VLS.L Regulatory News (VLS)

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014.

THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF VELOCYS PLC IN ANY JURISDICTION.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") AND HAS BEEN APPROVED BY PRIMARYBID LIMITED WHICH IS AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (FRN 779021)

PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

24 June 2020

Velocys plc

("Velocys" or the "Company") (AIM: VLS)

PrimaryBid.com Offer

Velocys plc (AIM:VLS), the AIM quoted renewable fuels company, is pleased to announce, a conditional offer for subscription via PrimaryBid (the "PrimaryBid Offer") of new ordinary shares of 1p each in the Company ("Retail Shares") at an issue price of between 5 pence and 7 pence per new ordinary share (the "Issue Price"). As separately announced today, the Company is also conducting a placing of new ordinary shares at the Issue Price by way of an accelerated bookbuild process conducted by Numis Securities Ltd ("Numis"), Canaccord Genuity Limited ("Canaccord") and Turner Pope Investments (TPI) Ltd. ("TPI") (the "Placing"), as well as an open offer of new ordinary shares to eligible shareholders at the Issue Price (the "Open Offer").

The PrimaryBid Offer is conditional on the new ordinary shares to be issued pursuant to the PrimaryBid Offer being admitted to trading on AIM ("Admission"). Admission of the Retail Shares is expected to be take place at 8.00 a.m. on 16 July 2020. Completion of the PrimaryBid Offer is conditional on the Placing being or becoming wholly unconditional.

The PrimaryBid Offer is also conditional upon the passing of certain resolutions in order to ensure that the directors of the Company have the necessary authorities and powers to allot the Retail Shares. A general meeting of the Company is therefore being convened for the purpose of considering those resolutions at 10.30 a.m. on 14 July 2020 at Magdalen Centre, Robert Robinson Avenue, The Oxford Science Park, Oxford OX4 4GA.

The Company intends to use the net proceeds raised by the PrimaryBid Offer to extend the Company's cashflow runway, maintain a reasonable balance sheet as well as to accelerate the upgrading of the reactor manufacturing capability, including to implement lean manufacturing, full automation of certain welding steps and potentially the three dimensional printing of certain sub-components.

PrimaryBid Offer

The Company values its retail investor base ,which has supported the Company alongside institutional investors over several years. Given the longstanding support of retail shareholders, the Company believes that it is appropriate to provide retail and other interested investors the opportunity to participate in the PrimayBid Offer. The Company is therefore pleased to provide private and other investors the opportunity to participate in the PrimaryBid Offer by applying exclusively through the www.PrimaryBid.com platform and the PrimaryBid mobile app available on the Apple App Store and Google Play.

The PrimaryBid Offer, via the PrimaryBid.com platform, will be open to individual and institutional investors from 4:36p.m. on 24 June 2020 and will close at the same time that the bookbuilding process completes. The PrimaryBid Offer may close early if it is oversubscribed.

Subscriptions under the PrimaryBid Offer will be considered by the Company on a "first come, first served" basis, subject to conditions (which are available to view on PrimaryBid.com).

The total consideration under the PrimaryBid Offer and the Open Offer is less than €8 million (or an equivalent amount) in aggregate. Accordingly, none of the Placing, the PrimaryBid Offer or the Open Offer constitute an offer to the public requiring an approved prospectus under section 85 of Financial Services and Markets Act 2000 or the approval of a prospectus by the Financial Conduct Authority. The PrimaryBid Offer is not being made into any jurisdiction other than the United Kingdom.

There is a minimum subscription of £1,000 and a maximum subscription of £100,000 per investor under the terms of the PrimaryBid Offer, which is open to existing shareholders and other investors subscribing via PrimaryBid.com.

The Company in consultation with PrimaryBid reserves the right to scale back any order at its discretion. The Company and PrimaryBid reserve the right to reject any application for subscription under the PrimaryBid Offer without giving any reason for such rejection.

No commission is charged to investors on applications to participate in the PrimaryBid Offer made through PrimaryBid. It is vital to note that once an application for Retail Shares has been made and accepted via PrimaryBid, an application cannot be withdrawn.

The Retail Shares will, when issued, be credited as fully paid and rank pari passu in all respects with the other ordinary shares of the Company then in issue, including all rights to all dividends and other distributions declared, made or paid following Admission.

For further information on PrimaryBid.com or the procedure for applications under the PrimaryBid Offer, visit www.PrimaryBid.com or call PrimaryBid.com on +44 20 3026 4750. The terms and conditions on which the PrimaryBid Offer is made, including the procedure for application and payment for Retail Shares, is available to all persons who register with PrimaryBid.com.

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

IMPORTANT NOTICES

Investors should make their own investigations into the merits of an investment in the Company. Nothing in this announcement amounts to a recommendation to invest in the Company or amounts to investment, taxation or legal advice.

It should be noted that a subscription for Retail Shares and investment in the Company carries a number of risks. Investors should consider the risk factors set out on PrimaryBid.com before making a decision to subscribe for Retail Shares on investment in securities such as the Retail Shares if they are in any doubt. 

The distribution of this announcement outside the United Kingdom may be restricted by law and therefore any persons outside the United Kingdom into whose possession this announcement comes should inform themselves about and observe any such restrictions as to the PrimaryBid Offer, the Retail Shares and the distribution of this announcement. Any failure to comply with such restrictions may constitute a violation of the securities laws of any jurisdiction outside of the United Kingdom. This announcement does not constitute an offer to sell or an invitation to subscribe for, or the solicitation of an offer to buy or to subscribe for, shares in any jurisdiction in which such an offer or solicitation is unlawful. In particular, this announcement is not for release, publication or distribution, directly, or indirectly, in whole or in part, in, into or from the United States, Australia, New Zealand, Canada, the Republic of South Africa, Japan or to any US Person, or any national, resident or citizen of Australia, New Zealand, Canada, the Republic of South Africa or Japan. No offering of Retail Shares, or any other securities of the Company, is being made in the United States and this announcement, and the information contained herein, does not constitute an offer to sell or a solicitation of an offer to buy any Retail Shares or any other securities of the Company in the United States.

This announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's current expectations and projections about future events. These statements, which sometimes use words such as "anticipate", "believe", "intend", "estimate", "expect" and words of similar meaning, reflect the directors' beliefs and expectations and involve a number of risks, uncertainties and assumptions that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement. Statements contained in this announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The Information contained in this announcement Is subject to change without notice and the Company does not assume any responsibility or obligation to update publicly or review any of the forward-looking statements contained herein. You should not place undue reliance on forward-looking statements, which speak only as of the date of this announcement.

END