Last checked at 23 Feb 2023 09:25
The information contained within this Announcement is deemed by Invinity Energy Systems plc to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014 as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018 ("MAR").
23 February 2023
Invinity Energy Systems plc
("Invinity" or the "Company")
Result of Placing
Placing and Subscription for aggregate of £21.5m
Further to the announcement on 22 February 2023, Invinity Energy Systems plc (AIM: IES) (AQSE: IES) (OTCQX: IESVF), a leading global manufacturer of utility-grade energy storage, is pleased to announce the results of the Placing.
The Company has conditionally raised gross proceeds of £19 million through the Placing of 59,375,000 new Ordinary Shares at the Issue Price of 32 pence per new Ordinary Share. The Issue Price of 32 pence represents a discount of 13.51 per cent. to the closing middle market price of 37 pence per ordinary share on 22 February 2023.
The Subscription has conditionally raised £2.5 million through the subscription of 7,812,500* new Ordinary Shares at the Issue Price. Accordingly, the Placing and Subscription have conditionally raised in aggregate £21.5 million before expenses. Canaccord Genuity and VSA Capital acted as Joint Bookrunners in respect of the Placing.
Further to this morning's announcement, the Placing was oversubscribed and the Company, having taken into account the strong support received from existing and new investors, decided to increase the size of the Placing. The additional funds raised in the Placing, along with the Subscription and any proceeds of the Open Offer, will be used to further positively support the Company's development and commercial activities, particularly in respect of the Mistral programme.
The Placing is conditional upon, inter alia, shareholders approving the Fundraising Resolution at the General Meeting that will grant to the Directors the authority to allot the Placing Shares for cash on a non-pre-emptive basis. Admission of the Placing Shares is expected to occur at 8.00 a.m. on 16 March 2023 or such later time and/or dates as the Company, Canaccord Genuity and VSA Capital may agree (being in any event no later than 30 April 2023).
The Subscription is also conditional on shareholder approval and on the Subscriber receiving the Approvals.
Director Participation
The Company confirms the participation in the Placing by the following directors:
Director | Number of Ordinary Shares held before the Placing | Number of Placing Shares being subscribed for | Resultant shareholding after the Placing |
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Neil O'Brien | 87,500 | 78,125 | 165,625 | |
Larry Zulch | 2,258,949 | 31,250 | 2,290,199 | |
Matt Harper | 1,597,845 | 15,625 | 1,613,470 | |
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Jonathan Marren intends to apply for Open Offer Entitlements and Excess Open Offer Entitlements representing an aggregate value of £20,000. A further update on his participation will be provided on completion of the Open Offer.
Related Party Transaction
The issue of 14,568,495 Placing Shares to Schroder Investment Management, a substantial shareholder of the Company, constitutes a related party transaction under the AIM Rules and the AQSE Apex Rulebook. The Directors consider, having consulted with Canaccord Genuity, acting in its capacity as the Company's Nominated Adviser, and VSA Capital, acting as the Company's AQSE Corporate Adviser, that the terms of such placing are fair and reasonable insofar as the Company's shareholders are concerned.
Open Offer
Further to yesterday's announcement and given the successful closing of the Bookbuild, the Company confirms its intention to raise up to approximately £4 million by the issue of up to 12,528,355* Open Offer Shares at the Issue Price, payable in full on acceptance.
The Open Offer will include an Excess Application Facility to enable Qualifying Shareholders to apply for additional New Ordinary Shares in excess of their entitlements under the Open Offer.
Qualifying Shareholders may apply for Open Offer Shares under the Open Offer at the Issue Price pro rata to their holdings of Ordinary Shares on the Record Date on the basis of:
2 Open Offer Shares for every 19 Existing Ordinary Shares held
Subject to availability, the Excess Application Facility enables Qualifying Shareholders to apply for additional Open Offer Shares in excess of their Open Offer Entitlement, up to the maximum number of Open Offer Shares available less their Open Offer Entitlement.
Applicants can apply for less or more than their entitlements under the Open Offer, but the Company cannot guarantee that any application under the Excess Application Facility will be satisfied, as this will depend, in part, on the extent to which other Qualifying Shareholders apply for less than or more than their own Open Offer Entitlements. The Open Offer is conditional on admission of the Open Offer Shares to trading on AIM and AQSE becoming effective and the Placing Agreement having become unconditional.
Posting of Circular and Notice of General Meeting
Completion of the Fundraising is conditional, inter alia, upon the passing of the Fundraising Resolution by the Company's shareholders at a General Meeting to be held on 15 March 2023, notice of which will be set out in the Circular. The Subscription is also conditional on shareholder approval and on the Subscriber receiving the Approvals. The Circular also contains, inter alia, the full terms and conditions of the Open Offer, a letter from Neil O'Brien, Non-Executive Chairman of Invinity, explaining the Open Offer and providing Directors' recommendation in respect of the Resolutions and includes an expected timetable of principal events. The Circular is expected to be dispatched to Shareholders tomorrow together, where relevant, with an Application Form for the Open Offer and a form of proxy for the General Meeting. Once posted, the Circular will become available on the Company's website at https://invinity.com/investors/shareholder-documents/.
Due to capacity constraints, shareholders wishing to attend the General Meeting are requested to RSVP via ir@invinity.com no later than 9.00 a.m. on 14 March 2023, being the day prior to the meeting.
The Placing and Open Offer is not conditional on the Subscription Approvals being granted or the Subscription otherwise completing.
Other than where defined, capitalised terms used in this announcement have the meanings given to them in the Announcement released by the Company at 5pm (London time) on 22 February 2023.
\* This corrects the number given in the Placing, Open Offer & Strategic Investment announcement released 5pm (UK Time) on 22 February 2023.
Larry Zulch, CEO of Invinity Energy Systems plc said:
"We are delighted to have received this level of backing from new and existing institutional investors in support of our mission to provide the energy storage required for the global energy transition. The capital raised will support the expansion of our activities in line with significant and growing demand for our products. On behalf of the entire Invinity team, we are grateful to our shareholder base for their continued support and look forward to growing the scope and scale of Invinity's activities in the years to come."
Enquiries:
Invinity Energy Systems plc | +44 (0)204 551 0361 |
Jonathan Marren, Chief Development Officer and Interim CFO Joe Worthington, Director of Communications | |
Canaccord Genuity (Nominated Adviser and Joint Bookrunner) | +44 (0)20 7523 8000 |
Henry Fitzgerald-O'Connor / Harry Pardoe / Gordon Hamilton | |
VSA Capital (Joint Bookrunner) | +44 (0)20 3005 5000 |
Andrew Monk / Simon Barton | |
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1 | Details of the person discharging managerial responsibilities | |||||
a) | Name | Lawrence Zulch | ||||
2 | Reason for the notification | |||||
a) | Position/status | Chief Executive Officer | ||||
b) | Initial notification/ Amendment | Initial notification | ||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | Invinity Energy Systems plc | ||||
b) | LEI | 213800N2NKOTYUNRCU14 | ||||
4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||
a) | Description of the financial instrument | Ordinary shares of €0.01 each | ||||
b) | Identification code of the Financial Instrument | JE00BLR94N79 | ||||
c) | Nature of the transaction | Purchase of shares | ||||
d) | Price(s) and volume(s) |
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e) | Aggregated information: volume, Price | Aggregated Volume: 31,250 Aggregated Price: GBP 10,000 | ||||
f) | Date of the transaction | 22 February 2023 | ||||
g) | Place of the transaction | London Stock Exchange (XLON) | ||||
1 | Details of the person discharging managerial responsibilities | |||||
a) | Name | Neil O'Brien | ||||
2 | Reason for the notification | |||||
a) | Position/status | Non-Executive Chairman | ||||
b) | Initial notification/ Amendment | Initial notification | ||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | Invinity Energy Systems plc | ||||
b) | LEI | 213800N2NKOTYUNRCU14 | ||||
4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||
a) | Description of the financial instrument | Ordinary shares of €0.01 each | ||||
b) | Identification code of the Financial Instrument | JE00BLR94N79 | ||||
c) | Nature of the transaction | Purchase of shares | ||||
d) | Price(s) and volume(s) |
| ||||
e) | Aggregated information: volume, Price | Aggregated Volume: 78,125 Aggregated Price: GBP 25,000 | ||||
f) | Date of the transaction | 22 February 2023 | ||||
g) | Place of the transaction | London Stock Exchange (XLON) | ||||
1 | Details of the person discharging managerial responsibilities | |||||
a) | Name | Matt Harper | ||||
2 | Reason for the notification | |||||
a) | Position/status | Chief Commercial Officer | ||||
b) | Initial notification/ Amendment | Initial notification | ||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | Invinity Energy Systems plc | ||||
b) | LEI | 213800N2NKOTYUNRCU14 | ||||
4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||
a) | Description of the financial instrument | Ordinary shares of €0.01 each | ||||
b) | Identification code of the Financial Instrument | JE00BLR94N79 | ||||
c) | Nature of the transaction | Purchase of shares | ||||
d) | Price(s) and volume(s) |
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e) | Aggregated information: volume, Price | Aggregated Volume: 15,625 Aggregated Price: GBP 5,000 | ||||
f) | Date of the transaction | 22 February 2023 | ||||
g) | Place of the transaction | London Stock Exchange (XLON) | ||||
Notes to Editors
Invinity Energy Systems plc (AIM: IES) (AQSE: IES) (OTCQX: IESVF) manufactures vanadium flow batteries for large-scale, high-throughput energy storage requirements of business, industry and electrical networks.
Invinity's factory-built flow batteries run continually with no degradation for over 25 years, making them suitable for the most demanding applications in renewable energy production. Energy storage systems based on Invinity's batteries are safe, reliable, and economical, and range in size from less than 250 kilowatt-hours to tens of megawatt-hours.
Invinity was created in April 2020 through the merger of two flow battery industry leaders: redT energy plc and Avalon Battery Corporation. With over 65 MWh of systems already deployed or contracted for delivery across over 70 sites in 15 countries, Invinity is active in all major global energy storage markets and has operations in the UK, Canada, USA, China and Australia. Invinity Energy Systems plc is listed in the UK on AIM and AQSE and trades in the USA on OTCQX.
To find out more, visit invinity.com or call Investor Relations on +44 (0)204 551 0361.