TIDMIES
RNS Number : 8563Q
Invinity Energy Systems PLC
23 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").
23 February 2023
Invinity Energy Systems plc
("Invinity" or the "Company")
Result of Placing
Placing and Subscription for aggregate of GBP21.5m
Further to the announcement on 22 February 2023, Invinity Energy
Systems plc (AIM: IES) (AQSE: IES) (OTCQX: IESVF), a leading global
manufacturer of utility-grade energy storage, is pleased to
announce the results of the Placing.
The Company has conditionally raised gross proceeds of GBP19
million through the Placing of 59,375,000 new Ordinary Shares at
the Issue Price of 32 pence per new Ordinary Share. The Issue Price
of 32 pence represents a discount of 13.51 per cent. to the closing
middle market price of 37 pence per ordinary share on 22 February
2023.
The Subscription has conditionally raised GBP2.5 million through
the subscription of 7,812,500* new Ordinary Shares at the Issue
Price. Accordingly, the Placing and Subscription have conditionally
raised in aggregate GBP21.5 million before expenses. Canaccord
Genuity and VSA Capital acted as Joint Bookrunners in respect of
the Placing.
Further to this morning's announcement, the Placing was
oversubscribed and the Company, having taken into account the
strong support received from existing and new investors, decided to
increase the size of the Placing. The additional funds raised in
the Placing, along with the Subscription and any proceeds of the
Open Offer, will be used to further positively support the
Company's development and commercial activities, particularly in
respect of the Mistral programme.
The Placing is conditional upon, inter alia, shareholders
approving the Fundraising Resolution at the General Meeting that
will grant to the Directors the authority to allot the Placing
Shares for cash on a non-pre-emptive basis. Admission of the
Placing Shares 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.
Director Participation
The Company confirms the participation in the Placing by the
following directors:
Number of Ordinary Number of Placing Resultant shareholding
Director Shares held before Shares being subscribed after the Placing
the Placing for
Neil O'Brien 87,500 78,125 165,625
Larry Zulch 2,258,949 31,250 2,290,199
Matt Harper 1,597,845 15,625 1,613,470
Jonathan Marren intends to apply for Open Offer Entitlements and
Excess Open Offer Entitlements representing an aggregate value of
GBP20,000. A further update on his participation will be provided
on completion of the Open Offer.
Related Party Transaction
The issue of 14,568,495 Placing Shares to Schroder Investment
Management, a substantial shareholder of the Company, constitutes a
related party transaction under the AIM Rules and the AQSE Apex
Rulebook. The Directors consider, having consulted with Canaccord
Genuity, acting in its capacity as the Company's Nominated Adviser,
and VSA Capital, acting as the Company's AQSE Corporate Adviser,
that the terms of such placing are fair and reasonable insofar as
the Company's shareholders are concerned.
Open Offer
Further to yesterday's announcement and given the successful
closing of the Bookbuild, the Company confirms its intention to
raise up to approximately GBP4 million by the issue of up to
12,528,355* Open Offer Shares at the Issue Price, payable in full
on acceptance.
The Open Offer will include an Excess Application Facility to
enable Qualifying Shareholders to apply for additional New Ordinary
Shares in excess of their entitlements under the Open Offer.
Qualifying Shareholders may apply for Open Offer Shares under
the Open Offer at the Issue Price pro rata to their holdings of
Ordinary Shares on the Record Date on the basis of:
2 Open Offer Shares for every 19 Existing Ordinary Shares
held
Subject to availability, the Excess Application Facility enables
Qualifying Shareholders to apply for additional Open Offer Shares
in excess of their Open Offer Entitlement, up to the maximum number
of Open Offer Shares available less their Open Offer
Entitlement.
Applicants can apply for less or more than their entitlements
under the Open Offer, but the Company cannot guarantee that any
application under the Excess Application Facility will be
satisfied, as this will depend, in part, on the extent to which
other Qualifying Shareholders apply for less than or more than
their own Open Offer Entitlements. The Open Offer is conditional on
admission of the Open Offer Shares to trading on AIM and AQSE
becoming effective and the Placing Agreement having become
unconditional.
Posting of Circular and Notice of General Meeting
Completion of the Fundraising is conditional, inter alia, upon
the passing of the Fundraising Resolution by the Company's
shareholders at a General Meeting to be held on 15 March 2023,
notice of which will be set out in the Circular. The Subscription
is also conditional on shareholder approval and on the Subscriber
receiving the Approvals. The Circular also contains, inter alia,
the full terms and conditions of the Open Offer, a letter from Neil
O'Brien, Non-Executive Chairman of Invinity, explaining the Open
Offer and providing Directors' recommendation in respect of the
Resolutions and includes an expected timetable of principal events.
The Circular is expected to be dispatched to Shareholders tomorrow
together, where relevant, with an Application Form for the Open
Offer and a form of proxy for the General Meeting. Once posted, the
Circular will become available on the Company's website at
https://invinity.com/investors/shareholder-documents/ .
Due to capacity constraints, shareholders wishing to attend the
General Meeting are requested to RSVP via ir@invinity.com no later
than 9.00 a.m. on 14 March 2023, being the day prior to the
meeting.
The Placing and Open Offer is not conditional on the
Subscription Approvals being granted or the Subscription otherwise
completing.
Other than where defined, capitalised terms used in this
announcement have the meanings given to them in the Announcement
released by the Company at 5pm (London time) on 22 February
2023.
*This corrects the number given in the Placing, Open Offer &
Strategic Investment announcement released 5pm (UK Time) on 22
February 2023.
Larry Zulch, CEO of Invinity Energy Systems plc said:
"We are delighted to have received this level of backing from
new and existing institutional investors in support of our mission
to provide the energy storage required for the global energy
transition. The capital raised will support the expansion of our
activities in line with significant and growing demand for our
products. On behalf of the entire Invinity team, we are grateful to
our shareholder base for their continued support and look forward
to growing the scope and scale of Invinity's activities in the
years to come."
Enquiries :
Invinity Energy Systems plc +44 (0)204 551 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
1 Details of the person discharging managerial responsibilities
a) Name Lawrence Zulch
--------------------------- -----------------------------------
2 Reason for the notification
----------------------------------------------------------------
a) Position/status Chief Executive Officer
--------------------------- -----------------------------------
b) Initial notification/ Initial notification
Amendment
--------------------------- -----------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
----------------------------------------------------------------
a) Name Invinity Energy Systems plc
--------------------------- -----------------------------------
b) LEI 213800N2NKOTYUNRCU14
--------------------------- -----------------------------------
4 Details of the transaction(s): section to be repeated for
(i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions have
been conducted
----------------------------------------------------------------
a) Description Ordinary shares of EUR0.01 each
of the financial
instrument
--------------------------- -----------------------------------
b) Identification JE00BLR94N79
code of the
Financial Instrument
--------------------------- -----------------------------------
c) Nature of the Purchase of shares
transaction
--------------------------- -----------------------------------
d) Price(s) and Price(s) Volume(s)
volume(s) GBP 0.32 31,250
----------
--------------------------- -----------------------------------
e) Aggregated information: Aggregated Volume: 31,250
volume, Price Aggregated Price: GBP 10,000
--------------------------- -----------------------------------
f) Date of the 22 February 2023
transaction
--------------------------- -----------------------------------
g) Place of the London Stock Exchange (XLON)
transaction
--------------------------- -----------------------------------
1 Details of the person discharging managerial responsibilities
a) Name Neil O'Brien
--------------------------- -----------------------------------
2 Reason for the notification
----------------------------------------------------------------
a) Position/status Non-Executive Chairman
--------------------------- -----------------------------------
b) Initial notification/ Initial notification
Amendment
--------------------------- -----------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
----------------------------------------------------------------
a) Name Invinity Energy Systems plc
--------------------------- -----------------------------------
b) LEI 213800N2NKOTYUNRCU14
--------------------------- -----------------------------------
4 Details of the transaction(s): section to be repeated for
(i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions have
been conducted
----------------------------------------------------------------
a) Description Ordinary shares of EUR0.01 each
of the financial
instrument
--------------------------- -----------------------------------
b) Identification JE00BLR94N79
code of the
Financial Instrument
--------------------------- -----------------------------------
c) Nature of the Purchase of shares
transaction
--------------------------- -----------------------------------
d) Price(s) and Price(s) Volume(s)
volume(s) GBP 0.32 78,125
----------
--------------------------- -----------------------------------
e) Aggregated information: Aggregated Volume: 78,125
volume, Price Aggregated Price: GBP 25,000
--------------------------- -----------------------------------
f) Date of the 22 February 2023
transaction
--------------------------- -----------------------------------
g) Place of the London Stock Exchange (XLON)
transaction
--------------------------- -----------------------------------
1 Details of the person discharging managerial responsibilities
a) Name Matt Harper
--------------------------- -----------------------------------
2 Reason for the notification
----------------------------------------------------------------
a) Position/status Chief Commercial Officer
--------------------------- -----------------------------------
b) Initial notification/ Initial notification
Amendment
--------------------------- -----------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
----------------------------------------------------------------
a) Name Invinity Energy Systems plc
--------------------------- -----------------------------------
b) LEI 213800N2NKOTYUNRCU14
--------------------------- -----------------------------------
4 Details of the transaction(s): section to be repeated for
(i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions have
been conducted
----------------------------------------------------------------
a) Description Ordinary shares of EUR0.01 each
of the financial
instrument
--------------------------- -----------------------------------
b) Identification JE00BLR94N79
code of the
Financial Instrument
--------------------------- -----------------------------------
c) Nature of the Purchase of shares
transaction
--------------------------- -----------------------------------
d) Price(s) and Price(s) Volume(s)
volume(s) GBP 0.32 15,625
----------
--------------------------- -----------------------------------
e) Aggregated information: Aggregated Volume: 15,625
volume, Price Aggregated Price: GBP 5,000
--------------------------- -----------------------------------
f) Date of the 22 February 2023
transaction
--------------------------- -----------------------------------
g) Place of the London Stock Exchange (XLON)
transaction
--------------------------- -----------------------------------
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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