Result of Placing
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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 ir@invinity.com 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."
| Canaccord Genuity (Nominated Adviser and Joint Bookrunner) | +44 (0) 20 7523 8000 |
| Henry Fitzgerald-O'Connor / Harry Pardoe / Ana Ercegovic | |
| VSA Capital ( AQSE Corporate Adviser, Financial Adviser and Joint Bookrunner ) | +44 (0)20 3005 5000 |
| Andrew Monk / Andrew Raca | |
| Tavistock (Financial PR) | +44 (0)20 7920 3150 |
| Simon Hudson / Saskia Sizen | invinity@tavistock.co.uk |
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.