Vertical Aerospace Ltd. (“Vertical” or the “Company”) (NYSE:
EVTL, EVTLW), a global aerospace and technology company pioneering
electric aviation, today announced a one-for-ten (1:10) reverse
share split of its issued and unissued ordinary shares (the
“ordinary shares”) and preferred shares, par value $0.0001 per
share (the “Reverse Share Split”).
The Reverse Share Split will become effective at 4:01 p.m.
Eastern Time on September 20, 2024 (the “Effective Date”). The
Company’s ordinary shares will begin trading on a split-adjusted
basis when the New York Stock Exchange (“NYSE”) opens for trading
on Monday, September 23, 2024 (i.e., the first trading day
following the Effective Date) under the existing trading symbol
“EVTL,” but the ordinary shares will trade under a new CUSIP
number, G9471C206. The Company’s outstanding public warrants will
continue to be traded under the symbol “EVTLW” and the CUSIP number
for such public warrants will remain unchanged.
The Company obtained shareholders’ approval for the Reverse
Share Split at a ratio of between 1-for-5 and 1-for-20 at the
Company’s annual general meeting of the shareholders held on
September 16, 2024, with the final decision of whether to proceed
with the Reverse Share Split, the effective time of the Reverse
Share Split, and the final reverse share split ratio to be
determined by the Company’s board of directors in its sole
discretion. On September 16, 2024, the Company’s board of directors
approved the reverse share split ratio of 1-for-10 and the
Effective Date for the Reverse Share Split.
The Reverse Share Split is intended to increase the per share
trading price of the ordinary shares to enable the Company to
regain compliance with the minimum share price criteria of Section
802.01C of the NYSE Listed Company Manual. As a result of the
Reverse Share Split, every ten issued and unissued ordinary shares
will automatically be converted into one ordinary share, and every
ten preferred shares will automatically be converted into one
preferred share. The Reverse Share Split will also result in a
proportional decrease in the number of authorized ordinary shares
and preferred shares, and a proportional increase in the par value
of the ordinary shares and preferred shares, in each case in
accordance with the reverse share split ratio. Upon effectiveness
of the Reverse Shares Split, the Company will be authorized to
issue 100,000,000 ordinary shares, par value US$0.001 per ordinary
share, and 10,000,000 preferred shares, par value US$0.001 per
preferred share.
No fractional shares will be issued as a result of the Reverse
Share Split. Instead, in lieu of any fractional shares to which a
shareholder of record would otherwise be entitled as a result of
the Reverse Share Split, the shareholder of record will be entitled
to receive a pro rata portion of the net proceeds obtained from the
aggregation and sale by the Company’s exchange agent, Continental
Stock Transfer & Trust Company, of the fractional shares
resulting from the Reverse Share Split (reduced by any customary
brokerage fees, commissions and other expenses). Except for
adjustments that may result from the treatment of fractional shares
as described below, the Reverse Share Split will affect all
shareholders uniformly. The proportionate voting rights and other
rights and preferences of the holders of the Company’s ordinary
shares will not be affected by the Reverse Share Split (other than
as a result of the payment of cash in lieu of fractional
shares).
The Reverse Share Split will also affect the ordinary shares
issuable under the Company’s 2021 Incentive Award Plan as well as
the Company’s outstanding warrants, convertible notes and options.
Generally, the documents pertaining to these instruments include
provisions providing for proportionate adjustments to be made in
the event of a reverse share split. Specifically, the exercise
price and the number of ordinary shares issuable pursuant to these
instruments will be adjusted pursuant to the terms of such
instruments in connection with the Reverse Share Split.
For the Company’s public warrants, as a result of the Reverse
Share Split, each public warrant will be automatically adjusted to
become exercisable for 1/10 of one ordinary share, meaning that ten
(10) public warrants must be exercised for a holder of public
warrants to receive one (1) ordinary share of the Company following
the Reverse Share Split. The warrant price will also be
automatically adjusted to reflect the Reverse Share Split, such
that the exercise price for a holder of public warrants to receive
one (1) ordinary share of the Company following the Reverse Share
Split will amount to $115.00. Pursuant to the terms of the public
warrants, no fractional shares will be issued upon exercise of the
public warrants following the Reverse Share Split. If, by reason of
the adjustments to the public warrants made in relation to the
Reverse Share Split, the holder of any public warrant would be
entitled, upon the exercise of such warrant, to receive a
fractional interest in a share, the Company will, upon such
exercise, round down to the nearest whole number the number of
ordinary shares to be issued to the warrant holder.
Additional information regarding the Reverse Share Split can be
found in the Company’s circular to the Company’s shareholders
furnished to the Securities and Exchange Commission on a Form 6-K
on August 16, 2024.
About Vertical Aerospace
Vertical Aerospace is a global aerospace and technology company
pioneering electric aviation.
Vertical is creating a safer, cleaner and quieter way to travel.
Vertical’s VX4 is a piloted, four passenger, Electric Vertical
Take-Off and Landing (eVTOL) aircraft, with zero operating
emissions. Vertical combines partnering with leading aerospace
companies, including GKN, Honeywell and Leonardo, with developing
its own proprietary battery and propeller technology to develop the
world’s most advanced and safest eVTOL.
Vertical has 1,500 pre-orders of the VX4 worth $6bn, with
customers across four continents, including Virgin Atlantic,
American Airlines, Japan Airlines, GOL and Bristow. Headquartered
in Bristol, the epicentre of the UK’s aerospace industry, Vertical
was founded in 2016 by Stephen Fitzpatrick, founder of the OVO
Group, Europe’s largest independent energy retailer.
Vertical’s experienced leadership team comes from top tier
automotive and aerospace companies such as Rolls-Royce, Airbus, GM
and Leonardo. Together they have previously certified and supported
over 30 different civil and military aircraft and propulsion
systems.
Forward-Looking
Statements
This press release contains forward-looking statements within
the meaning of the U.S. Private Securities Litigation Reform Act of
1995 that relate to our current expectations and views of future
events. We intend such forward-looking statements to be covered by
the safe harbor provisions for forward-looking statements as
contained in Section 27A of the Securities Act and Section 21E of
the Exchange Act. Any express or implied statements contained in
this press release that are not statements of historical fact may
be deemed to be forward-looking statements, including, without
limitation, statements regarding the Company’s ability to regain
compliance with the minimum share price criteria for maintaining
its listing on the NYSE, design and manufacture of the VX4,
business strategy and plans and objectives of management for future
operations, as well as statements that include the words “expect,”
“intend,” “plan,” “believe,” “project,” “forecast,” “estimate,”
“may,” “should,” “anticipate,” “will,” “aim,” “potential,”
“continue,” “are likely to” and similar statements of a future or
forward-looking nature. Forward-looking statements are neither
promises nor guarantees, but involve known and unknown risks and
uncertainties that could cause actual results to differ materially
from those projected, including, without limitation the important
factors discussed under the caption “Risk Factors” in our Annual
Report on Form 20-F filed with the U.S. Securities and Exchange
Commission (“SEC”) on March 14, 2024, as such factors may be
updated from time to time in our other filings with the SEC. Any
forward-looking statements contained in this press release speak
only as of the date hereof and accordingly undue reliance should
not be placed on such statements. We disclaim any obligation or
undertaking to update or revise any forward-looking statements
contained in this press release, whether as a result of new
information, future events or otherwise, other than to the extent
required by applicable law.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240916190572/en/
Justin Bates, Head of Communications
justin.bates@vertical-aerospace.com +44 7878 357 463
Samuel Emden, Head of Investor Affairs
samuel.emden@vertical-aerospace.com +44 7816 459 904
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