REG - Invinity Energy Sys - Strategic Investment & Placing for Minimum of £50m
01/05/2024 16:45
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RNS Number : 8895M Invinity Energy Systems PLC 01 May 2024
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ANNOUNCEMENT.
FURTHER, THIS ANNOUNCEMENT IS MADE FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE AN OFFER TO SELL OR ISSUE OR SOLICITATION 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").
1 May 2024
Invinity Energy Systems plc
("Invinity" or the "Company")
Strategic Investment and Placing for a minimum £50 million
Open Offer for up to £6.6 million
Invinity Energy Systems plc (AIM: IES) (AQSE: IES) (OTCQX: IESVF), a leading
global manufacturer of utility-grade energy storage, is pleased to announce
its intention to raise £28 million by way of a conditional subscription for
new Ordinary Shares of €0.01 each ("Ordinary Shares") (the "Subscription")
and a minimum of £22 million, by way of a conditional placing (the
"Placing"), both at an issue price of 23 pence per new Ordinary Share (the
"Issue Price").
The Placing will be conducted by way of an accelerated bookbuild ("ABB"),
which will be launched immediately following this Announcement in accordance
with the terms and conditions set out in Appendix II to this Announcement.
Subject to demand from potential investors to participate in the Placing, the
Directors have reserved flexibility to increase the size of the Placing.
In addition, the Company is also offering all Qualifying Shareholders
("Qualifying Shareholders") the opportunity to participate in an open offer
(the "Open Offer", together with the Placing and the Subscription, the
"Fundraising") at the Issue Price. The Open Offer will raise up to £6.6
million, pursuant to which up to 28,660,096 new Ordinary Shares (the "Open
Offer Shares") will be offered to existing shareholders at the Issue Price on
the basis of:
3 Open Offer Shares for every 20 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 is not being
underwritten. The Issue Price represents a discount of 5 per cent. to the
15-day volume weighted average price to 30 April 2024 of 24.1 pence per
Ordinary Share.
Highlights
· Strategic investments of £25m by the UK Infrastructure Bank (the
British state-owned policy bank) and £3m by Korean Investment Partners (an
affiliate of Korea Investment Holdings, a leading financial conglomerate in
the Republic of Korea) acting through an investment fund
· Placing with UK institutional investors to raise a minimum of £22m
via an accelerated bookbuild and Open Offer to all Qualifying Shareholders to
raise a maximum of £6.6m
· Gross proceeds of the Fundraising to be used to:
o Provide the working capital to ensure Invinity is fully funded to net cash
generation;
o Invest in Long Duration Energy Storage ("LDES") by taking a minority
ownership stake in UK LDES projects. The investment is expected to facilitate
the sale of Invinity batteries to a number of large UK LDES projects,
generating significant revenues to Invinity and positioning Invinity as a
leader within the space;
o Accelerate manufacturing and deployment of the Company's next-generation
Vanadium Flow Battery ("VFB") code-named Mistral;
o Invest in the Company's UK manufacturing facilities in Scotland; and
o Strengthen Invinity's balance sheet to unlock large-scale commercial
orders.
Larry Zulch, Chief Executive Officer at Invinity said:
"We believe that long duration energy storage has an essential role to play in
the global transition to a sustainable electricity system. This investment
provides Invinity with the opportunity to scale up to help meet the
significant global demand for batteries with the characteristics that make our
vanadium flow battery unique: high performance, long asset life, compelling
total ownership economics, and no propensity to catch fire.
"We are grateful for the support of the UK Infrastructure Bank as we
demonstrate the viability of LDES in the UK with battery systems produced in
the UK. We're also grateful for the support of existing investors who enabled
us to advance Mistral, our next-generation battery, to near completion, and
for the support of new investors, such as Korea Investment Partners, who have
embraced our vision of profitably meeting global demand for LDES."
John Flint, CEO at UK Infrastructure Bank said:
"Electricity storage technologies have a crucial role to play in balancing the
energy system in response to volatility in supply and demand as the UK
transitions to net zero. However, the market of investors in more nascent
longer-duration technologies like vanadium flow has developed more slowly than
for lithium-ion batteries. Our cornerstone investment has helped Invinity to
mobilise the additional private investment needed to scale their
manufacturing, supporting the development of a promising new longer-duration
technology."
Stay up to date with news from Invinity. Join the distribution list for the
Company's monthly investor newsletter here
(https://invinity.com/newsletter/?utm_source=iesrns) .
Enquiries:
Invinity Energy Systems plc +44 (0)20 4551 0361
Jonathan Marren, Chief Financial Officer and Chief Development Officer
Joe Worthington, Director of Communications
Canaccord Genuity (Nominated Adviser and Joint Broker) +44 (0)20 7523 8000
Henry Fitzgerald-O'Connor / Harry Pardoe
VSA Capital (AQSE Corporate Advisor, Financial Adviser and Joint Broker) +44 (0)20 3005 5000
Andrew Monk / Andrew Raca
Tavistock (Financial PR Advisor) +44 (0)20 7920 3150
Simon Hudson / Saskia Sizen / Adam Baynes invinity@tavistock.co.uk (mailto:invinity@tavistock.co.uk)
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.
Introduction & Expected Timetable
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 and
the notice of general meeting (the "Circular"). The Circular will contain
notice of an extraordinary general meeting ("Notice of General Meeting") which
is expected to be held on 22 May 2024 (the "General Meeting") to, inter alia,
approve the resolution required to implement the Fundraising (the
"Resolution").
Expected timetable of the Placing, Open Offer and Subscription
Record Date for entitlements under the Open Offer 30 April 2024
Announcement of the Fundraising 4.35 p.m. on 1 May 2024
Ex-entitlement date of the Open Offer 8.00 a.m. on 2 May 2024
Posting of the Circular, Proxy Form and, to Qualifying Non-Crest Shareholders, 3 May 2024
the Application Form
Open Offer Entitlements and Excess CREST Open Offer Entitlements credited to as soon as practicable after 8.00 a.m. on 7 May 2024
stock accounts in CREST of Qualifying CREST Shareholders
Latest recommended time and date for requesting withdrawal of CREST Open Offer 4.30 p.m. on 15 May 2024
Entitlements and Excess CREST Open Offer Entitlements
Latest time and date for depositing CREST Open Offer Entitlements and Excess 3.00 p.m. on 16 May 2024
CREST Open Offer Entitlements
Latest time and date for splitting of Application Forms under the Open Offer 3.00 p.m. on 17 May 2024
(to satisfy bona fide market claims only)
Latest time and date for receipt of Forms of Proxy and CREST voting 11.00 a.m. on 20 May 2024
instructions
Latest time and date for receipt of completed Application Forms and payment in 11.00 a.m. on 21 May 2024
full under the Open Offer and settlement of relevant CREST instructions (as
appropriate)
General Meeting 11.00 a.m. on 22 May 2024
Results of the General Meeting and the Open Offer announced 22 May 2024
Admission and dealings in the new Ordinary Shares expected to commence on AIM 8.00 a.m. on 24 May 2024
and AQSE Growth Market
Where applicable, expected date for CREST accounts to be credited in respect 24 May 2024
of the Placing Shares and Open Offer Shares
Where applicable, expected date for despatch of definitive share certificates within 14 days of Admission
for Placing Shares and Open Offer Shares in certificated form
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
Resolution at the General Meeting. The Subscription is also conditional on,
amongst other things, shareholder approval.
Summary Use of Proceeds
The Directors believe that the proceeds from the proposed Fundraising will
ensure the Company is fully funded to net cash generation. Additionally, the
Directors expect that a strengthened balance sheet combined with the
endorsement of new and existing partners will help unlock larger commercial
orders for Invinity's products.
The proceeds from the Subscription and the Placing are expected to be used as
follows:
· £29.6m to support the Company's working capital requirements;
· £18.0m invested into LDES projects in the UK utilising Invinity's
batteries;
· £2.0m to invest in plant and equipment at the Company's
manufacturing facilities in Scotland, UK; and
· £0.4m against the transaction expenses, expected to be approximately
£2.8m, the balance of which will be paid from existing cash reserves or the
proceeds of the Open Offer.
Further detail on use of proceeds is provided later in this Announcement. Open
Offer proceeds provide additional working capital to cover fees associated
with the Fundraising and will otherwise also be invested in LDES projects in
the UK.
Change of Domicile to the UK
The Board also wishes to state its intention to re-domicile the Company from
Jersey to the UK following the successful completion of the Fundraising and
aims to commence this process as soon as practical after the conclusion of the
Fundraising and release of the Company's audited financial statements for the
year ended 31 December 2023. It is expected that the re-domiciliation process
will be completed by the end of September 2024.
The Fundraising
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. The Placing is subject to the terms and conditions
set out in Appendix II to this Announcement. Canaccord Genuity Limited
("Canaccord Genuity") and VSA Capital Limited ("VSA Capital") are together
acting as joint bookrunners (the "Joint Bookrunners") in relation to the
Placing. The Bookbuild will be launched immediately following this
Announcement and will be closed at the discretion of the Joint Bookrunners (in
consultation with the Company).
The Fundraising is conditional upon shareholders approving the Resolution at
the General Meeting that will grant to the Directors the authority to allot
the new Ordinary Shares, for cash, on a non-pre-emptive basis. Admission is
expected to occur at 8.00 a.m. on 24 May 2024 or such later time and/or dates
as the Company, Canaccord Genuity and VSA Capital may agree (being in any
event no later than 28 June 2024).
Further Information:
· The Fundraising is 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 Resolution at the General Meeting not be passed and the
Fundraising not be completed, the proposed use of proceeds would not be
achievable and the Company would have to explore other funding alternatives to
support its immediate working capital requirements and to ensure it can
continue to trade as a going concern.
· Detailed terms and conditions of the Placing are contained within
this Announcement.
· The Placing and 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.
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, being the Subsequent Placing Shares at not less than the Issue Price,
in order to raise up to the maximum proceeds under the Open Offer (the
"Placing Option"). Any exercise of the Placing Option would be on
substantially the same terms as the Placing Agreement and the placing of any
Subsequent Placing Shares thereunder would be at not less than the Issue
Price. However, neither Canaccord Genuity nor VSA Capital is under any
obligation to exercise the Placing Option.
Background to and reasons for the Subscription, Placing and Open Offer
Invinity has successfully developed and commercialized its VS3 vanadium flow
battery product with more than 1,200 individual battery modules, containing
nearly 2,500 cell stacks, manufactured and sold around the world to date. In
the past 12 months the Company has successfully delivered on a number of its
corporate objectives. These include:
1) becoming the world's only Tier 1 non-lithium battery manufacturer and
securing a position as one of the world's leading vanadium flow battery
companies;
2) recognising significant and growing total income of at least £21.6m
for 2023, a 500% increase on prior year; and
3) growing a pipeline of confirmed commercial interest by 176%
year-on-year (when compared to the with total pipeline for May 2023) to more
than 6 GWh and announcing almost 100 MWh of projects to be fulfilled by
Invinity's next-generation product (code-named "Mistral") for delivery
starting late 2024.
These achievements signify important progress for the Company along the
pathway to profitability and Invinity is now ready to progress to the next
stage of its corporate journey, with the aim of achieving net cash generation
and building a self-sustaining, profitable business which returns significant
value to shareholders.
The Company believes Mistral will be key to this corporate transition. Jointly
developed since May 2021 alongside Gamesa Electric S.A.U. ("Gamesa"), a
wholly-owned subsidiary of Siemens Gamesa Renewable Energy, Mistral has been
successfully validated through in-house testing and remains on track for its
official launch later this year.
The Company believes strategic partnerships such as the one in place with
Gamesa are key to Invinity's future success. As was previously communicated to
shareholders, the conclusion of ongoing strategic partnership discussions has
been an important corporate priority in the past 12 months. The Company has
been extremely pleased with the level of interest shown by a number of
strategic investors, each of which conducted due diligence on Invinity ahead
of their proposed investment. The Company is delighted to have reached
agreement with UKIB and KIP Investment Entity who have agreed to invest a
total of £28m subject to certain conditions.
Strategic Investors
Details of each of the strategic investors and the nature of their respective
agreements with Invinity are summarised in Appendix 1 below. For further
information, please see the use of proceeds section later in this
Announcement.
UKIB is a British policy bank, wholly owned and backed by HM Treasury. UKIB
was launched in June 2021 and partners with the private sector and local
government to increase infrastructure investment in pursuit of two strategic
objectives: tackling climate change and supporting regional and local economic
growth. UKIB's investments must achieve one or both of its strategic
objectives, generate a positive financial return and demonstrate additionality
- focusing where there is an undersupply of private sector financing and
reducing barriers to investment - thereby mobilising private capital. The Bank
is based in Leeds and has £22bn of finance to deploy across the capital
structure, including loans, credit enhancement, equity investments and
guarantees.
UKIB has agreed to invest a total of £25m pursuant to the UKIB Subscription
Agreement, conditional on the proceeds of the Placing and funds raised from
other parties participating in the Subscription being at least the same
amount. As a result of the investment, UKIB will become a major shareholder in
the Company and will have the right to appoint a director to the Board
pursuant to the UKIB Relationship Agreement. Invinity's Board have also
provided an undertaking to UKIB that they will commence the process of
re-domiciling the Company to the UK following the conclusion of the
Fundraising. Further details of the UKIB Subscription Agreement and UKIB
Relationship Agreement are set out in Appendix I to this Announcement.
KIP is a venture capital and equity house which describes itself as "Asia's
leading venture capital and private equity house". Founded in 1986, KIP has 58
active funds and around 4.1 trillion Korean won (approximately £2.4bn) in
assets under management. Headquartered in Seoul, KIP is an affiliate of Korea
Investment Holdings, one of the top financial conglomerates in Korea.
KIP Investment Entity has agreed to invest £3m pursuant to the KIP
Subscription Agreement. Further details of the KIP Subscription Agreement are
set out in Appendix I to this Announcement.
In addition to the strategic investors announced above, the Company confirms
it is also reviewing a number of potential partnerships concerning vanadium
supply, Australian market development and U.S. supply chain.
The gross proceeds conditionally receivable by the Company pursuant to the
Placing will be a minimum of £22 million before expenses with the
Subscription providing a further £28 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 or take-up in full under the
Placing Option) will be approximately £6.6 million before expenses (being
less than the €8 million maximum amount permitted in a year without
requiring the publication by the Company of a prospectus under the Prospectus
Rules).
Use of Proceeds
The gross proceeds of the Subscription and the Placing total a minimum of
£50m. The Directors believe that both the capital injection and new strategic
relationships which would result from the Fundraising will unlock a
transformational next stage in Invinity's business by ensuring that the
Company:
- is fully funded to net cash generation;
- will further benefit from endorsement by new strategic investors;
- has a strengthened balance sheet that will support larger sales; and
- can further develop its licence and royalty model outside its core
markets.
The Company expects to invest the funds raised into the following key areas:
Investment to scale the business to support demand for Invinity's next
generation product
Invinity's next-generation Mistral product is on track for official commercial
launch later this year. Almost 100 MWh of Mistral launch projects have already
been announced, which once delivered, would more than double the number of
batteries manufactured and deployed by Invinity to date. Furthermore, Company
forecasts indicate that there is sufficient demand for the Mistral product to
support gigawatt-hours of future battery manufacturing. Consequently, scaling
operational capabilities to meet the expected step-change in demand is
considered to be an important priority by the Company.
The Company has already deployed resources into scaling up its manufacturing
capabilities over the past 12 months, including a significant expansion of
Invinity's manufacturing facility in Vancouver, Canada. The Directors intend
to deploy capital from the Fundraising to further expand manufacturing and
supply chain activities in the UK and North America in the near term.
In respect of the UK expansion, the Company will deploy up to £2m of the
funds received from UKIB to invest in plant and equipment at the Company's
manufacturing facilities in Scotland, UK.
In order to support the above activities, the Company will deploy £29.6m
towards supporting the Company's working capital requirements and ensuring
that the Company is fully funded to net cash generation.
Invinity also intends to deploy proceeds of £0.4m against the transaction
expenses, expected to be approximately £2.8m, the balance of which will be
paid from existing cash reserves or the proceeds of the Open Offer.
Investment into activities in the UK
£18m of the funds received from UKIB will be deployed by the Company into
LDES projects in the UK utilising Invinity's batteries. The Company plans to
take a minority , passive equity stake (or purchase and rent back the
electrolyte) in these projects, co-investing to enhance customer returns,
whilst unlocking significant revenue for Invinity in the form of
margin-generative product sales, helping the Company to establish a dominant
position as a leading LDES provider both in the UK and globally and generate
recurring cash inflows from a durable asset which could be sold and capital
recycled at a later date.
The Company sees significant opportunity in the UK market as battery
developers and project owners increasingly look towards new longer duration,
high-throughput battery business models which align closely with the strengths
of Invinity's technology. This viewpoint has been further supported by
positive policy developments in the UK including a proposal to introduce a cap
and floor mechanism for LDES announced in January 2024 and growing calls from
a wide range of stakeholders. This includes a report released by the House of
Lords Science and Technology Committee in March 2024, titled "Long-duration
energy storage: get on with it" which urges the UK Government to rapidly
implement appropriate support mechanisms to ensure LDES technologies such as
Invinity's can contribute to the UK's decarbonisation plan.
Invinity is targeting deployment of this ringfenced UK capital into c. 96 MWh
of projects which could correspond to c. £43m of sales revenue for Invinity.
This initial portfolio of projects being targeted by Invinity includes 2-3
Mistral projects and the previously announced LODES project which is expected
to be fulfilled by c. 26 MWh of VS3 batteries.
Proceeds from the Open Offer, net of fees incurred in connection with the
Subscription and Placing, will also be deployed into LDES projects in the UK
utilising Invinity's batteries.
Current Trading and Prospects
Invinity continues to trade in line with expectations and remains on track to
recognise at least £21.6m total income for 2023, a 500% increase on the prior
year. The Company has made material progress in a number of commercial and
operational areas since the beginning of 2024. The majority of the projects
that the Company expect to close during 2024 are timetabled to complete in the
second half of the year, and accordingly the Company expects 2024 revenues to
be significantly second-half weighted.
A copy of the Company's latest financial statements are available on the
Company's website at https://invinity.com/investors/
(https://invinity.com/investors/) .
Commercial
The Company's pipeline of commercial interest, detailed below, supports the
Company's near-term forecasts and ambitions and has increased in total size by
17% since last reported in November 2023 and 47% since September 2023. Live
opportunities within this pipeline include both large one-off projects with
end users and electricity generators as well as multi-site portfolio
opportunities with utility companies, multinational developers and government
entities. Projects in more than 15 countries are represented in the pipeline,
located across North America, UK & Europe, Australia and Asia.
Date Base Advanced Qualified Qualified
(MWh)
(MWh)
Near Term
Further Term (MWh)
(MWh)
22-Sep-2023 43.1 137.3 1,415.0 3,057.8
(HY23 Results)
30-Nov-2023 49.8 92.0 1,898.5 3,790.7
(Year End Business Update)
25-Apr-2024 49.8 432.0 1,943.4 4,391.8
(Current Trading)
% change vs. HY23 +16% +215% +37% +44%
Next Generation Product Development
Invinity remains on track to officially launch its next-generation Mistral VFB
later this year and has hit a number of key milestones along the development
pathway in previous months. As announced on 26 February 2024, the Company has
now completed initial performance testing of the first operating Mistral
prototype. The results of this testing successfully verified Mistral's
fundamental performance targets and operating parameters. This significant
development milestone has enabled Invinity's team to conclude the development
of the production tooling, processes and procedures and initiate the pilot
manufacturing phase of the programme.
Outlook and Strategy
McKinsey estimates that the global LDES market could potentially grow to over
$1 trillion by 2040, presenting the Company with a significant opportunity to
capture an increasing share of a growing market. To address this opportunity
and succeed in its corporate objectives, the Group must continue to advance
many areas where it has already deployed capital: expand global manufacturing
and supply chain capability, increase commercial engagement, and strengthen
product development, project management, quality systems, supply chain,
manufacturing operations, customer solutions, and logistics.
Invinity is pursuing a two-part market-engagement strategy that relies on
partners for regionally-appropriate functions and capabilities, thereby
reducing capital requirements and accelerating the schedule required to
achieve progress in the essential areas listed above. In the core markets of
the UK and North America, the Group intends to work with partners to offer a
full set of capabilities, including commercial engagement, product delivery,
and after-sales support, whereas outside the core markets Invinity will focus
on identifying, engaging with, and supporting partners capable of providing
the entire set of services the Company provides directly in North America and
the UK.
The Company's capex-light manufacturing strategy also relies on partners
except for production of Invinity's cell stack which is currently produced by
the Group in leased facilities in Bathgate, UK, and Vancouver, Canada.
Invinity has expanded its manufacturing capabilities through the transition to
a larger manufacturing partner, Baojia, who is an existing strategic investor
in Invinity. Baojia is 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 growing demand.
Outside of the core markets of UK and North America, the Company's
manufacturing strategy is based on a licence and royalty model that leverages
the capabilities of Invinity's market-engagement partners. When appropriate,
Invinity grants its partner a licence to assemble the Company's batteries in
region, reducing working-capital requirements by providing direct access to
the Company's supply chain and generating gross margin for the Company in the
form of royalty payments made by the partner to Invinity. The Company supplies
the required cell stacks, manufacturing them at its own facilities, thereby
retaining and protecting this core intellectual property ("IP"). A prominent
example of the successful implementation of this model can be seen in Taiwan
where Invinity signed a strategic manufacturing agreement with the Company's
strategic partner Everdura, announced 26 February 2024.
Through the strategy outlined above, Invinity intends to achieve the following
financial targets in the near term and achieve net cash generation in the next
two years.
· Drive cost of storage down
o Mistral is forecast to achieve a 46% reduction in levelised cost at launch
vs the VS3 with an ultimate target of at least -60%
· Drive margins up
o Reduced manufacturing costs allow Invinity to achieve industry standard
margins or better with Mistral
· Drive sales up
o Near-term focus on progressing deals contained within the Base and
Advanced section of Invinity's pipeline
· Improve cash profile of sales
o Utilise working capital facilities and structure deposits and progress
payments to reduce impact of sales driven cash volatility
· Reduce operational costs
o Reduce operating expenditure as a percentage of revenue as the business
scales
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 already
providing that alternative. The VS3 uses VFB technology that has been
developed over more than 15 years, utilising over £60 million of investment
to date. The relative maturity of the Company's technology and Invinity's
ability to deliver is also well documented with 75 MWh of batteries either
already deployed or contracted for delivery across 82 projects in 15 countries
on five continents. 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 VFB
Safe Prone to catching fire - difficult to put out. No fire risk - the electrolyte is an aqueous (water-based) solution
Long life Degrades with use - five to seven years of daily cycling. Unlimited cycles - over 20 years of continuous operation.
Economical Lower upfront capital cost, but higher per MWh over life on a Levelised Cost Low cost per MWh over life (LCOS).
of Storage ("LCOS") basis.
Proven Many installations at utility scale around the globe. Invinity's first grid-connected installations operational.
APPENDIX 1
MATERIAL CONTRACTS RELATING TO THE SUBCRIPTION
UKIB Subscription Agreement
UKIB has conditionally agreed to subscribe for 108,695,652 new Ordinary Shares
at the Issue Price pursuant to the UKIB Subscription Agreement dated 1 May
2024. The UKIB Subscription Shares will, when issued, rank pari passu with the
Existing Ordinary Shares, including the right to receive all dividends and
other distributions declared, made or paid in respect of Ordinary Shares after
Admission. Completion of the UKIB Subscription is conditional on, inter alia,
Invinity entering into legally binding agreements in relation to any funds
raised from other investors (through the issue of new Ordinary Shares)
totalling at least the same amount as the UKIB Subscription, and the passing
of the Resolution at the General Meeting. The Fundraising is also conditional
on completion of the UKIB Subscription.
Subject to the satisfaction of the UKIB Subscription conditions, Invinity will
procure the Board to appoint: (a) a director nominated by UKIB (subject to
confirmation from the Nominated Adviser that due diligence checks and
assessment on the candidate have been completed to its satisfaction as
required under the AIM Rules); and (b) a representative nominated by UKIB as a
Board observer. More information on the role of the Board observer will be
detailed in the Circular.
Under the UKIB Subscription Agreement, the proceeds of the UKIB Subscription
can only be applied in a certain specified manner - being: (a) £18.0m to make
equity investments in energy storage projects in the UK which incorporate the
Company's vanadium flow batteries or to fund the purchase of vanadium
electrolyte to be leased by the Company for use in the projects and subject to
a rental agreement with the owner(s) of the projects; (b) £4.6m to support
working capital costs incurred in the UK; (c) up to £2.0m to invest in UK
plant and equipment at the Company's manufacturing sites; and (d) up to £0.4m
for fees incurred in connection with the Fundraising.
Invinity will apply the £0.4m proceeds allocated for fees incurred in
connection with the Fundraising to pay, in part, the following plus any
applicable VAT: (a) the costs and expenses properly and reasonably incurred by
UKIB in connection with the UKIB Subscription Agreement, the UKIB Relationship
Agreement and the Fundraising generally, up to a maximum amount of £0.5m; and
(b) where UKIB nominates an external candidate to be its nominated director,
the fees, costs and expenses properly and reasonably incurred by or on behalf
of UKIB in recruiting such external candidate (collectively, the "UKIB
Costs"). The UKIB Costs shall be payable by the Company: (i) where Admission
takes place, within 10 business days; or (ii) where the UKIB Subscription
Agreement terminates prior to Admission (other than where such termination is
due to the gross negligence, wilful default or fraud of UKIB), within 3 months
- in each case, following receipt by the Company of a relevant invoice for
such UKIB Costs from UKIB.
The Company will establish an investment committee as a committee of the
Board, which shall consider and recommend (where appropriate) proposed
investments to be made by the Company in accordance with any reasonable
standards mutually agreed between the Company and UKIB. Such committee will
comprise a nominee director of UKIB, the chairman of the Board and one
executive director.
The UKIB Subscription Agreement contains customary warranties from the Company
in favour of UKIB in relation to, inter alia, the accuracy of the information:
(a) contained in the Circular and other documents or announcements issued by
the Company pursuant to any regulatory obligation; and (b) relating to other
matters relating to the Group and its business.
KIP Subscription Agreement
KIP Investment Entity has conditionally agreed to subscribe for 13,043,478 new
Ordinary Shares at the Issue Price pursuant to the KIP Subscription Agreement
dated 1 May 2024. The KIP Subscription Shares will, when issued, rank pari
passu with the Existing Ordinary Shares, including the right to receive all
dividends and other distributions declared, made or paid in respect of
Ordinary Shares after Admission. Completion of the KIP Subscription is
conditional on, inter alia, the Fundraising receiving contractual commitments
of no less than £40m (of which no less than £7m being committed by a
substantial shareholder of the Company) and the passing of the Resolution at
the General Meeting. The Fundraising is also conditional on completion of the
KIP Subscription.
UKIB Relationship Agreement
Following Admission, UKIB may hold more than 25 per cent. of the Enlarged
Share Capital, subject to funds raised via the Placing and the Open Offer.
Pursuant to the UKIB Relationship Agreement, which will be effective from
Admission, for so long as: (a) the Ordinary Shares are admitted to trading on
AIM; (b) UKIB (either alone or together with any member of its group) is
interested in the voting rights (attached to the Ordinary Shares) representing
10 per cent. or more of the rights to vote at a general meeting of the
Company; and (c) UKIB has not given notice to terminate the UKIB Relationship
Agreement as a result of a material breach by the Company, UKIB has agreed
(amongst other things) that: (i) the Group will be managed independently of
UKIB and any member of UKIB's group; (ii) all transactions and relationships
between any member of the Group and UKIB will be on an arm's length basis; and
(iii) the remuneration committee, nomination committee, audit and risk
committee and any other corporate governance Board committee established by
the Board from time to time shall be comprised of at least a majority of
independent directors (including the director nominated in accordance with the
UKIB Relationship Agreement).
In addition, for so long as UKIB (individually or together with any member of
its group) is interested in voting rights representing 10 per cent. or more of
the rights to vote at a general meeting of the Company, UKIB will be entitled
to nominate one director for appointment to the Board and may require such
nominated director's removal from the Board by giving notice in writing (in
which case, UKIB will also be entitled to appoint a replacement nominated
director). Further, for so long as UKIB (individually or together with any
member of its group) is interested in voting rights representing 5 per cent.
or more of the rights to vote at a general meeting of the Company, it shall
have the right to appoint (and to remove and replace) a representative to
attend any meeting of the Board or Board committee (including the investment
committee established pursuant to the UKIB Subscription Agreement and/or the
UKIB Relationship Agreement) as an observer, and this right to appoint a Board
observer will survive termination of the UKIB Relationship Agreement.
The UKIB Relationship Agreement also acknowledges that UKIB may seek to exit
its investment under the UKIB Subscription Agreement, which may be by way of a
bilateral or brokered sale of some or all of its Ordinary Shares to third
parties or by way of a sale made in connection with an issue of Ordinary
Shares by the Company. Should UKIB make any reasonable request for support and
assistance in connection with its exit at any time after the third anniversary
of the UKIB Relationship Agreement, the Company agrees to consider any such
reasonable request and provide such support and assistance (including to any
prospective purchaser(s) of Ordinary Shares from UKIB).
APPENDIX 2
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT NOTICES
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING.
THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX 2 (AND TOGETHER WITH APPENDIX 1,
THE "ANNOUNCEMENT"), AND THE INFORMATION IN IT IS RESTRICTED AND IS NOT FOR
PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN
PART, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA,
JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO
MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING AND NO
PUBLIC OFFERING OF THE PLACING SHARES WILL BE MADE. THIS ANNOUNCEMENT AND THE
TERMS AND CONDITIONS SET OUT AND REFERRED TO IN IT ARE DIRECTED ONLY AT
PERSONS SELECTED BY CANACCORD GENUITY LIMITED ("CANACCORD GENUITY") AND/OR VSA
CAPITAL LIMITED ("VSA CAPITAL") WHO ARE PERSONS WHOSE ORDINARY ACTIVITIES
INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS
PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE (A) PERSONS
IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ("EEA") WHO ARE QUALIFIED
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 AMENDED 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 AMENDED (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, INCLUDING (WITHOUT LIMITATION)
AUSTRALIA, NEW ZEALAND, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA AND THE
UNITED STATES OF AMERICA ("RESTRICTED JURISDICTION"). THIS ANNOUNCEMENT DOES
NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN
THE COMPANY.
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 AMENDED, (THE "US 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 Financial
Markets Authority of New Zealand 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, 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 Australia, New Zealand, 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, 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 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 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, 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 not owed 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
2 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 the
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 this
Appendix 2. 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 AIM and the AQSE Growth Market.
In this Appendix 2, 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 £22 million in gross
proceeds. The Placing is not being underwritten by Canaccord Genuity, VSA
Capital, or any other person.
The Placing and Open Offer are conditional on the Subscription, and the
Subscription is conditional on the Placing. It is intended that Admission of
all of the Fundraising Shares will occur at the same time.
The Placing Shares and any Subsequent Placing Shares are expected to be issued
on 24 May 2024 (or such later date as the Joint Bookrunners and the Company
may agree, being not later than 8.00 a.m. on 28 June 2024). The issue of the
Placing Shares and any Subsequent Placing Shares is conditional on the passing
at the General Meeting of the 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 Shares will trade on AIM and the AQSE Growth Market under IES with
ISIN JE00BLR94N79.
In addition, and as described elsewhere in this Announcement, the Company is
undertaking the Subscription and the Open Offer.
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 and any Subsequent Placing Shares will commence on 24 May 2024
(or such later date as the Joint Bookrunners and the Company may agree, being
not later than 8.00 a.m. on 28 June 2024), subject to the passing of the
Resolution which is set out within the Notice of General Meeting.
Placing
This Appendix 2 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 (as defined in paragraph 12 of
this section headed "Placing" in this Appendix 2) are entitled to participate
in the Placing as principal.
3. The price per Placing Share (the "Issue Price") is a fixed price of
£0.23 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 2 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.
6. Each Placee's allocation and commitment to subscribe for the Placing
Shares will be made on the terms and subject to the conditions in this
Appendix 2 and in accordance with the Company's articles of association, 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 2 shall be effective to limit or exclude any liability for fraud
or which, by law or regulation, cannot otherwise be so limited or excluded.
13. The Placing is conditional on the Subscription. It is intended that
Admission of all of the Fundraising Shares will occur at the same time.
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 1 May 2024
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 3 May 2024 or such
later time and/or date agreed between the Company and the Joint Bookrunners;
5. the passing at the General Meeting of the Resolution by the requisite
majority under the Jersey Companies Act and such 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 21 May 2024 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, and the allotment of the Open Offer
Shares, Subscription Shares, 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 24 May 2024 (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;
18. the Brokers (acting reasonably) being satisfied that, at least one
Business Day prior to the intended date for Admission, the Company has
received, in immediately available cleared funds free from encumbrances, all
sums payable to it pursuant to the Subscription Agreements;
19. between execution of the Placing Agreement and immediately prior to
Admission, each of the Subscription Agreements being valid, subsisting, in
full force and effect, free from encumbrances, and all conditions applicable
to either of the Subscription Agreements that are required to have been
fulfilled as at immediately prior to Admission (other than the occurrence of
Admission) having been fulfilled and, as at immediately prior to Admission,
there not having been or occurred any event that constitutes a default under
either of the Subscription Agreements, each of the Subscription Agreements not
having been lapsed or been breached, amended or terminated by any of the
parties thereto and there being no event in existence which could provide a
right of termination, rescission or nullification of either of the
Subscription Agreements; and
20. 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 (acting 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 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 the
Company's 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. any 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; or
8. there has been a material breach of any of the warranties,
undertakings, indemnities, covenants, agreements or other obligations on the
part of any party to either of the Subscription Agreements, or any matter,
fact, circumstance or event has arisen or occurred after entry into the
Subscription Agreements which, had it arisen or occurred prior to entry into
either of the Subscription Agreements, would constitute such a breach or any
party to either of the Subscription Agreements would become entitled to
terminate or rescind either of the Subscription Agreements;
9. either of the Subscription Agreements is terminated or rescinded, or is
otherwise not capable of being completed;
10. either of the Subscription Agreements ceases to be valid, subsisting, in
full force and effect and free from encumbrances, rights of pre-emption and
all other third party rights; or
11. any condition applicable to either of the Subscription Agreements that is
required to have been complied with or fulfilled has not been complied with or
fulfilled;
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 2) 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: 2 May 2024
Expected Settlement Date: 24 May 2024
ISIN code for the Placing Shares: JE00BLR94N79
Deadline for Placee to input instruction into CREST: 22 May 2024
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 2) 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 2) 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 Ordinary Shares are 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 US Securities Act or under the
securities laws of any state or other jurisdiction of the United States and
have been or will only be acquired in "offshore transactions" as defined in
and pursuant to Regulation S under the US Securities Act or in transactions
exempt from or not subject to the registration requirements of the US
Securities Act;
12. 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 US Securities
Act;
13. understands that upon the initial issuance of, and until such time as the
same is no longer required under the US 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;
14. 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;
15. 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 (acting as principal or in circumstances to which section
86(2) of FSMA applies), 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 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;
17. 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;
18. 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;
19. 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;
20. 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;
21. 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;
22. 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;
23. 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;
24. if it has received any confidential price sensitive information about the
Company in advance of the Placing, 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;
25. 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;
26. 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;
27. 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;
28. 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;
29. 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;
30. 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;
31. 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;
32. 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 2);
33. 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);
34. 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;
35. 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;
36. 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;
37. 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);
38. 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
39. 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 its
Appendices), unless the context requires otherwise:
"£", "pounds sterling", "pence" or "p" are references to the lawful currency
of the United Kingdom;
"€" or "Euros" are references to a lawful currency of the European Union;
"Admission" means the admission of the Fundraising 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 the AIM 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;
"Announcement" means this announcement (including its appendices);
"Applications" means 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(s)" means 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 Subscription, the Placing and the Open Offer and containing the Notice of
General Meeting;
"Company" or "Invinity" 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)" or "Board" means the directors of the Company;
"Enlarged Share Capital" means the issued Ordinary Shares immediately
following Admission;
"Euroclear" means Euroclear UK and International Limited;
"Excess Application Facility" means 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" means the 191,067,307 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 Subscription, the Placing and the Open Offer;
"Fundraising Shares" means the Subscription Shares, the Placing
Shares and the Open Offer Shares;
"General Meeting" means the extraordinary general meeting of the Company to be
convened by the Notice of General Meeting
"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";
"KIP Investment Entity" means KIP RE-UP II Fund, a fund incorporated and
registered in the Republic of Korea with registration number 121-80-21925 - of
which KIP is the general partner;
"KIP Subscription" means the conditional subscription by KIP Investment Entity
at the Issue Price in accordance with the KIP Subscription Agreement to raise
approximately £3 million before expenses;
"KIP Subscription Agreement" means the subscription agreement dated 1 May 2024
between the Company and KIP Investment Entity relating to the KIP
Subscription;
"KIP Subscription Shares" means up to 13,043,478 new Ordinary Shares to be
issued by the Company pursuant to the KIP Subscription;
"London Stock Exchange" means London Stock Exchange plc;
"Long Stop Date" means 28 June 2024;
"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;
"Nominated Adviser" means Canaccord Genuity;
"Notice of General Meeting" means the notice convening the General Meeting,
which is set out at the end of the Circular;
"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 28,660,096 new Ordinary Shares to be issued by
the Company pursuant to the Open Offer;
"Ordinary Shares" means the ordinary shares of €0.01 each in the capital of
the Company;
"Overseas Shareholders" means Shareholders with a registered address outside
the United Kingdom;
"Placee" has the meaning given in this Appendix 2;
"Placing" means the 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 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 1 May 2024;
"Placing Documents" means together the Announcement, the Circular, the
Presentation, the Contract Notes and the Placing Agreement;
"Placing Option" means in the event that the Open Offer is not fully
subscribed, any placing with institutional and other investors of the
Subsequent Placing Shares by the Joint Bookrunners, pursuant to the Placing
Agreement, conditional on, amongst other things, the passing of the Resolution
by the requisite majority and Admission occurring, at not less than the Issue
Price, in order to raise up to the maximum proceeds under the Open Offer;
"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;
"Prospectus Rules" means the prospectus regulation rules made by the FCA
pursuant to section 73A of the FSMA;
"Proxy Form" or "Form of Proxy" means the form of proxy for use in connection
with the General Meeting;
"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;
"Qualifying Shareholders" means 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;
"Record Date" means 30 April 2024;
"Registrars" means the Company's registrars being Computershare Investor
Services (Jersey) Limited of 13 Castle Street, St. Helier, Jersey, JE1 1ES;
"Regulation S" means 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;
"Resolution" means the special resolution as set out in the Notice of the
General Meeting (subject to any amendments which may be agreed between the
Company and the Joint Bookrunners);
"Restricted Jurisdiction" has the meaning given in this Announcement;
"Second Announcement" means the announcement by the Company to be made
following the completion of the Bookbuild setting out the number of Placing
Shares;
"Subscribers" means UKIB and KIP Investment Entity, being the subscribers for
the Subscription Shares;
"Subscription" means the proposed subscription by the Subscribers for Ordinary
Shares at the Issue Price to raise up to £28 million;
"Subscription Agreements" means the agreements between the Company and the
Subscribers relating to the Subscription;
"Subscription Shares" means the 121,739,130 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 pursuant to the
Placing Option, conditional on, amongst other things, the passing of the
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;
"UKIB" means UK Infrastructure Bank Limited, a private limited company
registered in England and Wales, registration number 06816271, that is wholly
owned by HM Treasury;
"UKIB Relationship Agreement" means the relationship agreement dated 1 May
2024 between the Company and UKIB;
"UKIB Subscription" means the conditional subscription by UKIB at the Issue
Price in accordance with the UKIB Subscription Agreement to raise
approximately £25 million before expenses;
"UKIB Subscription Agreement" means the agreement dated 1 May 2024 between the
Company and UKIB relating to the UKIB Subscription;
"UKIB Subscription Shares" means up to 108,695,652 new Ordinary Shares to be
issued by the Company pursuant to the UKIB Subscription;
"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" means the US Securities Act 1933; and
"Warranties" means the warranties contained in the Placing Agreement.
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