Result of Placing

Invinity Energy Systems PLC

02 May 2024

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICES WITHIN THIS ANNOUNCEMENT.

FURTHER, THIS ANNOUNCEMENT IS MADE FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE SHARES IN INVINITY ENERGY SYSTEMS PLC IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.

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").

2 May 2024

Invinity Energy Systems plc

("Invinity" or the "Company")

Result of Placing

Placing and Subscription for aggregate of £56 million

Open Offer for up to £6.6 million

Further to the announcement at 4.44 p.m. on 1 May 2024 (the "Launch Announcement"), 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 £28 million through an oversubscribed Placing of 121,739,130 new Ordinary Shares at the Issue Price of 23 pence per new Ordinary Share.

As previously announced, the Subscription with UK Infrastructure Bank and Korea Investment Partners has conditionally raised gross proceeds of £28 million through the subscription of 121,739,130 new Ordinary Shares at the Issue Price. Accordingly, the Placing and Subscription have conditionally raised, in aggregate, £56 million before expenses. Canaccord Genuity and VSA Capital acted as Joint Bookrunners in respect of the Placing.

The Company is also offering all Qualifying Shareholders the opportunity to participate in the Open Offer to raise up to £6.6 million (together with the Placing and the Subscription, the "Fundraising") at the Issue Price, as described below.

The Fundraising is conditional upon, inter alia, shareholders approving the Resolution at the General Meeting that will grant to the Directors the authority to allot the Fundraising Shares for cash on a non-pre-emptive basis. Admission of the Fundraising Shares is expected to occur at 8.00 a.m. on 24 May 2024 or such later time and/or date as the Company, Canaccord Genuity and VSA Capital may agree (being in any event no later than 28 June 2024).

The Placing and the Open Offer are conditional on the Subscription and the Subscription is conditional on the Placing. It is intended that Admission of all Fundraising Shares will occur at the same time.

Open Offer

Further to the Launch Announcement, the Company confirms its intention to raise up to approximately £6.6 million by the issue of up to 28,660,096 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:

3 Open Offer Shares for every 20 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 and Subscription Agreements having become unconditional.

In the event that the Open Offer is not fully subscribed, Canaccord Genuity and VSA Capital reserve the right to place the balance of the Open Offer Shares, at not less than the Issue Price, in order to raise up to the maximum proceeds under the Open Offer.

Related Party Transaction

The issue of 32,810,630 Placing Shares to Schroders Investment Management, a substantial shareholder of the Company, constitutes a related party transaction under the AIM Rules and the AQSE Rules. 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.

Posting of Circular and Notice of General Meeting

Completion of the Fundraising is conditional, inter alia, upon the passing of the Resolution by the Company's shareholders at a General Meeting to be held on 22 May 2024, notice of which will be set out in the Circular. 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 the Directors' recommendation in respect of the Resolution and includes an expected timetable of principal events. The Circular is expected to be dispatched to Shareholders on 3 May 2024, 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 [e-mail] no later than 9.00 a.m. on 21 May 2024, being the day prior to the meeting.

Other than where defined, capitalised terms used in this announcement have the meanings given to them in the Announcement made at 4.44 p.m. on 1 May 2024.

Larry Zulch, Chief Executive Officer at Invinity said:

"With this fundraise, Invinity is well-positioned to help address the tremendous global need for long-duration energy storage with our vanadium flow batteries. We are grateful for the support shown for Invinity to date by our current shareholders, new investors, the UK Infrastructure Bank and our other strategic partners. The ambitious goals we have set out for ourselves have been made possible by this support and we are determined to merit the confidence shown in us and our future."

Enquiries:

Invinity Energy Systems plc	[phone]
Jonathan Marren, Chief Financial Officer and Chief Development Officer Joe Worthington, Director of Communications
Canaccord Genuity (Nominated Adviser and Joint Bookrunner)	[phone]
Henry Fitzgerald-O'Connor / Harry Pardoe / Ana Ercegovic
VSA Capital (AQSE Corporate Adviser, Financial Adviser and Joint Bookrunner)	[phone]
Andrew Monk / Andrew Raca
Tavistock (Financial PR)	[phone]
Simon Hudson / Saskia Sizen	[e-mail]

This Announcement contains inside information and for the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055 (as it forms part of the laws of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018, as amended from time to time), the Board is responsible for arranging for the release of this Announcement on behalf of the Company.

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

IMPORTANT NOTICES

THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE OR SUBSCRIPTION INTO THE UNITED STATES. THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) (THE "UNITED STATES" OR THE "US") EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES.  NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN THE UNITED STATES OR ELSEWHERE.

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

The distribution of this Announcement and/or the Placing and/or issue of the Placing Shares in certain jurisdictions may be restricted by law.  No action has been taken by the Company, the Joint Bookrunners or any of their respective affiliates, agents, directors, officers, consultants, partners or employees ("Representatives") that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required.  Persons into whose possession this Announcement comes are required by the Company and the Joint Bookrunners to inform themselves about and to observe any such restrictions.

This Announcement or any part of it is for information purposes only and does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States, Australia, New Zealand, Canada, Japan or the Republic of South Africa or any other jurisdiction in which the same would be unlawful.  No public offering of the Placing Shares is being made in any such jurisdiction.

The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement.  Any representation to the contrary is a criminal offence in the United States.  The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada, no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance or the Financial Markets Authority of New Zealand ; the relevant clearances have not been, and will not be, obtained from the South Africa Reserve Bank or any other applicable body in the Republic of South Africa in relation to the Placing Shares; and the Placing Shares have not been, nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of the United States, Australia, New Zealand, Canada, Japan or the Republic of South Africa.  Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into the United States, Australia, New Zealand, Canada, Japan or the Republic of South Africa or any other jurisdiction outside the United Kingdom.

The Joint Bookrunners are authorised and regulated by the Financial Conduct Authority in the United Kingdom and are acting exclusively for the Company and no one else in connection with the Placing, and the Joint Bookrunners will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to their respective clients or for providing advice in relation to the Placing or any other matters referred to in this Announcement. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the Joint Bookrunners or by any of their Representatives as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefor is expressly disclaimed.

None of the information in this Announcement has been independently verified or approved by the Joint Bookrunners or any of its respective directors, officers, partners, agents, employees, affiliates, advisors, consultants, or persons connected with them as defined in the Financial Services and Markets Act 2000, as amended ("FSMA") (together, "Affiliates"). Save for any responsibilities or liabilities, if any, imposed on the Joint Bookrunners by FSMA or by the regulatory regime established under it, no responsibility or liability whatsoever whether arising in tort, contract or otherwise, is accepted by the Joint Bookrunners or any of their respective Affiliates whatsoever for the contents of the information contained in this Announcement (including, but not limited to, any errors, omissions or inaccuracies in the information or any opinions) or for any other statement made or purported to be made by or on behalf of the Joint Bookrunners or any of its Affiliates in connection with the Company, the Placing Shares, the Placing, or for any loss, cost or damage suffered or incurred howsoever arising, directly or indirectly, from any use of this Announcement or its contents or otherwise in connection with this Announcement or from any acts or omissions of the Company in relation to the Placing. The Joint Bookrunners and its Affiliates accordingly disclaim all and any responsibility and liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above) in respect of any statements or other information contained in this Announcement and no representation or warranty, express or implied, is made by the Joint Bookrunners or any of its Affiliates as to the accuracy, completeness or sufficiency of the information contained in this Announcement. In addition, nothing in this Announcement shall be effective to limit or exclude liability for fraud or which cannot otherwise, by law or regulation, be so limited or excluded.

No statement in this Announcement is intended to be a profit forecast or estimate, and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares.  Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser.

This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Placing Shares. Any investment decision to buy Placing Shares in the Placing must be made solely on the basis of publicly available information, which has not been independently verified by the Joint Bookrunners. This Announcement is not intended to provide the basis for any decision in respect of the Company or other evaluation of any securities of the Company or any other entity and should not be considered as a recommendation that any investor should subscribe for, purchase, otherwise acquire, sell or otherwise dispose of any such securities. Recipients of this Announcement who are considering acquiring Placing Shares pursuant to the Placing are reminded that they should conduct their own investigation, evaluation and analysis of the business, data and property described in this Announcement.  Any indication in this Announcement of the price at which the Company's shares have been bought or sold in the past cannot be relied upon as a guide to future performance. The price and value of securities can go down as well as up.

The contents of this Announcement are not to be construed as legal, business, financial or tax advice. Each shareholder or prospective investor should consult with his or her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

In connection with the Placing, the Joint Bookrunners and any of its Affiliates, acting as investors for their own account, may take up a portion of the Placing Shares in the Placing as a principal position and in that capacity may retain, purchase, sell, offer to sell for the own accounts or otherwise deal for their own account in such Placing Shares and other securities of the Company or related investments in connection with the Placing or otherwise. Accordingly, references to Placing Shares being offered, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or acquisition, placing or dealing by, the Joint Bookrunners and its Affiliates acting in such capacity. In addition, the Joint Bookrunners and any of its respective Affiliates may enter into financing arrangements (including swaps, warrants or contracts for difference) with investors in connection with which the Joint Bookrunners and any of its respective Affiliates may from time to time acquire, hold or dispose of shares. The Joint Bookrunners does not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than to trading on AIM and the AQSE Growth Market.

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this Announcement.

FORWARD LOOKING STATEMENTS

This Announcement may contain, or may be deemed to contain, "forward-looking statements" with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition, performance, strategic initiatives, objectives and results.  Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may", "could", "outlook" or other words of similar meaning.  By their nature, all forward-looking statements involve risk and uncertainty because they relate to future events and circumstances which are beyond the control of the Company, including amongst other things, United Kingdom domestic and global economic business conditions, market-related risks such as fluctuations in interest rates and exchange rates and the price of vanadium, the policies and actions of governmental and regulatory authorities, the effect of competition, inflation, deflation, the timing effect and other uncertainties of future acquisitions or combinations within relevant industries, the effect of tax and other legislation and other regulations in the jurisdictions in which the Company and its affiliates operate, the effect of volatility in the equity, capital and credit markets on the Company's profitability and ability to access capital and credit, a decline in the Company's credit ratings; the effect of operational risks; and the loss of key personnel.  As a result, the actual future financial condition, performance and results of the Company may differ materially from the plans, goals and expectations set forth in any forward-looking statements.  Any forward-looking statements made in this Announcement by or on behalf of the Company speak only as of the date they are made.  Except as required by applicable law or regulation, the Company and the Joint Bookrunners expressly disclaim any obligation or undertaking to publish any updates or revisions to any forward-looking statements contained in this Announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.

 

END