Last checked at 4 Nov 2022 07:00
4 November 2022
Invinity Energy Systems plc
("Invinity" or the "Company")
Proposed Capital Reorganisation and Notice of EGM
Invinity Energy Systems plc (AIM: IES) (AQSE: IES) (OTCQX: IESVF), a leading global manufacturer of utility-grade energy storage, announces it will be posting a Circular to shareholders including a Form of Proxy today setting out details of a proposed Capital Reorganisation, approval for which will be sought at an Extraordinary General Meeting ("EGM") to be held at the offices of the Company at Suite 4.12 Clerkenwell Workshops, 27-31 Clerkenwell Close, London EC1R 0AT at 3.00 p.m. on 22 November 2022.
A copy of the Circular and Form of Proxy will shortly be available from the Shareholder Documents section of the Company's investor portal https://invinity.com/investors/shareholder-documents/. Capitalised terms in this announcement have the same meaning as in the Circular.
Please note that only formal business will be conducted during the meeting and there will be no presentations given by management.
Due to capacity constraints, shareholders wishing to attend the EGM are requested to RSVP via ir@invinity.com no later than 9.00 a.m. on 21 November 2022, being the day prior to the meeting.
Voting
Shareholders are strongly encouraged to appoint the Chairman of the EGM as their proxy so that their vote will be counted if ultimately they (or any other proxy they might otherwise appoint) are not able to attend. Note that submitting a proxy will not preclude shareholders from attending and voting at the EGM in person if they wish to do so.
Completed forms of proxy must be scanned and emailed to #UKCSBRS.ExternalProxyQueries@computershare.co.uk or submitted via post. Completed proxies must be received by the registrar no later than 3.00 p.m. on 18 November 2022 in order to be valid.
For assistance in submitting forms of proxy please email ir@invinity.com.
Background to and reasons for the Capital Reorganisation
Invinity was formed from the merger of redT Energy plc and Avalon Battery Corporation in 2020. Prior to this merger, certain employees of Avalon held options over ordinary shares in Avalon and, upon the merger concluding, were entitled to corresponding options in Invinity at an exercise price calculated based on their existing options in Avalon. In some circumstances, the exercise price for these replacement options is below the €0.50 nominal value of an Invinity Share.
Under Jersey company law, companies registered in Jersey are permitted to issue shares at a discount to nominal or par value of their shares, unlike companies registered in England and Wales, where English company law prohibits such companies from doing so.
However, whilst Invinity is subject to Jersey company law and therefore could issue shares at a discount to nominal or par value of their shares, its Shares are admitted to trading on AIM and AQUIS and the AIM Rules and AQSE Rules require that all of a company's shares that are admitted to trading are equal in all respects. This effectively precludes Invinity issuing shares pursuant to the options at a discount to nominal or par value of those shares as these would be on different terms to the Existing Ordinary Shares that have been issued fully paid.
Therefore, in order to ensure that the Company can satisfy its obligation to issue shares as a result of valid option exercises as described above, the Directors are proposing the Capital Reorganisation. This would also allow the Company to issue Shares in the ordinary course of business below the current €0.50 nominal value for other purposes, subject to the necessary shareholder authorities. The Directors therefore propose to effect the Capital Reorganisation on the following basis:
· each of the Existing Ordinary Shares of €0.50 each will be subdivided into and reclassified as one New Ordinary Share and one Deferred A Share;
· each New Ordinary Share is a share in the capital of the Company with a nominal value of €0.01 each and having those rights set out in the New Articles (and defined below);
· each Deferred A Share is a deferred share in the capital of the Company with a nominal value of €0.49 each and having those rights set out in the New Articles (and defined below); and
· adoption of amended memorandum and articles (the "New Articles").
The New Articles
The Company's current articles of association were adopted by the Company on 27 October 2021 (the "Articles"). The proposed Capital Reorganisation will necessitate certain alterations to the Articles and to the Company's memorandum of Association. Adoption of the New Articles forms part of the Resolutions and the alterations, including establishing the Deferred A Shares and setting out the limited rights proposed for the Deferred A Shares, are reflected in the draft New Articles.
The New Ordinary Shares created upon implementation of the Capital Reorganisation will have the same rights as the Existing Ordinary Shares including voting, dividend, return of capital and other rights.
The Deferred A Shares will not have any voting rights and will not carry any entitlement to attend general meetings of the Company; nor will they be admitted to trading on AIM or any other market. They will carry only a priority right to participate in any return of capital to the extent of €1 in aggregate over the class. In addition, they will carry only a priority right to participate in any dividend or other distribution to the extent of €1 in aggregate over the class. In each case a payment to any one holder of Deferred A Shares shall satisfy the payment required.
The Company will be authorised at any time to effect a transfer of the Deferred A Shares without reference to the holders thereof and for no consideration pursuant to and in accordance with the Companies Law. Accordingly, the Deferred A Shares will, for all practical purposes, be valueless and it is the Board's intention, at an appropriate time, to have the Deferred A Shares cancelled in accordance with the Companies Law.
The draft New Articles proposed, along with a set highlighting the alterations and comparing the new draft with the Articles, are available for inspection by Shareholders until the conclusion of the Extraordinary General Meeting on the Company's website, http://www.invinity.com/shareholder-documents/.
Effects of the Capital Reorganisation
For purely illustrative purposes, examples of the effects of the proposed Capital Reorganisation (should it be approved by Shareholders) are set out below:
Number of Existing Ordinary Shares held by a Shareholder prior to the Capital Reorganisation | Number of New Ordinary Shares following the Capital Reorganisation | Number of Deferred A Shares following the Capital Reorganisation |
99 | 99 | 99 |
100 | 100 | 100 |
1,000 | 1,000 | 1,000 |
Admission of the New Ordinary Shares
Application will be made for the New Ordinary Shares to be admitted to trading on AIM and AQUIS in place of the Existing Ordinary Shares. It is expected that Admission will become effective and that dealings in the New Ordinary Shares will commence on 23 November 2022.
The ISIN in respect of the Existing Ordinary Shares will remain unchanged in respect of the New Ordinary Shares.
Following the Capital Reorganisation, existing share certificates will continue to be valid. No share certificates will be issued in respect of the Deferred A Shares.
Expected timetable of principal events
Latest time and date for receipt of forms of Proxy | 3.00 p.m. on 18 November 2022 |
Extraordinary General Meeting | 3.00 p.m. on 22 November 2022 |
Announcement of results of Extraordinary General Meeting | 22 November 2022 |
Record date for Capital Reorganisation | 6.00 p.m. on 22 November 2022 |
Effective time and date of Capital Reorganisation | 6.00 p.m. on 22 November 2022 |
Expected date of admission of New Ordinary Shares to AIM and to AQUIS | 23 November 2022 |
Expected date CREST accounts to be credited with New Ordinary Shares in uncertificated form | 23 November 2022 |
Enquiries:
Invinity Energy Systems plc | +44 (0)204 551 0361 |
Jonathan Marren, Chief Development Officer and Interim CFO Joe Worthington, Director of Communications | |
Canaccord Genuity (Nominated Adviser and Joint Broker) | +44 (0)20 7523 8000 |
Henry Fitzgerald-O'Connor / Gordon Hamilton | |
VSA Capital (Financial Adviser and Joint Broker) | +44 (0)20 3005 5000 |
Andrew Monk / Simon Barton | |
EAS Advisors LLC (US Corporate Advisor) | +1 (646) 495 2225 |
Matthew Bonner / Chris Chesworth | |
Notes to Editors
Invinity Energy Systems plc (AIM: IES) (AQSE: IES) (OTCQX: IESVF) manufactures vanadium flow batteries for large-scale, high-throughput energy storage requirements of business, industry and electrical networks.
Invinity's factory-built flow batteries run continually with no degradation for over 25 years, making them suitable for the most demanding applications in renewable energy production. Energy storage systems based on Invinity's batteries are safe, reliable, and economical, and range in size from less than 250 kilowatt-hours to tens of megawatt-hours.
Invinity was created in April 2020 through the merger of two flow battery industry leaders: redT energy plc and Avalon Battery Corporation. With over 33 MWh of systems deployed to date across more than 50 sites in 15 countries, Invinity is active in all major global energy storage markets and has operations in the UK, Canada, USA, China and Australia. Invinity Energy Systems plc is listed on the AIM Market of the London Stock Exchange and on the Aquis Stock Exchange (AQSE). The Company trades in the USA on OTCQX Best Market under the symbol "IESVF".
To find out more, visit invinity.com or call Investor Relations on +44 (0)204 551 0361.