REG - Invinity Energy Sys - Result of Placing

Invinity Energy SystemsAnnouncement

02/05/2024 07:00

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RNS Number : 9175M  Invinity Energy Systems PLC  02 May 2024

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, NEW ZEALAND,
CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH
SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE
IMPORTANT NOTICES WITHIN THIS ANNOUNCEMENT.

 

FURTHER, THIS ANNOUNCEMENT IS MADE FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE AN OFFER TO SELL OR ISSUE OR SOLICITATION OF AN OFFER TO BUY,
SUBSCRIBE FOR OR OTHERWISE ACQUIRE SHARES IN INVINITY ENERGY SYSTEMS PLC IN
ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.

 

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").

 

2 May 2024

 

Invinity Energy Systems plc

 

("Invinity" or the "Company")

 

Result of Placing

 

Placing and Subscription for aggregate of £56 million

Open Offer for up to £6.6 million

 

 

Further to the announcement at 4.44 p.m. on 1 May 2024 (the "Launch
Announcement"), 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 £28 million through an
oversubscribed Placing of 121,739,130 new Ordinary Shares at the Issue Price
of 23 pence per new Ordinary Share.

 

As previously announced, the Subscription with UK Infrastructure Bank and
Korea Investment Partners has conditionally raised gross proceeds of £28
million through the subscription of 121,739,130 new Ordinary Shares at the
Issue Price. Accordingly, the Placing and Subscription have conditionally
raised, in aggregate, £56 million before expenses. Canaccord Genuity and VSA
Capital acted as Joint Bookrunners in respect of the Placing.

 

The Company is also offering all Qualifying Shareholders the opportunity to
participate in the Open Offer to raise up to £6.6 million (together with the
Placing and the Subscription, the "Fundraising") at the Issue Price, as
described below.

 

The Fundraising is conditional upon, inter alia, shareholders approving the
Resolution at the General Meeting that will grant to the Directors the
authority to allot the Fundraising Shares for cash on a non-pre-emptive basis.
Admission of the Fundraising Shares is expected to occur at 8.00 a.m. on 24
May 2024 or such later time and/or date as the Company, Canaccord Genuity and
VSA Capital may agree (being in any event no later than 28 June 2024).

 

The Placing and the Open Offer are conditional on the Subscription and the
Subscription is conditional on the Placing. It is intended that Admission of
all Fundraising Shares will occur at the same time.

 

Open Offer

 

Further to the Launch Announcement, the Company confirms its intention to
raise up to approximately £6.6 million by the issue of up to 28,660,096 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:

 

3 Open Offer Shares for every 20 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 and Subscription Agreements having become unconditional.

 

In the event that the Open Offer is not fully subscribed, Canaccord Genuity
and VSA Capital reserve the right to place the balance of the Open Offer
Shares, at not less than the Issue Price, in order to raise up to the maximum
proceeds under the Open Offer.

 

 

Related Party Transaction

 

The issue of 32,810,630 Placing Shares to Schroders Investment Management, a
substantial shareholder of the Company, constitutes a related party
transaction under the AIM Rules and the AQSE Rules. 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.

 

 

Posting of Circular and Notice of General Meeting

 

Completion of the Fundraising is conditional, inter alia, upon the passing of
the Resolution by the Company's shareholders at a General Meeting to be held
on 22 May 2024, notice of which will be set out in the Circular. 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 the Directors' recommendation in respect of the
Resolution and includes an expected timetable of principal events. The
Circular is expected to be dispatched to Shareholders on 3 May 2024, 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/
(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 (mailto:ir@invinity.com) no
later than 9.00 a.m. on 21 May 2024, being the day prior to the meeting.

Other than where defined, capitalised terms used in this announcement have the
meanings given to them in the Announcement made at 4.44 p.m. on 1 May 2024.

 

 

Larry Zulch, Chief Executive Officer at Invinity said:

 

"With this fundraise, Invinity is well-positioned to help address the
tremendous global need for long-duration energy storage with our vanadium flow
batteries. We are grateful for the support shown for Invinity to date by our
current shareholders, new investors, the UK Infrastructure Bank and our other
strategic partners. The ambitious goals we have set out for ourselves have
been made possible by this support and we are determined to merit the
confidence shown in us and our future."

 

 

Enquiries:

 Invinity Energy Systems plc                                                   +44 (0)204 551 0361
 Jonathan Marren, Chief Financial Officer and Chief Development Officer

 Joe Worthington, Director of Communications

 Canaccord Genuity (Nominated Adviser and Joint Bookrunner)                    +44 (0)20 7523 8000
 Henry Fitzgerald-O'Connor / Harry Pardoe / Ana Ercegovic

 VSA Capital (AQSE Corporate Adviser, Financial Adviser and Joint Bookrunner)  +44 (0)20 3005 5000
 Andrew Monk / Andrew Raca

 Tavistock (Financial PR)                                                      +44 (0)20 7920 3150
 Simon Hudson / Saskia Sizen                                                   invinity@tavistock.co.uk

 

This Announcement contains inside information and for the purposes of MAR and
Article 2 of Commission Implementing Regulation (EU) 2016/1055 (as it forms
part of the laws of the United Kingdom by virtue of the European Union
(Withdrawal) Act 2018, as amended from time to time), the Board is responsible
for arranging for the release of this Announcement on behalf of the Company.

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

 

 

IMPORTANT NOTICES

THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE OR SUBSCRIPTION INTO
THE UNITED STATES. THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION
OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR
INDIRECTLY, IN THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS,
ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) (THE "UNITED
STATES" OR THE "US") EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN
COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES.  NO PUBLIC OFFERING OF THE PLACING SHARES
IS BEING MADE IN THE UNITED STATES OR ELSEWHERE.

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

The distribution of this Announcement and/or the Placing and/or issue of the
Placing Shares in certain jurisdictions may be restricted by law.  No action
has been taken by the Company, the Joint Bookrunners or any of their
respective affiliates, agents, directors, officers, consultants, partners or
employees ("Representatives") that would permit an offer of the Placing Shares
or possession or distribution of this Announcement or any other offering or
publicity material relating to such Placing Shares in any jurisdiction where
action for that purpose is required.  Persons into whose possession this
Announcement comes are required by the Company and the Joint Bookrunners to
inform themselves about and to observe any such restrictions.

This Announcement or any part of it is for information purposes only and does
not constitute or form part of any offer to issue or sell, or the solicitation
of an offer to acquire, purchase or subscribe for, any securities in the
United States, Australia, New Zealand, Canada, Japan or the Republic of South
Africa or any other jurisdiction in which the same would be unlawful.  No
public offering of the Placing Shares is being made in any such jurisdiction.

The Placing Shares have not been approved or disapproved by the US Securities
and Exchange Commission, any state securities commission or other regulatory
authority in the United States, nor have any of the foregoing authorities
passed upon or endorsed the merits of the Placing or the accuracy or adequacy
of this Announcement.  Any representation to the contrary is a criminal
offence in the United States.  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 Financial Markets Authority of New Zealand ; the relevant
clearances have not been, and will not be, obtained from the South Africa
Reserve Bank or any other applicable body in the Republic of South Africa in
relation to the Placing Shares; 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 the United States, Australia, New Zealand,
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 the United States, Australia, New Zealand, Canada, Japan or the
Republic of South Africa or any other jurisdiction outside the United Kingdom.

The Joint Bookrunners are authorised and regulated by the Financial Conduct
Authority in the United Kingdom and are acting exclusively for the Company and
no one else in connection with the Placing, and the Joint Bookrunners will not
be responsible to anyone (including any Placees) other than the Company for
providing the protections afforded to their respective clients or for
providing advice in relation to the Placing or any other matters referred to
in this Announcement. 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 the Joint Bookrunners or by any of their
Representatives 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.

None of the information in this Announcement has been independently verified
or approved by the Joint Bookrunners or any of its respective directors,
officers, partners, agents, employees, affiliates, advisors, consultants, or
persons connected with them as defined in the Financial Services and Markets
Act 2000, as amended ("FSMA") (together, "Affiliates"). Save for any
responsibilities or liabilities, if any, imposed on the Joint Bookrunners by
FSMA or by the regulatory regime established under it, no responsibility or
liability whatsoever whether arising in tort, contract or otherwise, is
accepted by the Joint Bookrunners or any of their respective Affiliates
whatsoever for the contents of the information contained in this Announcement
(including, but not limited to, any errors, omissions or inaccuracies in the
information or any opinions) or for any other statement made or purported to
be made by or on behalf of the Joint Bookrunners or any of its Affiliates in
connection with the Company, the Placing Shares, the Placing, or for any loss,
cost or damage suffered or incurred howsoever arising, directly or indirectly,
from any use of this Announcement or its contents or otherwise in connection
with this Announcement or from any acts or omissions of the Company in
relation to the Placing. The Joint Bookrunners and its Affiliates accordingly
disclaim all and any responsibility and liability whatsoever, whether arising
in tort, contract or otherwise (save as referred to above) in respect of any
statements or other information contained in this Announcement and no
representation or warranty, express or implied, is made by the Joint
Bookrunners or any of its Affiliates as to the accuracy, completeness or
sufficiency of the information contained in this Announcement. In addition,
nothing in this Announcement shall be effective to limit or exclude liability
for fraud or which cannot otherwise, by law or regulation, be so limited or
excluded.

No statement in this Announcement is intended to be a profit forecast or
estimate, 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 price of shares and any income expected from them may go down as well as
up and investors may not get back the full amount invested upon disposal of
the shares.  Past performance is no guide to future performance, and persons
needing advice should consult an independent financial adviser.

This Announcement does not identify or suggest, or purport to identify or
suggest, the risks (direct or indirect) that may be associated with an
investment in the Placing Shares. Any investment decision to buy Placing
Shares in the Placing must be made solely on the basis of publicly available
information, which has not been independently verified by the Joint
Bookrunners. This Announcement is not intended to provide the basis for any
decision in respect of the Company or other evaluation of any securities of
the Company or any other entity and should not be considered as a
recommendation that any investor should subscribe for, purchase, otherwise
acquire, sell or otherwise dispose of any such securities. Recipients of this
Announcement who are considering acquiring Placing Shares pursuant to the
Placing are reminded that they should conduct their own investigation,
evaluation and analysis of the business, data and property described in this
Announcement.  Any indication in this Announcement of the price at which the
Company's shares have been bought or sold in the past cannot be relied upon as
a guide to future performance. The price and value of securities can go down
as well as up.

The contents of this Announcement are not to be construed as legal, business,
financial or tax advice. Each shareholder or prospective investor should
consult with his or her or its own legal adviser, business adviser, financial
adviser or tax adviser for legal, financial, business or tax advice.

In connection with the Placing, the Joint Bookrunners and any of its
Affiliates, acting as investors for their own account, may take up a portion
of the Placing Shares in the Placing as a principal position and in that
capacity may retain, purchase, sell, offer to sell for the own accounts or
otherwise deal for their own account in such Placing Shares and other
securities of the Company or related investments in connection with the
Placing or otherwise. Accordingly, references to Placing Shares being offered,
acquired, placed or otherwise dealt in should be read as including any issue
or offer to, or acquisition, placing or dealing by, the Joint Bookrunners and
its Affiliates acting in such capacity. In addition, the Joint Bookrunners and
any of its respective Affiliates may enter into financing arrangements
(including swaps, warrants or contracts for difference) with investors in
connection with which the Joint Bookrunners and any of its respective
Affiliates may from time to time acquire, hold or dispose of shares. The Joint
Bookrunners does not intend to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or regulatory
obligations to do so.

The Placing Shares to be issued pursuant to the Placing will not be admitted
to trading on any stock exchange other than to trading on AIM and the AQSE
Growth Market.

Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into, or forms part of, this Announcement.

FORWARD LOOKING STATEMENTS

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 and
the Joint Bookrunners expressly disclaim 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.

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