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ANNOUNCEMENT TO BE MADE BY
THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF
THE AIM RULES FOR COMPANIES ("AIM RULES")
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COMPANY NAME:
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Invinity Energy Systems plc
("Invinity" or the "Company" or the "Group")
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COMPANY REGISTERED OFFICE ADDRESS AND
IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES)
:
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Current:
3rd Floor IFC5
Castle Street
St. Helier
Jersey
JE2 3BY
Proposed on Admission:
New Broad Street House
35 New Broad Street
London
England
EC2M 1NH
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COUNTRY OF INCORPORATION:
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Current: Jersey
Proposed: England and
Wales
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COMPANY WEBSITE ADDRESS CONTAINING
ALL INFORMATION REQUIRED BY AIM RULE 26:
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https://invinity.com/aim-rule-26/
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COMPANY BUSINESS (INCLUDING
MAIN COUNTRY OF OPERATION) OR, IN THE CASE
OF AN INVESTING COMPANY, DETAILS OF ITS
INVESTING POLICY). IF THE
ADMISSION IS SOUGHT AS A RESULT OF A
REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:
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As announced by the Company on 22
November 2024, Invinity is seeking admission to AIM of a new parent
company, incorporated in England and Wales, in order to redomicile
the Group from Jersey to the UK ("Admission"). The Company is not
raising further capital as part of the Admission.
Invinity sells energy storage
products to accelerate the global energy transition to renewable
sources such as wind, solar and tidal power. As renewable energy is
fundamentally intermittent, energy storage will increasingly be
required to bridge the gaps across periods of darkness for solar,
calm for wind turbines, and slack tide for tidal power.
Invinity's batteries utilise Vanadium
Flow Battery ("VFB") technology, a proven alternative to
lithium-based batteries for stationary energy storage. Unlike
lithium-based batteries, VFBs present no fire risk and can be
cycled continuously over a 20 year operating lifespan. VFBs are
also capable of delivering comparatively low-cost energy over their
period of operation.
To date Invinity has 75 MWh of
batteries either already deployed or contracted for delivery,
across 82 projects in 15 countries on five continents.
The Company's next generation VFB
product, codenamed "Mistral", which will bring the cost of energy
down further still, is due for commercial release before the end of
2024.
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DETAILS OF SECURITIES TO BE ADMITTED
INCLUDING ANY RESTRICTIONS AS TO TRANSFER
OF THE SECURITIES (i.e. where known, number and type of shares,
nominal value and issue price to which it seeks admission and the
number and type to be held as treasury shares):
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440,557,550 ordinary shares
("Ordinary Shares") will be admitted to AIM.
On Admission, which is expected to
occur on 9 January 2025, the Company's Ordinary Shares are expected
to have a nominal value at or marginally below the prevailing share
price prior to Admission. On 15 January 2025, it is expected that a
capital reduction will become effective, which will reduce the
nominal value of the Company's Ordinary Shares to £0.01
each.
These changes to nominal value are
not expected to have any impact on the market value of the
Company's Ordinary Shares.
No Ordinary Shares are held in
treasury and there are no restrictions on the transfer of Ordinary
Shares.
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CAPITAL TO BE RAISED ON ADMISSION
(AND/OR SECONDARY OFFERING) AND ANTICIPATED MARKET CAPITALISATION
ON ADMISSION:
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No capital to be raised on
Admission.
Anticipated market capitalisation on
Admission: £50.1 million
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PERCENTAGE OF AIM SECURITIES
NOT IN PUBLIC HANDS AT
ADMISSION:
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43.7%
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DETAILS OF ANY OTHER EXCHANGE OR
TRADING PLATFORM TO WHICH THE AIM
SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE
ADMITTED OR TRADED:
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The Company's Ordinary Shares are
also traded on the Apex segment of the Aquis Stock Exchange (AQSE)
Growth Market (AQSE:IES) and trade on the OTCQX Best Market (under
the symbol "IESVF")
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FULL NAMES AND FUNCTIONS OF
DIRECTORS AND PROPOSED DIRECTORS
(underlining the first name by which each is known or including any
other name by which each is known):
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Neil Christopher O'Brien (Non-executive Chairman)
Jonathan Anthony Frank Marren (Chief Executive Officer)
Adam James
Howard (Chief Financial
Officer)*
Matthew Albert MacLennan Harper (Chief Commercial Officer)
Rajat Kohli (Senior
Independent non-executive Director)
Michael James Wills Farrow (Non-executive Director)
Kristina Ann
Peterson (Non-executive
Director)
*Proposed Director - appointed to
the Board effective 9 December 2024
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FULL NAMES AND HOLDINGS OF
SIGNIFICANT SHAREHOLDERS EXPRESSED AS A
PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION
(underlining the first name by which each is known or including any
other name by which each is known):
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Significant Shareholders before and
after Admission:
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Name
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Percentage
of Ordinary Shares held
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National Wealth Fund
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24.7%
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Schroders plc
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18.3%
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Premier Miton
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4.3%
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Janus Henderson
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3.7%
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Herald Investment
Management
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3.7%
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NAMES OF ALL PERSONS TO BE DISCLOSED
IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM
RULES:
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None
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(i)
ANTICIPATED ACCOUNTING REFERENCE DATE
(ii) DATE TO WHICH
THE MAIN FINANCIAL INFORMATION IN THE
ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by
unaudited interim financial information)
(iii) DATES BY WHICH IT
MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND
19:
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i) 31
December
ii) 30 June
2024 - Existing issuer re-admitting to AIM. The Company's
historical financial information can be found on the Company's
website: https://invinity.com/investors/financial-reports-calendar/
iii) The
Company must publish:
a. Annual accounts
to 31 December 2024, by 30 June 2025 (pursuant to AIM Rule
19)
b. Interim results
to 30 June 2025, by 30 September 2025 (pursuant to AIM Rule
18)
c. Annual accounts
to 31 December 2025, by 30 June 2026 (pursuant to AIM Rule
19)
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EXPECTED ADMISSION DATE:
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9 January 2025
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NAME AND ADDRESS OF NOMINATED
ADVISER:
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Canaccord Genuity Limited
88 Wood Street
London
EC2V 7QR
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NAME AND ADDRESS OF
BROKER:
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Canaccord Genuity Limited
88 Wood Street
London
EC2V 7QR
VSA Capital Limited
Park House
16-18 Finsbury Circus
London
EC2M 7EB
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OTHER THAN IN THE CASE OF A
QUOTED APPLICANT, DETAILS OF WHERE (POSTAL
OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM,
WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE
APPLICANT AND THE ADMISSION OF ITS SECURITIES:
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N/a
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THE CORPORATE GOVERNANCE CODE THE
APPLICANT HAS DECIDED TO APPLY
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The Quoted Companies Alliance
Corporate Governance Code (2018)
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DATE OF NOTIFICATION:
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2 December 2024
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NEW/ UPDATE:
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New
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QUOTED APPLICANTS MUST ALSO COMPLETE THE
FOLLOWING:
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THE NAME OF THE AIM
DESIGNATED MARKET UPON WHICH THE APPLICANT'S SECURITIES HAVE
BEEN TRADED:
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AIM Market of the London Stock
Exchange
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THE DATE FROM WHICH THE APPLICANT'S
SECURITIES HAVE BEEN SO TRADED:
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25 April 2006
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CONFIRMATION THAT, FOLLOWING DUE AND
CAREFUL ENQUIRY, THE APPLICANT HAS ADHERED TO ANY LEGAL AND
REGULATORY REQUIREMENTS INVOLVED IN HAVING ITS SECURITIES TRADED
UPON SUCH A MARKET OR DETAILS OF WHERE THERE HAS
BEEN ANY BREACH:
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The Company has adhered to the legal
and regulatory requirements involved in having its securities
traded.
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AN ADDRESS OR WEB-SITE ADDRESS WHERE
ANY DOCUMENTS OR ANNOUNCEMENTS WHICH THE APPLICANT HAS MADE PUBLIC
OVER THE LAST TWO YEARS (IN CONSEQUENCE OF HAVING ITS SECURITIES SO
TRADED) ARE AVAILABLE:
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https://invinity.com/
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DETAILS OF THE APPLICANT'S STRATEGY
FOLLOWING ADMISSION INCLUDING, IN THE CASE OF AN INVESTING COMPANY,
DETAILS OF ITS INVESTING STRATEGY:
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Invinity is pursuing a two-part
market-engagement strategy that relies on partners for
regionally-appropriate functions and capabilities, thereby reducing
capital requirements as the Company scales. In the core markets of
the UK and North America, the Group will work with partners to
offer a full set of capabilities, including commercial engagement,
product delivery, and after-sales support, whereas outside the core
markets Invinity will focus on identifying, engaging with, and
supporting partners capable of providing the entire set of services
the Company provides directly in North America and the
UK.
The Company's capex-light
manufacturing strategy also relies on partners except for
production of Invinity's cell stack which is currently produced by
the Group in leased facilities in Bathgate, UK, and Vancouver,
Canada. Invinity has expanded its manufacturing capabilities
through the transition to a larger manufacturing partner, Baojia,
who is an existing strategic investor in Invinity. Baojia is
currently delivering components to
Invinity's factories in North America
and the United Kingdom and completed products to Invinity customers
in the Asia-Pacific region. Invinity has also increased the
capacity of its own facilities, most recently in the UK through the
opening of an additional manufacturing facility in
Scotland.
Outside of the core markets of UK and
North America, the Company's manufacturing strategy is based on a
licence and royalty model that leverages the capabilities of
Invinity's market-engagement partners. When appropriate, Invinity
grants its partner a licence to assemble the Company's batteries in
region, reducing working-capital requirements by providing direct
access to the Company's supply chain and generating gross margin
for the Company in the form of royalty payments made by the partner
to Invinity. The Company supplies the required cell stacks,
manufacturing them at its own facilities, thereby retaining and
protecting this core intellectual property ("IP"). A prominent
example of the successful implementation of this model can be seen
in Taiwan where Invinity signed a strategic manufacturing agreement
with the Company's strategic partner Everdura, announced 26
February 2024.
Invinity announced a £25m strategic
investment from the National Wealth Fund ("NWF") (formerly known as
UK Infrastructure Bank) in May 2024. As well as financing the
expansion of UK operations, this capital can also be used by
Invinity to invest into UK long duration energy storage projects
which utilise the Company's vanadium flow batteries.
The Company is on track to launch its
next generation product, codenamed "Mistral" before the end of
2024. This product is expected to drive improved margins for
Invinity in the future and its launch marks an important milestone
on Invinity's pathway to profitability.
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A DESCRIPTION OF ANY SIGNIFICANT
CHANGE IN FINANCIAL OR TRADING POSITION OF THE APPLICANT, WHICH HAS
OCCURRED SINCE THE END OF THE LAST FINANCIAL PERIOD FOR WHICH
AUDITED STATEMENTS HAVE BEEN PUBLISHED:
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-
£57m Fundraise - May 2024
On 24 May 2024, the Company
completed a £57.4m equity fundraising by way of a Placing,
Subscription and an Open Offer. Funds were raised to i) provide
working capital, ii) invest in Long Duration Energy Storage
projects, iii) accelerate manufacturing and deployment of the
Company's next-generation battery, iv) invest in the Company's
manufacturing facilities, and v) strengthen Invinity's balance
sheet. Further information on the fundraise can be found in the
shareholder circular dated 3 May 2024 and available on the
Company's website, and in announcements published via a Regulated
News Service between 1 May 2024 and 24 May 2024.
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Trading Update - September 2024
On 6 September 2024, the Company
published a trading update announcement that adjusted expectations
for the Company's financial performance in the six months to 30
June 2024 and for the year ending 31 December 2024. Further
information on this trading update can be found on in the Company's
6 September 2024 Regulated News Service announcement.
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A STATEMENT THAT THE DIRECTORS OF THE
APPLICANT HAVE NO REASON TO BELIEVE THAT THE WORKING CAPITAL
AVAILABLE TO IT OR ITS GROUP WILL BE INSUFFICIENT FOR AT LEAST
TWELVE MONTHS FROM THE DATE OF ITS ADMISSION:
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The Directors have no reason to
believe that the working capital available to the Group
will
be insufficient for at least 12
months from the date of its Admission.
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DETAILS OF ANY LOCK-IN ARRANGEMENTS
PURSUANT TO RULE 7 OF THE AIM RULES:
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None
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A BRIEF DESCRIPTION OF THE
ARRANGEMENTS FOR SETTLING THE APPLICANT'S SECURITIES:
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Following Admission, settlement of
Invinity's shares will continue to be through the CREST system for
dealings in Ordinary Shares held in uncertificated form.
CREST is a paperless settlement
system enabling securities to be evidenced otherwise than by
certificate and transferred otherwise than by written instrument in
accordance with the CREST Regulations. The Articles permit the
holding of Ordinary Shares in uncertificated form in accordance
with the CREST Regulations. CREST is a voluntary system and holders
of Ordinary Shares who wish to receive and retain share
certificates will be able to do so.
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A WEBSITE ADDRESS DETAILING THE
RIGHTS ATTACHING TO THE APPLICANT'S SECURITIES:
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https://invinity.com/
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INFORMATION EQUIVALENT TO THAT
REQUIRED FOR AN ADMISSION DOCUMENT WHICH IS NOT CURRENTLY
PUBLIC:
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On 22 November 2024, the Company
published a shareholder circular in relation to the proposed
redomiciliation of the Company from Jersey to the UK ("the
Circular").
This Circular can be accessed on the
Company's website through the following link:
https://invinity.com/investors/shareholder-documents/
Included in this Circular is all
information equivalent to that required for an admission document
which is not currently public.
The Circular includes, inter alia,
the following:
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The reasoning behind the redomicile and the key
steps required to achieve it;
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Material contracts;
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Risk Factors;
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A summary of the changes to the Company's
constitution;
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A reconciliation of the differences in corporation
and tax law between UK and Jersey;
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Information on each class of share capital;
and
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Information relating to each Director as required
by Schedule 2(g) of the AIM Rules for Companies.
The Company's historical financial
information can be accessed via the Company's website.
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A WEBSITE ADDRESS OF A PAGE
CONTAINING THE APPLICANT'S LATEST ANNUAL REPORT AND ACCOUNTS WHICH
MUST HAVE A FINANCIAL YEAR END NOT MORE THEN NINE MONTHS PRIOR TO
ADMISSION AND INTERIM RESULTS WHERE APPLICABLE. THE ACCOUNTS
MUST BE PREPARED IN ACCORDANCE WITH ACCOUNTING STANDARDS
PERMISSIBLE UNDER AIM RULE 19:
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https://invinity.com/investors/shareholder-documents/
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THE NUMBER OF EACH CLASS OF
SECURITIES HELD IN TREASURY:
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None
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