Posting of Circular and Notice of General Meeting

RNS Number : 1064J

Vela Technologies PLC

14 August 2019

 

14 August 2019

Vela Technologies plc

("Vela" or the "Company")

Posting of Circular and Notice of General Meeting

Further to the announcements released on 12 August 2019, Vela will hold a General Meeting of the Company at 10.00 a.m. on 30 August 2019 at the offices of Allenby Capital Limited at 5 St Helen's Place, London, EC3A 6AB.

The Company has today posted to its shareholders a circular containing a notice convening the General Meeting (the "Circular"), the purpose of which is to explain to Shareholders the background to the proposals and to seek their approval of the resolutions to be proposed at the General Meeting.

The Circular will be available shortly on the Company's website, www.velatechplc.com.

Extracts from the Circular are set out below and should be read in conjunction with the Circular.

Defined terms used in this announcement shall have the meaning ascribed to them in the Circular.

For further information, please contact: 

Vela Technologies plc	Tel: [phone]
Brent Fitzpatrick, Non-Executive Chairman Antony Laiker, Director
Allenby Capital Limited (Nominated Adviser)	Tel: [phone]
Nick Athanas/Asha Chotai
Smaller Company Capital Limited (Joint Broker)	Tel: [phone]
Rupert Williams/Jeremy Woodgate

About Vela Technologies 

Vela Technologies (AIM: VELA) is an investing company focused on early stage and pre-IPO long term disruptive technology investments. There are currently 12 investments in the portfolio which either have developed ways of utilising technology or developing technology with a view to disrupting the businesses or sector in which they operate. More recently, Vela Technologies has also started to focus on existing listed companies where valuations may offer additional opportunities. 

Extracts from the Circular

The following has been extracted from, and should be read in conjunction with, the Circular, which will shortly be made available for download from the Company's website: www.velatechplc.com 

Dear Shareholder

Proposed increases of authorities to allot securities

Proposed Subscription for Ordinary Shares by a Director

Notice of General Meeting

1. Introduction

On 24 April 2019 and 12 August 2019, the Company announced, inter alia, that it had conditionally raised £400,000 (before expenses) through a placing of 400,000,000 new Ordinary Shares at 0.1p per share.  The Placing has utilised the Company's existing authorities to allot securities.  Conditional on Shareholders approving the grant of authorities to allot securities at the General Meeting, Placees will also receive one Placing Warrant for every four Placing Shares subscribed for. Antony Laiker, a Director of the Company, has subscribed for £25,000 in the Placing and is, subject to Shareholder approval as above, receiving 6,250,000 Placing Warrants.  

The net proceeds of the Placing have, in part, been used to make a further investment in Portr.  Antony Laiker was deemed at the time of the initial announcement on 24 April 2019 to be in possession of price sensitive information relating to the proposed terms of the Portr funding and accordingly he could not at that time enter into a binding commitment for his participation in the Placing.  As announced on 12 August 2019, the Portr fundraising has now been completed and Antony Laiker has now subscribed £25,000 to complete his participation in the Placing.

Further to the announcement on 24 April 2019, £200,000 of the Company's Loan Notes, together with accrued unpaid interest, have been converted into new Ordinary Shares, and the remaining £200,000 of Loan Notes (and accrued unpaid interest), held by Antony Laiker, have been redeemed in cash.  It was announced on 24 April 2019 that Antony Laiker intended to enter into an agreement to use the entire proceeds of such redemption for the subscription of new Ordinary Shares, subject to Shareholders approving the grant of authorities to allot securities at the General Meeting.  As announced on 12 August 2019, following completion of the Portr fundraising, Antony Laiker has now entered into a formal agreement for the subscription of the Antony Laiker Subscription Shares.

The purpose of this document is to set out details of the Placing Warrants and the proposed issue of the Antony Laiker Subscription Shares, and of the Resolutions to be proposed at the General Meeting, notice of which is set out at the end of this document.

2. Placing and Placing Warrants

The Placing was carried out in April 2019 with Antony Laiker's participation for £25,000 completing in August 2019. The Placing has raised a total of £400,000 before expenses. The Placing proceeds were and will be used for the following:  

·      to make an investment of £91,341 in Portr Limited, one of the Company's existing investee companies;

·      to repay £200,000 of Loan Notes (plus accrued unpaid interest) held by Antony Laiker;

·      to enable the Company to take advantage of further investment opportunities as when they arise; and

·      for general working capital purposes.

Under the terms of the Placing, conditional on the approval of Shareholders in general meeting to the grant of authorities to allot securities, Placees will be issued with one Placing Warrant for every four Placing Shares subscribed for.  Each Placing Warrant will entitle the holder to subscribe for one Ordinary Share at an exercise price of 0.15p per share, for a period of two years from issue.  Following the Placing, existing authorities to allot securities are insufficient to enable the Placing Warrants to be exercised in full.  Subject to the passing of resolutions 1 and 2 at the General Meeting, 100,000,000 Placing Warrants will be issued, under which up to 100,000,000 new Ordinary Shares may be issued, with an aggregate nominal value of £100,000.

Having participated in the Placing, and subject to Shareholder approval of resolutions 1 and 2, Antony Laiker will receive 6,250,000 Placing Warrants.  Separately, Kevin Sinclair, a substantial shareholder having an interest of approximately 10.42% of the current issued share capital of the Company, subscribed for £45,000 in the Placing and will receive 11,250,000 Placing Warrants.  As announced on 24 April 2019, these participations in the Placing constituted related party transactions pursuant to Rule 13 of the AIM Rules.  Brent Fitzpatrick, as Independent Director, considers, having consulted with the Company's nominated adviser Allenby Capital, that the terms of the participations by Antony Laiker and Kevin Sinclair in the Placing are fair and reasonable insofar as Shareholders are concerned.

3. Proposed Subscription for new Ordinary Shares by a Director

As announced on 12 August 2019, Antony Laiker has agreed to subscribe the entire proceeds of the redemption of his £200,000 of Loan Notes (and accrued unpaid interest) for Ordinary Shares at 0.1p per share.  The Subscription is conditional on the approval of Shareholders at the General Meeting to the grant of authorities to allot securities.  Subject to the passing of resolutions 3 and 4 at the General Meeting, 240,985,301 Ordinary Shares, having an aggregate nominal value of £240,985.30, will be issued to Antony Laiker.

As announced by the Company on 24 April 2019, the Subscription constituted a related party transaction pursuant to Rule 13 of the AIM Rules. Brent Fitzpatrick, as Independent Director, considers, having consulted with the Company's nominated adviser Allenby Capital, that the terms of the Subscription by Antony Laiker are fair and reasonable insofar as Shareholders are concerned.

Admission of the Antony Laiker Subscription Shares is expected to take place at 8:00 a.m. on 2 September 2019, should resolutions 3 and 4 be passed at the General Meeting.

Following the issue of the Antony Laiker Subscription Shares, Antony Laiker would be beneficially interested in 301,175,301 Ordinary Shares representing approximately 17.52 per cent of the Enlarged Share Capital.  If all the Placing Warrants proposed to be held by him were to be exercised, Antony Laiker would be beneficially interested in 307,425,301 Ordinary Shares in aggregate (representing approximately 17.88 per cent of the Ordinary Shares then in issue, assuming no other new Ordinary Shares have been issued).

4. Authorities to allot securities

At the General Meeting, Shareholders are being asked to increase the Directors' authorities to allot shares in the Company:

(a)        to provide sufficient authority for the exercise of all the Placing Warrants.  Resolution 1 and resolution 2 will, if passed, give the Directors the necessary authorities to allot ordinary shares up to a maximum nominal amount of £100,000 (representing approximately 6.9 per cent of the current issued ordinary share capital of the Company), both generally and for cash on a non pre-emptive basis in connection with the exercise of all the Placing Warrants.  These authorities will expire on 30 September 2021.

(b)        to provide sufficient authority for the issue of Ordinary Shares to Antony Laiker as described in paragraph 3 above.  Resolution 3 and resolution 4 will, if passed, give the Directors the necessary authorities to allot ordinary shares up to a maximum nominal amount of £240,986 (representing approximately 16.6 per cent of the current issued ordinary share capital of the Company), both generally and for cash on a non pre-emptive basis in connection with the issue the Antony Laiker Subscription Shares. These authorities will expire at the conclusion of the Annual General Meeting of the Company to be held in 2019.

(c)        to provide general authorities to allot shares, having utilised all of the current general authorities for the purposes of the Placing.  Resolution 5 and resolution 6 will, if passed, approve the renewal of general authorities to allot shares for the purpose of (i) granting the Directors general authority to allot up to a maximum nominal amount of £750,000, representing approximately 51.6 per cent of the current issued ordinary share capital; and (ii) disapplying pre-emption rights in connection with the allotment of up to a maximum nominal amount of £750,000, representing approximately 51.6 per cent of the current issued ordinary share capital.  These authorities will expire at the conclusion of the Annual General Meeting of the Company to be held in 2020 or, if earlier, 15 months after the passing of the resolutions.

The Directors propose that the authorities given by resolutions 5 and 6 should provide sufficient headroom to enable the Company to take advantage of further fundraising opportunities over the next year should these arise (there being no current intention to use this further authority).  In addition, this authority would be utilised for any further options to subscribe for Ordinary Shares which are granted to the Directors whilst the authority is in place.

Resolutions 1, 3 and 5 will be proposed as ordinary resolutions and resolutions 2, 4 and 6 will be proposed as special resolutions. 

5. General Meeting

A notice convening the General Meeting to be held at the offices of Allenby Capital Limited, 5 St Helen's Place, London EC3A 6AB at 10.00 a.m. on 30 August 2019 is set out at the end of this Circular. 

At the General Meeting, the following resolutions will be proposed:

(a)        Resolutions 1 and 2: to grant authorities to allot Ordinary Shares upon the exercise of Placing Warrants;

(b)        Resolutions 3 and 4: to grant authorities to allot the Antony Laiker Subscription Shares; and

(c)        Resolutions 5 and 6: to grant general authorities to allot Ordinary Shares on a non-preemptive basis, as described in paragraph 4 above.

6. Action to be taken

Shareholders will find enclosed with this document a Form of Proxy for use at the General Meeting, which should be returned by no later than 10.00 a.m. on 28 August 2019 for the General Meeting to be held on 30 August 2019.

Whether or not you intend to be present at the General Meeting, you are requested to complete, sign and return the forms of proxy to the Company's registrars, Neville Registrars Limited, Neville House, Steelpark Road, Halesowen B62 8HD as soon as possible but, in any event, so as to arrive by no later than 48 hours before the time and date of the meeting.  The completion and return of a form of proxy will not preclude you from attending the relevant meeting and voting in person should you wish to do so.

In order for the Subscription to proceed, Shareholders will need to approve resolutions 3 and 4 set out in the Notice of General Meeting.  If resolutions 3 and 4 are not passed at the General Meeting, the Subscription will not proceed in the form currently envisaged, with the result that the anticipated net proceeds of the Subscription will not become available to the Company to enable it to achieve the objectives set by the Board and the Company's business plans and growth prospects as a result.

7. Recommendation

Brent Fitzpatrick, as the independent Director, considers resolutions 1 to 4 to be proposed at the General Meeting to be in the best interests of the Company and its Shareholders as a whole and accordingly recommends that Shareholders vote in favour of those resolutions, as he intends to do in respect of the 1,500,000 Ordinary Shares (equivalent to approximately 0.1 per cent of the existing issued Ordinary Shares) beneficially owned by him. Due to Antony Laiker's participation in the Placing and in the Subscription, Antony Laiker will not vote on resolutions 1 to 4 to be proposed at the General Meeting.

The Directors consider resolutions 5 and 6 to be proposed at the General Meeting to be in the best interests of the Company and its Shareholders as a whole and accordingly recommend that Shareholders vote in favour of those resolutions, as they intend to do in respect of the 61,690,000 Ordinary Shares (equivalent to approximately 4.17 per cent of the existing issued Ordinary Shares) beneficially owned by them in aggregate.

Yours faithfully

Brent Fitzpatrick

Chairman

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

	2019
Circular, Notice of General Meeting and Form of Proxy posted to Shareholders	14 August
Latest time and date for receipt of forms of proxy for the General Meeting	10.00 a.m. on 28 August
General Meeting	10.00 a.m. on 30 August
Admission and commencement of dealings in the Antony Laiker Subscription Shares to trading on AIM	8.00 a.m. on 2 September

Notes:

(1)    References to times in this Circular and in the Notice of General Meeting are to London time (unless otherwise stated).

(2)    If any of the above times or dates should change, the revised times and/or dates will be notified by an announcement from the Company through an RIS.

(3)    The timing of the events in the above timetable and in the rest of this Circular is indicative only.

KEY STATISTICS

Number of existing issued Ordinary Shares	1,477,958,416*
Number of Antony Laiker Subscription Shares	240,985,301
Total number of Ordinary Shares in issue on Admission	1,718,943,717
Percentage of Enlarged Share Capital represented by the Antony Laiker Subscription Shares	14.02 per cent.
Total number of Placing Warrants	100,000,000
Percentage of Enlarged Share Capital represented by the Placing Warrants	5.82 per cent.
ISIN	GB00BYZ9XC29
SEDOL	BYZ9XC2

* Following admission to trading on AIM on 19 August 2019 of the 25,000,000 new ordinary shares issued pursuant to the Placing as announced on 12 August 2019

 

END

 

 

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