Vela Technologies Regulatory News (VELA)

8 March 2016

Vela Technologies plc

("Vela" or the "Company")

Placing to raise £220,000

Proposed investment of approximately £151,000 in Portr Limited

Introduction

The Board of Vela (AIM: VELA), the investing company focused on early stage and pre-IPO disruptive technology investments, announces that the Company has conditionally raised £220,000 (before expenses) through the issue of 137,500,000 new ordinary shares of 0.1 pence each in the Company (the "Placing Shares") with existing shareholders and new investors at a price of 0.16 pence per Placing Share (the "Placing").

The funds raised pursuant to the Placing will be used primarily by the Company to take advantage of a specific opportunity to further invest in one of Vela's investee companies as well as to provide funds for general corporate purposes.

Specifically, the Board of Vela has agreed to invest approximately £151,343 of the net proceeds of the Placing to enable the Company to undertake a follow-on investment in Portr Limited ("Portr"), the owner of the on-demand airport luggage transfer service, AirPortr. At the current time Portr is undertaking a fundraising exercise with existing shareholders to raise £3 million (the "Portr Fundraising"). These funds will be used by Portr to finance the expedited rollout of a transformational product, which is to be integrated with a major global airline across Portr's current UK airport network at London City, Gatwick and Heathrow. The funding will provide Portr with the required capital to commercialise, integrate and build the necessary scale to support the product launch in summer 2016.

Vela's investment represents approximately £111,343 in relation to Vela's take up of pre-emption rights in the Portr Fundraising and a further investment of £40,000. The Portr Fundraising is expected to complete by the end of March 2016.

Vela currently has an interest in 3.4% of the issued share capital of Portr. Vela announced on 31 July 2015 that Portr had completed a £3.3 million Series A funding round which valued Vela's existing shareholding in Portr at approximately £525,000. Following completion of the Portr Fundraising, Vela is expected to have an interest in 101,989 shares in Portr representing 3.9% of the enlarged issued share capital of Portr. Vela's enlarged shareholding in Portr would be valued at £1.079 million, based on the price of the Portr Fundraising. Following the investment of £151,343 in the Portr Fundraising, Vela will have invested a total of £251,343 in cash in Portr over three funding rounds.

Background on Portr

Airportr has been building a reputation as London's airports' trusted and secure luggage transportation service, delivering same-day and on-demand, to and from the city's homes, hotels and offices for residents, visiting business travellers and tourists.

Launched at City Airport in May 2014, Airportr expanded into Gatwick and Heathrow during 2015. Airportr currently operates from Terminals 2, 3 and 5 at Heathrow and Gatwick South Terminal. Terminal 4 at Heathrow and Gatwick North are expected to be launching this month.

AirPortr can be pre-booked in advance or on the day of travel from any device. Bags are either dropped off in the airport with an AirPortr concierge, before being securely transported by an AirPortr driver to their London destination. Alternatively bags are collected from any London location and delivered to the airport at a time suitable to the customer.

The Airportr service is designed to give passengers "luggage freedom" to allow them to maximise their time in the city. Portr employs sophisticated technology across its web and mobile applications, which incorporate resource management, asset tracking and auditing and its logistics engine allocating collections and deliveries.

Based on filings at Companies House for the year ended 31 December 2014 Portr generated a loss of £785,105 and as at 31 December 2014 had net assets of £389,996.

Placing to raise £220,000

The Company has conditionally raised £220,000 (before expenses) through the issue of the 137,500,000 Placing Shares at the Placing Price with certain existing shareholders and new investors. The Placing is conditional only on admission of the Placing Shares to trading on AIM ("Admission"). 

The Placing price represents a 3.0 per cent. discount to the Company's closing mid-market price of 0.165 pence on 7 March 2016, being the last practicable business day prior to this announcement. The Placing Shares will represent 19.06 per cent. of the enlarged issued share capital of the Company.

The Placing has been arranged by Smaller Company Capital Limited, broker to Vela.

Application will be made for admission of the 137,500,000 Placing Shares to be admitted to trading on AIM and it is anticipated that Admission will become effective and that dealings will commence in the Placing Shares at 8 a.m. on 21 March 2016.

Following Admission the issued share capital of Vela will consist of 721,588,020 ordinary shares of 0.1 pence each, each carrying the right to one vote. Following Admission the total number of voting rights in the Company will therefore be 721,588,020 and this figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the FCA's Disclosure and Transparency Rules.

Director shareholding

Antony Laiker (Executive Director of the Company) has subscribed for 6,875,000 Placing Shares at the Placing price. Following the issue of 6,875,000 Placing Shares, Antony Laiker will be interested in 35,191,724 ordinary shares representing 4.88 per cent. of the issued share capital of Vela (as enlarged by the issue of the Placing Shares).

Related party transaction

The participation in the Placing by Antony Laiker is classified as a related party transaction in accordance with Rule 13 of the AIM Rules for Companies. Brent Fitzpatrick, the independent director for the purposes of the participation by Antony Laiker in the Placing, considers, having consulted with the Company's nominated adviser, Allenby Capital Limited, that the terms of the participation in the Placing by Antony Laiker are fair and reasonable insofar as the Company's shareholders are concerned.

Antony Laiker (Executive Director) commented on the equity placing and proposed further investment in Portr:

"As an investor in early stage technology companies it is useful and important to have a solid, supportive shareholder base that understand Vela, its investments and its strategy of investing in early stage technology companies that disrupt the way in which businesses operate.

This fundraising, whilst more dilutive than we would have liked, gives Vela the opportunity to invest further in Portr, which we understand is now experiencing very strong growth in its business following the recent agreements with Heathrow and Gatwick. Portr's model is very scalable and therefore has the potential to grow strongly from here as travelers recognise and get used to what is a shift in the way in which passengers get their luggage to and from home office or hotel and their destination at an affordable cost. Testament to this is the high percentage of repeat customers that Portr sees using the AirPortr service."

Vela's investment in Portr will be valued at £1.079 million on completion of the Portr Fundraising, compared to £525,000 at the time of the previous Portr fundraising last year, and now broadly equates to the market capitalisation of Vela as of yesterday. In addition Vela owns stakes in 8 further investments which, based on the balance sheet disclosed in our Interim Results in December 2015, will give shareholders some guidance as to the value of these investments.

The Board would therefore re-iterate previous statements that based either on valuation events or the market value or original cost of portfolio investments, the board of Vela believes the underlying value of the portfolio is significantly higher than the value attributed to Vela at this current time."

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