Update on Proposed Redomiciliation to the UK

Invinity Energy Systems PLC

22 November 2024

 

22 November 2024

Invinity Energy Systems plc

("Invinity" or the "Company")

Update on Proposed Redomiciliation to the UK

Posting of Shareholder Circular

Invinity Energy Systems plc (AIM: IES) (AQSE: IES) (OTCQX: IESVF), a leading global manufacturer of utility-grade energy storage, announces the Company's proposed redomiciliation from Jersey to the UK is progressing in line with timelines referenced in the Interim Results on 27 September 2024.

To this end, a shareholder circular (the "Circular") will be posted today to shareholders and published on the Company's website here. The purpose of this document is to set out the background to the proposed redomiciliation, details of the Scheme which will change Invinity's corporate structure and convene the necessary meetings to approve the Scheme.

Background

In the circular published on 3 May 2024, the Board stated its intention to re-domicile the Company from Jersey to the UK following the successful completion of the Subscription, Placing and Open Offer in May 2024. The Company's current status as a Jersey company means that it incurs duplicated costs in order to comply with local corporate requirements. Accordingly, it is expected that this move will reduce the Company's overall costs, simplify the Group's corporate structure, and facilitate more focused management of the businesses based in the UK and North America. Furthermore, certain investors in the UK have a mandate to invest only in UK registered companies and are therefore restricted in their ability to invest in Invinity.

The Board, after detailed consideration, believes the proposed new corporate structure is the most appropriate structure for the Invinity Group and will best support its long-term strategy and growth. Accordingly, the Invinity Directors are recommending moving the headquarters of the Group to the UK, to be effected by the implementation of the Scheme.

Action to be taken

Invinity Shareholders are recommended to read the Circular in full and, whether or not you propose to attend the meetings, you are requested to complete, sign and return the enclosed BLUE Form of Proxy for use at the Jersey Court Meeting and WHITE Form of Proxy for use at the Scheme General Meeting to the Registrars. The Forms of Proxy should either be sent electronically via email to #[e-mail] or be sent via post to the Registrars, Computershare Investor Services (Jersey) Limited, c/o The Pavilions, Bridgwater Road, Bristol BS99 6ZY. If you hold Invinity Shares in uncertificated form you may also appoint a proxy by completing and transmitting a CREST proxy instruction in accordance with the procedures set out in the CREST manual ensuring that it is received by the Registrars by no later than 48 hours before the time appointed for the relevant meeting.

The Directors unanimously recommend that Scheme Shareholders vote in favour of the Scheme at the Jersey Court Meeting and the special resolutions to be put to shareholders at the Scheme General Meeting. Further details about the Meetings are set out below.

Other than where defined, capitalised terms used in this announcement have the meanings given to them in the Circular.

The Scheme

The proposed Scheme will change the Invinity Group's corporate structure by putting in place a new UK parent company for the Invinity Group incorporated in England and Wales ("New Invinity") with its tax residence in the UK.

Under the Scheme, Invinity Shareholders at the Scheme Record Time will receive one New Invinity Share for each Invinity Share cancelled under the Scheme. Certificates for Invinity Shares held in certificated form will cease to be valid and replacement certificates will be issued as soon as reasonably practicable after the Effective Date.

The Reduction of Capital

As part of the Scheme, New Invinity will undergo a Scheme Reduction of Capital. Following the Scheme becoming effective, it is proposed that the share capital of New Invinity will be reduced to create distributable reserves in New Invinity. Such reduction of capital will require the confirmatory approval of the Invinity Shareholders. The New Invinity Reduction of Capital will also require confirmation by the English Court and registration of the order by the Registrar of Companies.

It is anticipated that the nominal value of a New Invinity Share prior to the New Invinity Reduction of Capital will be £0.14. Pursuant to the New Invinity Reduction of Capital, such nominal value will be reduced from £0.14 to £0.01. It is intended that this will create a distributable reserve of approximately £4.41 million, which will be available to New Invinity to be applied towards any lawful purpose including distribution of dividends as appropriate, although the Company does not plan on making dividend payments in the foreseeable future, and there can be no assurances as to the level of future dividends (if any).

The New Invinity Reduction of Capital is not expected to have any impact on the market value of the New Invinity Shares. The New Invinity Reduction of Capital will not increase the number of New Invinity Shares in issue, nor generate cash for the Group.

Conditions to implementation of the Scheme

The implementation of the Scheme is conditional on the following having occurred:

(a)      the Scheme being approved by a majority in number, representing three-fourths in voting rights, of the holders of Invinity Shares present and voting, either in person or by proxy, at the Jersey Court Meeting, (in other words, 75 per cent. of the shares actually voted at the Jersey Court Meeting, either in person or by proxy);

(b)      resolutions 1 and 2 (as set out in the Notice of Scheme General Meeting in Part VIII of the Circular) to approve the matters in connection with the Scheme having been duly passed at the Scheme General Meeting by a majority of not less than two thirds of the votes cast;

(c)      the Scheme having been sanctioned (with or without modification) and the Scheme Reduction of Capital having been confirmed by the Jersey Court at the Jersey Court Hearing;

(d)      the Jersey Court Order having been delivered to the Jersey Registrar of Companies and registered by him; and

(e)      permission having been granted by the London Stock Exchange and AQSE to admit the New Invinity Shares to trading on AIM and the APEX segment of the AQSE Growth Market of AQSE.

The Invinity Directors will not take the necessary steps to implement the Scheme unless the above conditions have been satisfied or waived and, at the relevant time, they consider that it continues to be in Invinity's and Invinity Shareholders' best interests that the Scheme should be implemented.

Meetings

Jersey Court Meeting

The Scheme requires the approval of Invinity Shareholders at the Jersey Court Meeting.

The Jersey Court Meeting has been convened with the permission of the Court for 3.00 p.m. on 11 December 2024 for Scheme Shareholders to consider and, if thought fit, approve the Scheme.

At the Jersey Court Meeting, voting will be by way of a poll and each Scheme Shareholder present in person or by proxy will be entitled to one vote for each Scheme Share held as at the Voting Record Time.

The approval required at the Jersey Court Meeting is a majority in number of those Scheme Shareholders present and voting (and entitled to vote) in person or by proxy, representing not less than 75 per cent. of the voting rights of the Scheme Shares voted by such Scheme Shareholders.

The Notice of the Jersey Court Meeting is set out in Part VII (Notice of Jersey Court Meeting) of the Circular.

Scheme General Meeting

Invinity Shareholders will also be asked to approve resolutions covering various matters in connection with the Scheme at the Scheme General Meeting and the Scheme will also be conditional upon the passing of certain resolutions (as set out in the Notice of the Scheme General Meeting).

If the Scheme is approved by the requisite majority at the Jersey Court Meeting, and approval is also obtained at the Scheme General Meeting, an application will be made to the Jersey Court to sanction the Scheme at the Jersey Court Hearing. Invinity Shareholders will have the right to attend the Jersey Court Hearing and to appear in person or be represented by counsel to support or oppose the sanction of the Scheme.

The Scheme General Meeting has been convened for 3.15 p.m. on 11 December 2024, or as soon after that time as the Jersey Court Meeting has concluded or been adjourned, for Scheme Shareholders (as defined in the Scheme of Arrangement) to consider and, if thought fit, pass the resolutions. The Notice of the Scheme General Meeting is set out in Part VIII of the Circular.

It is important that, for the Jersey Court Meeting in particular, as many votes as possible are cast, so that the Court may be satisfied that there is a fair representation of opinion of the Scheme Shareholders. You are therefore strongly advised to sign and return your Forms of Proxy or to appoint a proxy through CREST for both the Jersey Court Meeting and the Scheme General Meeting as soon as possible. Doing so will not prevent you from attending, voting and speaking at the Meetings or any adjournment thereof, if you so wish and are so entitled.

Invinity will make announcements to Invinity Shareholders from time to time in relation to the progress of the Scheme, including upon the Scheme becoming effective.

Expected Timetable of Principal Events

Event	Time and/or date (2024-2025)
Posting of the Circular and Forms of Proxy	22 November
Latest time for lodging BLUE Forms of Proxy for the Jersey Court Meeting	3.00 p.m. on 9 December1
Latest time for lodging WHITE Forms of Proxy for the Scheme General Meeting	3.15 p.m. on 9 December
Voting Record Time	6.00 p.m. on 9 December2
Jersey Court Meeting	3.00 p.m. on 11 December
Scheme General Meeting	3.15 p.m. on 11 December3
The following dates are subject to change and are indicative only
Jersey Court Hearing to sanction the Scheme and the Scheme Reduction of Capital	10.00 a.m. on 8 January
Last day of dealings in, and for registration of transfers in CREST of, Invinity Shares	8 January4
Scheme Record Time	6.00 p.m. on 8 January
Effective Date of the Scheme	9 January
Cancellation of listing of Invinity Shares, New Invinity Shares admitted to AIM and AQSE Growth Market, crediting of New Invinity Shares in uncertificated form to CREST accounts and dealings in New Invinity Shares commence on AIM and AQSE Growth Market	8.00 a.m. on 9 January
English Court hearing to confirm the New Invinity Reduction of Capital	14 January
New Invinity Reduction of Capital becomes effective	15 January
Despatch of New Invinity share certificates for New Invinity Shares in certificated form	Within 14 days of the Effective Date
The date by which the Scheme must become unconditional and effective, failing which it will lapse	28 February

1.     BLUE Forms of Proxy for the Jersey Court Meeting not returned by this time may be handed to the Chairman of Invinity at the Jersey Court Meeting.

2.     If either the Jersey Court Meeting or the Scheme General Meeting is adjourned, the Voting Record Time for the adjourned meeting will be 6.00 p.m. on the date two days before the date set for the adjourned meeting.

3.     To commence at 3.15 p.m. or, if later, immediately after the conclusion or adjournment of the Jersey Court Meeting.

4.     This date is indicative only and will depend, among other things, on the date upon which the Jersey Court sanctions the Scheme.

Important Information

New Invinity ISIN*	GB00BS9F9D74
New Invinity LEI*	213800XX6UAMF51CYM12
TIDM	IES

* Until the Scheme becomes effective and New Invinity Shares are admitted to trading, which are expected to occur on 9 January 2025, Invinity Energy Systems plc's ISIN and LEI will remain unchanged.

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Enquiries:

Invinity Energy Systems plc	[phone]
Jonathan Marren, Chief Executive Officer Joe Worthington, Senior Director, Corporate Affairs
Canaccord Genuity (Nominated Adviser and Joint Broker)	[phone]
Henry Fitzgerald-O'Connor / Harry Pardoe / Charlie Hammond
VSA Capital (AQSE Corporate Advisor, Financial Adviser and Joint Broker)	[phone]
Andrew Monk / Andrew Raca
Tavistock (Financial PR Advisor)	[phone]
Simon Hudson / Saskia Sizen / Adam Baynes	[e-mail]

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 75 MWh of systems already deployed or contracted for delivery across 82 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 quoted in the UK on AIM and AQSE and trades in the USA on OTCQX.

To find out more, visit invinity.com, sign up to our monthly Investor Newsletter here or contact Investor Relations on via [phone] or [e-mail].

 

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