/or either of the Joint Bookrunners has incurred any such
liability to stamp duty or stamp duty reserve tax.
In addition, Placees should note that they will be liable for
any capital duty, 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 UK by them or any other person on the
acquisition by them of any Placing Shares or the agreement by them
to acquire any Placing Shares.
All times and dates in this Announcement may be subject to
amendment. The Joint Bookrunners shall notify the Placees and any
person acting on behalf of the Placees of any such changes.
This Announcement has been issued by the Company and is the sole
responsibility of the Company.
Each Placee, and any person acting on behalf of the Placee,
acknowledges that the Joint Bookrunners do not owe any fiduciary or
other duties to any Placee in respect of any representations,
warranties, undertakings or indemnities in the Placing Agreement.
Each Placee and any person acting on behalf of the Placee
acknowledges and agrees that the Joint Bookrunners 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.
The rights and remedies of the Joint Bookrunners and the Company
under these terms and conditions are in addition to any rights and
remedies which would otherwise be available to each of them and the
exercise or partial exercise or partial exercise of one will not
prevent the exercise of others.
Each Placee may be asked to disclose in writing or orally to
either of the Joint Bookrunners:
1. if he is an individual, his nationality; or
2. if he is a discretionary fund manager, the jurisdiction in
which the funds are managed or owned.
DEFINITIONS
The following definitions apply throughout this Announcement
(including Appendix), unless the context requires otherwise:
"GBP", "pounds sterling", "pence" or "p" are references to the
lawful currency of the United Kingdom;
"EUR" or "Euros" are references to a lawful currency of the
European Union;
"Admission" means the admission of the Placing Shares and Open
Offer Shares to (i) trading on AIM becoming effective within the
meaning of Rule 6 of AIM Rules; and (ii) trading on the AQSE Growth
Market becoming effective within the meaning of Rule 3.9 of the
AQSE Rules;
"AIM" means AIM, the market operated by the London Stock
Exchange;
"AIM Rules" means the AIM Rules for Companies and the AIM Rules
for Nominated Advisers;
"AIM Rules for Companies" means the AIM Rules for Companies as
issued by the London Stock Exchange, from time to time;
"AIM Rules for Nominated Advisers" means the AIM Rules for
Nominated Advisers as issued by the London Stock Exchange, from
time to time;
"Applications" applications made by (or on behalf of) the
Company for Admission in the forms prescribed by the London Stock
Exchange and the AQSE;
"Application Form" the application form to be used by Qualifying
Shareholders whose Ordinary Shares are not held in CREST in
connection with the Open Offer;
"AQSE" means AQUIS Stock Exchange Limited, a company
incorporated in England and Wales with registered company number
04309969 and a recognised investment exchange under section 290 of
FSMA;
"AQSE Corporate Adviser" means VSA Capital;
"AQSE Growth Market" means the market (the Apex segment)
operated by the AQSE for entrepreneurial companies seeking
visibility and access to growth capital;
"AQSE Rules" means the rules contained in the AQSE Growth Market
Apex Rulebook issued by the AQSE for issuers in effect from time to
time, which set out the admission requirements and continuing
obligations of companies seeking admission to and whose securities
are admitted to trading on the Apex segment of the AQSE Growth
Market;
"Bookbuild" means the accelerated bookbuilding process to be
conducted by each Bookrunner to determine demand for participation
in the Placing by placees;
"certificated form" or "in certificated form" means an Ordinary
Share recorded on the Company's share register as being held in
certificated form (namely, not in CREST);
"Circular" means the circular to be published by the Company in
relation to the Placing, the Open Offer and the Subscription and
containing a notice (the "Notice") convening the General
Meeting;
"Company" means Invinity Energy Systems plc, a company
incorporated and registered in Jersey with registered number 92432
whose registered office is at Third Floor, IFC5, Castle Street, St
Helier, Jersey JE2 3BY;
"Contract Notes" means the notes and forms of confirmation to be
sent by the Joint Bookrunners on behalf of the Company to Placees
and to be procured by the Joint Bookrunners in relation to the
Placing;
"CREST" means the relevant system (as defined in the CREST
Regulations);
"CREST Regulations" means the Uncertificated Securities
Regulations 2001 (SI 2001 No 3755) in respect of which Euroclear is
the operator;
"Director(s)" means the directors of the Company;
"Euroclear" means Euroclear UK and International Limited;
"Excess Application Facility" the arrangement pursuant to which
Qualifying Shareholders may apply for additional Open Offer Shares
in excess of their Open Offer Entitlement in accordance with the
terms and conditions of the Open Offer;
"Excess CREST Open Offer Entitlements" means in respect of each
Qualifying CREST Shareholder, an entitlement, of the maximum number
of Open Offer Shares available through the Open Offer (in addition
to their Open Offer Entitlement), to apply for Open Offer Shares
pursuant to the Excess Application Facility, which is conditional
on them taking up their Open Offer Entitlement in full and which
may be subject to scaling back in accordance with the provisions of
the Circular;
"Excess Open Offer Entitlements" means an entitlement for each
Qualifying Shareholder to apply to subscribe for Open Offer Shares
in addition to their Open Offer Entitlement pursuant to the Excess
Application Facility which is conditional on them taking up their
Open Offer Entitlement in full and which may be subject to scaling
back in accordance with the provisions of the Circular;
"Existing Ordinary Shares" the {119,019,379} Ordinary Shares in
issue at the date of this document, all of which are admitted to
trading on AIM and the AQSE Growth Market;
"FCA" means the Financial Conduct Authority;
"FCA Handbook" means the rules of guidance issued from time to
time by the FCA;
"FSMA" means the Financial Services and Markets Act 2000 as
amended;
"Fundraising" means the Placing, and the Open Offer;
"Fundraising Resolution" means the resolution numbered 1, set
out in the notice of the GM set out in the Circular (subject to any
amendments which may be agreed between the Company and the Joint
Bookrunners);
"General Meeting" or "GM" means the extraordinary general
meeting of the Company to be convened by the notice of meeting of
which will be set out at the end of the Circular;
"Group" means the Company and its subsidiary undertakings;
"Group Company" means every company which is a member of the
Group and "Group Companies" shall be construed accordingly;
"Issue Price" has the meaning given in this Announcement;
"Jersey Companies Act" means The Companies (Jersey) Law
1991;
"Joint Bookrunners" means the joint bookrunners, being:
(a) VSA Capital Limited a company incorporated in England and
Wales with registered number 02405923 whose registered office is at
Park House, 16-18 Finsbury Circus, London, United Kingdom, EC2M
7EB; and
(b) Canaccord Genuity Limited a company incorporated and
registered in England and Wales with registered number 01774003
whose registered office is at 88 Wood Street, London, EC2V 7QR,
each of the Joint Bookrunners is a Bookrunner;
"London Stock Exchange" means London Stock Exchange plc;
"Long Stop Date" means 30 April 2023;
"Material Adverse Change" means any adverse change in the
business or financial and trading position or prospects of the
Company or the Group, which is material in the context of the Group
as a whole;
"MWh" means megawatt hour;
"New Ordinary Shares" has the meaning given in this Announcement;
"Nominated Adviser" means Canaccord Genuity;
"Open Offer" means the conditional invitation proposed to be
made by the Company to Qualifying Shareholders to subscribe for the
Open Offer Shares;
"Open Offer Entitlements" means the entitlements of Qualifying
Shareholders pursuant to the Open Offer to subscribe for the number
of Open Offer Shares that reflects the agreed ratio to the number
of Ordinary Shares held by that Qualifying Shareholder on the
Record Date, further details of which are stated in the
Announcement and the Circular (with aggregate entitlements being
rounded down to the nearest whole number), on and subject to the
terms of the Open Offer;
"Open Offer Shares" means up to 12,500,000 new Ordinary Shares
to be issued by the Company pursuant to the Open Offer;
"Ordinary Shares" means the ordinary shares of EUR0.01 each in
the capital of the Company;
"Overseas Shareholders" means Shareholders with a registered
address outside the United Kingdom;
"Placing" means the conditional placing of the Placing Shares by
Canaccord Genuity and VSA Capital, as agents on behalf of the
Company, pursuant to the Placing Agreement, conditional on, amongst
other things, the passing of the Fundraising Resolution by the
requisite majority and Admission occurring;
"Placing Agreement " means the placing agreement entered into
between Canaccord Genuity, VSA Capital, and the Company on 22
February 2023;
"Placing Documents" means together the Announcement (including
this appendix), the Circular, the Presentation, the Contract Notes
and the Placing Agreement;
"Placing Shares" means the number of new Ordinary Shares to be
agreed between the Company and the Joint Bookrunners following the
completion of the Bookbuild and recorded in the placing term sheet
as set out in the Placing Agreement, and which are proposed to be
allotted and issued by the Company and subscribed for by placees
pursuant to the Placing;
"Presentation" means the presentation slides prepared by the
Company and used by it in meetings with institutional investors in
connection with the Fundraising;
"Proxy Form" or "Form of Proxy" means the form of proxy for use
in connection with the General Meeting;
"Qualifying Shareholders" holders of Existing Ordinary Shares on
the register of members of the Company at the Record Date but
excluding any Overseas Shareholder who has a registered address in
any Restricted Jurisdiction;
"Qualifying CREST Shareholders" means the Qualifying
Shareholders holding Existing Ordinary Shares in uncertificated
form;
"Qualifying Non-CREST Shareholders" means the Qualifying
Shareholders holding Existing Ordinary Shares in certificated
form;
"Registrars" means the Company's registrars being Computershare
Investor Services (Jersey) Limited of 13 Castle Street, St. Helier,
Jersey, JE1 1ES;
"Record Date" means the date yet to be determined on which the
Ordinary Shares are marked as being ex-entitlement with respect to
the Open Offer;
"Regulation S" Regulation S under the US Securities Act;
"Regulatory Information Service" means a regulatory information
service as defined in the glossary of terms in the AIM Rules;
"Resolutions" means the resolutions numbered 1 and 2, set out in
the notice of the GM set out in the Circular (subject to any
amendments which may be agreed between the Company and the Joint
Bookrunners);
"Restricted Jurisdiction" means Australia, Canada, Japan, the
Republic of South Africa, the United States and any other
jurisdiction where it would be restricted or prohibited to offer
the New Ordinary Shares;
"Second Announcement" means the announcement by the Company to
be made following the completion of the Bookbuild setting out the
number of Placing Shares;
"Subscription" means the possible subscription for further
Ordinary Shares at the Issue Price to raise a further GBP2.5
million;
"Subscription Resolution" means the resolution numbered 2, set
out in the notice of the GM set out in the Circular (subject to any
amendments which may be agreed between the Company and the Joint
Bookrunners);
"Subscription Shares" means any new Ordinary Shares to be
allotted and issued pursuant to the Subscription;
"Subsequent Placing" means any placing with institutional and
other investors of the Subsequent Placing Shares by the Joint
Bookrunners conditional on, amongst other things, the passing of
the Fundraising Resolution by the requisite majority and Admission
occurring;
"Subsequent Placing Shares" means any Open Offer Shares not
taken up by qualifying shareholders in the Open offer;
"Supplementary Circular" means any supplementary circular
document published by the Company;
"UK" or "United Kingdom" means the United Kingdom of Great
Britain and Northern Ireland;
"uncertificated" or "in uncertificated form" means an Ordinary
Share recorded on the Company's share register as being held in
uncertificated form in CREST and title to which, by virtue of the
CREST Regulations, may be transferred by means of CREST;
"US" or "United States" means the United States of America, each
State thereof, its territories and possessions (including the
District of Columbia) and all other areas subject to its
jurisdiction;
"US Securities Act" the US Securities Act 1933; and
"Warranties" means the warranties contained in the Placing
Agreement.
Notes to Editors
Invinity Energy Systems plc (AIM: IES) (AQSE: IES) (OTCQX:
IESVF) manufactures vanadium flow batteries for large-scale,
high-throughput energy storage requirements of business, industry
and electrical networks.
Invinity's factory-built flow batteries run continually with no
degradation for over 25 years, making them suitable for the most
demanding applications in renewable energy production. Energy
storage systems based on Invinity's batteries are safe, reliable,
and economical, and range in size from less than 250 kilowatt-hours
to tens of megawatt-hours.
Invinity was created in April 2020 through the merger of two
flow battery industry leaders: redT energy plc and Avalon Battery
Corporation. With over 65 MWh of systems already deployed or
contracted for delivery across over 70 sites in 15 countries,
Invinity is active in all major global energy storage markets and
has operations in the UK, Canada, USA, China and Australia.
Invinity Energy Systems plc is listed in the UK on AIM and AQSE and
trades in the USA on OTCQX.
To find out more, visit invinity.com or call Investor Relations
on +44 (0)204 551 0361.
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END
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(END) Dow Jones Newswires
February 22, 2023 12:00 ET (17:00 GMT)
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