8 Jun 2023 12:00
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW. THIS ANNOUNCEMENT IS NOT AN OFFER TO SELL OR A SOLICITATION TO BUY SECURITIES IN ANY JURISDICTION, INCLUDING THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR JAPAN IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THIS ANNOUNCEMENT NOR ANYTHING CONTAINED HEREIN SHALL FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH, ANY OFFER OR COMMITMENT WHATSOEVER IN ANY SUCH JURISDICTION.
Velocys plc
("Velocys" or the "Company")
Results of General Meeting and Open Offer
Velocys plc (VLS.L), the sustainable fuels technology company, is pleased to announce that the resolutions set out in the circular published on 22 May 2023, and put to shareholders at the General Meeting held earlier today, were duly passed by means of a poll. A summary of the voting results is set out at the end of this announcement.
The Company is also pleased to announce that, in relation to the Open Offer, which closed for acceptances at 11.00 a.m. on 7 June 2023, it has received final valid applications, including Excess Entitlements, from Eligible Shareholders in respect of a total of 14,127,961 Open Offer Shares. This represents a take-up of approximately 18.19 per cent. of the maximum number of Open Offer Shares available.
Following the passing of the resolutions, the Company has received the authority for the directors to allot and issue the Placing Shares, Retail Offer Shares and Open Offer Shares, as well as the potential Convertible Loan Notes and potential additional Ordinary Shares and/or additional Convertible Loan Notes, subject to certain conditions, as set out in the circular to shareholders.
Admission
The Company has raised total gross proceeds of approximately £6.35 million in aggregate (before expenses) through the Placing, Retail Offer and Open Offer. Application has been made for 254,127,961 new Ordinary Shares to be admitted to trading on AIM ("Admission"). Issue of the Placing Shares, Retail Offer Shares and Open Offer Shares remains conditional on Admission occurring. It is expected that Admission of the Placing Shares, Retail Offer Shares and Open Offer Shares will occur at 8.00 a.m. on 9 June 2023. Following Admission, the Company will have 1,651,798,992 Ordinary Shares in issue.
Total Voting Rights
The Company does not currently hold any shares in treasury. Therefore, the above figure of 1,651,798,992 Ordinary Shares may be used by shareholders of the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.
The proxy voting results of the resolutions are included below:
Resolution | FOR | AGAINST | TOTAL | WITHHELD* | ||
| No. of votes cast | % | No. of votes cast | % | No. of votes cast | No. |
Resolution 1 To grant the directors authority to allot shares in the Company pursuant to a placing, retail offer and open offer in the amounts set out in the notice of general meeting | 591,162,124 | 99.62 | 2,258,580 | 0.38 | 593,420,704 | 1,301,977 |
Resolution 2 Conditionally on Resolution 1, to empower the directors to disapply pre-emption rights on the issue of shares pursuant to a placing, retail offer and open offer in the Company in the amounts set out in the notice of general meeting | 567,759,809 | 95.67 | 25,675,895 | 4.33 | 593,435,704 | 1,286,977 |
Resolution 3 To grant the directors authority to grant rights to subscribe for or to convert any security into shares in the amounts set out in the notice of general meeting | 567,701,194 | 95.68 | 25,605,648 | 4.32 | 593,306,842 | 1,415,839 |
Resolution 4 Conditional on Resolution 3, to empower the directors to disapply pre-emption rights on the issue of shares pursuant to the conversion of any security into shares in the amounts set out in the notice of general meeting | 567,636,194 | 95.67 | 25,685,648 | 4.33 | 593,321,842 | 1,400,839 |
*A vote withheld is not a vote in law and counts neither "For" nor "Against" the relevant resolution.
Unless otherwise defined herein, capitalised terms used in this announcement shall have the same meanings as defined in the circular sent to shareholders of the Company on 22 May 2023.
Enquiries:
Velocys Henrik Wareborn, CEO Philip Sanderson, CFO | +44 1865 800821 |
Panmure Gordon (UK) Limited (Nomad, Joint Bookrunner & Joint Broker) Hugh Rich (Corporate Broking) Emma Earl (Corporate Finance) John Prior (Corporate Finance) Mark Rogers (Corporate Finance) | +44 20 7886 2500 |
Shore Capital Stockbrokers Limited (Joint Bookrunner & Joint Broker) Henry Willcocks (Corporate Broking) Toby Gibbs (Corporate Advisory) James Thomas (Corporate Advisory) Angus Murphy (Corporate Advisory) | +44 20 7408 4090 |
Radnor Capital (Investor Relations) Joshua Cryer Iain Daly
| +44 20 3897 1830 |
Buchanan (Financial PR) Helen Tarbet Simon Compton | +44 20 7466 5000 |
Notes to Editors
Velocys is an AIM quoted, international sustainable fuels technology company, providing customers with a technology solution to enable the production of negative Carbon Intensity synthetic, drop-in fuels from a variety of waste materials. Synthetic fuel is the only commercially available, permanent alternative to fossil aviation fuels. The Velocys technology is IP-protected in all major jurisdictions.
Two reference projects in the US and UK (Bayou Fuels and Altalto respectively) are designed to accelerate the adoption and standardise the Velocys proprietary Fischer Tropsch (FT) technology with an integrated end to end solution, including renewable power and sequestration.
Velocys is enabling commercial scale synthetic fuel production in response to the clean energy transition, with significant additional positive air quality impacts.
www.velocys.com
This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America. This announcement is not an offer of securities for sale into 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, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.