TIDMVLS
RNS Number : 0341A
Velocys PLC
17 January 2024
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF THAT JURISDICTION
17 January 2024
RECOMMED CASH ACQUISITION
of
Velocys plc
by
Madison Bidco Limited
(a newly formed company indirectly owned by (i) a fund advised
by Lightrock, (ii) a fund advised by Carbon Direct Capital, (iii)
GenZero and (iv) Kibo Investments, as members of the
Consortium)
to be implemented by means of a scheme of arrangement
under Part 26 of the Companies Act 2006
Scheme of Arrangement becomes Effective
On 5 December 2023, the boards of directors of Madison Bidco
Limited ("Bidco") and Velocys plc ("Velocys" or the "Company")
announced that they had reached agreement on the terms and
conditions of a recommended cash acquisition by Bidco of the entire
issued, and to be issued, ordinary share capital of Velocys (the
"Acquisition"). The Acquisition is being implemented by way of a
Court-sanctioned scheme of arrangement under Part 26 of the
Companies Act 2006.
Unless otherwise defined, all capitalised terms in this
announcement shall have the meanings given to them in the scheme
document published by Velocys on 13 December 2023 in connection
with the Scheme (the "Scheme Document").
On 8 January 2024, the Scheme was approved by the requisite
majority of Scheme Shareholders at the Court Meeting and the
Resolution in connection with the implementation of the Scheme were
passed by the requisite majority of Velocys Shareholders at the
General Meeting.
Further to the announcement made by Velocys on 12 January 2024
that the Court had sanctioned the Scheme, Velocys is pleased to
announce that, following delivery of the Court Order to the
Registrar of Companies today, the Scheme has now become Effective
in accordance with its terms and accordingly, Bidco is now the
owner of all of the Scheme Shares (other than the Scheme Restricted
Shares).
Settlement
Scheme Shareholders on the register of members at the Scheme
Record Time, being 6.00 p.m. on 16 January 2024, are entitled to
receive 0.25 pence in cash for each Scheme Share as provided for in
the Scheme Document.
Settlement of the consideration to which each Scheme Shareholder
is entitled will, for Scheme Shareholders holding Scheme Shares
(other than Scheme Restricted Shares) in certificated form, be
effected by way of the despatch of cheques, or, for Scheme
Shareholders holding Scheme Shares (other than Scheme Restricted
Shares) in uncertificated form, through the crediting of CREST
accounts (or by any other method approved by the Panel) as soon as
practicable and in any event not later than 31 January 2024.
As a result of the Scheme becoming Effective, share certificates
in respect of Velocys Shares (other than any Scheme Restricted
Shares, if applicable) will cease to be valid and evidence of title
and entitlements to Velocys Shares held in uncertificated form
within the CREST system will be cancelled.
Sanctions Disqualified Shareholders should refer to paragraph 13
of Part 2 (Explanatory Statement) of the Scheme Document in respect
of the implications of the Scheme and the Acquisition on their
holdings of Velocys Shares.
Suspension of trading and cancellation of admission to trading
on AIM
Dealings in Velocys Shares on AIM were suspended with effect
from 7.30 a.m. today. An application has been made to the London
Stock Exchange for the cancellation of admission to trading of
Velocys Shares on AIM, which is expected to take effect at or
around 7.00 a.m. on 18 January 2024.
Dealing disclosures
Velocys is no longer in an "Offer Period" as defined in the
Takeover Code and accordingly the dealing disclosure requirements
previously notified to Velocys Shareholders no longer apply.
Resignation of non-executive directors
Each of the non-executive directors of Velocys has resigned as a
director of Velocys with immediate effect.
Enquiries:
Velocys plc
Henrik Wareborn
Philip Sanderson +44 20 7379 5151
Panmure Gordon (UK) Limited (Rule 3 Adviser,
Financial Adviser, Nomad and Joint Broker
to Velocys)
Emma Earl (Corporate Finance)
Will Goode (Corporate Finance)
Mark Rogers (Corporate Finance)
Hugh Rich (Corporate Broking) +44 20 7886 2500
Shore Capital Stockbrokers Limited (Joint
Broker)
Henry Willcocks (Corporate Broking)
Toby Gibbs (Corporate Advisory)
James Thomas (Corporate Advisory) +44 20 7408 4090
Radnor Capital (Investor Relations)
Joshua Cryer
Iain Daly +44 20 3897 1830
Buchanan (Financial PR)
Helen Tarbet
Simon Compton +44 20 7466 5000
Cavendish (Financial Adviser to Bidco
and the Consortium)
Marc Milmo
Henrik Persson
Seamus Fricker +44 20 7220 0500
Cooley (UK) LLP is acting as legal adviser to Bidco.
Mayer Brown International LLP is acting as legal adviser to
Velocys.
Important Notices
Panmure Gordon (UK) Limited ("Panmure Gordon"), which is
authorised and regulated in the United Kingdom by the Financial
Conduct Authority, is acting as financial adviser and Rule 3
adviser to Velocys and no one else in connection with the matters
described in this announcement and will not be responsible to
anyone other than Velocys for providing the protections offered to
clients of Panmure Gordon or for providing advice in connection
with any matter referred to in this announcement. Neither Panmure
Gordon nor any of its affiliates (nor their respective directors,
officers, employees or agents) owes or accepts any duty, liability
or responsibility whatsoever (whether direct or indirect, whether
in contract, in tort, under statute or otherwise) to any person who
is not a client of Panmure Gordon in connection with this
announcement, any statement contained herein, the Acquisition or
otherwise. No representation or warranty, express or implied, is
made by Panmure Gordon as to the contents of this announcement.
Shore Capital and Corporate Limited ("Shore Capital"), which is
authorised and regulated in the United Kingdom by the Financial
Conduct Authority, is acting as adviser to Velocys and no one else
in connection with the matters described in this announcement and
will not be responsible to anyone other than Velocys for providing
the protections offered to clients of Shore Capital or for
providing advice in connection with any matter referred to in this
announcement. Neither Shore Capital nor any of its affiliates (nor
their respective directors, officers, employees or agents) owes or
accepts any duty, liability or responsibility whatsoever (whether
direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Shore Capital in
connection with this announcement, any statement contained herein,
the Acquisition or otherwise. No representation or warranty,
express or implied, is made by Shore Capital as to the contents of
this announcement.
Cavendish Capital Markets Limited ("Cavendish"), which is
authorised and regulated in the United Kingdom by the Financial
Conduct Authority, is acting as financial adviser to the Consortium
and Bidco and no one else in connection with the matters described
in this announcement and will not be responsible to anyone other
than the Consortium and Bidco for providing the protections offered
to clients of Cavendish or for providing advice in connection with
any matter referred to in this announcement. Neither Cavendish nor
any of its affiliates (nor their respective directors, officers,
employees or agents) owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is
not a client of Cavendish in connection with this announcement, any
statement contained herein, the Acquisition or otherwise. No
representation or warranty, express or implied, is made by
Cavendish as to the contents of this announcement.
This announcement is for information purposes only and is not
intended to, and does not, constitute, or form part of, an offer,
invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of, any
securities or the solicitation of any vote or approval in any
jurisdiction pursuant to the Acquisition or otherwise, nor shall
there be any sale, issuance or transfer of securities of Velocys in
any jurisdiction in contravention of applicable law. The
Acquisition will be implemented solely pursuant to the terms of the
Scheme Document (or, if the Acquisition is implemented by way of a
Takeover Offer, the offer document), which will contain the full
terms and conditions of the Acquisition, including details of how
to vote in respect of the Acquisition. Any vote in respect of the
Scheme or other response in relation to the Acquisition should be
made only on the basis of the information contained in the Scheme
Document (or, if the Acquisition is implemented by way of a
Takeover Offer, the offer document).
This announcement does not constitute a prospectus, prospectus
equivalent document or exempted document.
If you are in any doubt about the contents of this announcement
or the action you should take, you are recommended to seek your own
independent financial advice immediately from your stockbroker,
bank manager, solicitor, accountant or independent financial
adviser duly authorised under the Financial Services and Markets
Act 2000 (as amended) if you are resident in the United Kingdom or,
if not, from another appropriately authorised independent financial
adviser.
Overseas Shareholders
The release, publication or distribution of this announcement in
or into jurisdictions other than the UK may be restricted by law
and therefore any persons who are subject to the law of any
jurisdiction other than the UK should inform themselves of, and
observe, any applicable legal or regulatory requirements. Any
failure to comply with such requirements may constitute a violation
of the securities laws of any such jurisdiction. To the fullest
extent permitted by applicable law, the companies and persons
involved in the Acquisition disclaim any responsibility or
liability for the violation of such restrictions by any person.
This announcement has been prepared in accordance with and for the
purpose of complying with English law, the Takeover Code and the
Market Abuse Regulation and information disclosed may not be the
same as that which would have been prepared in accordance with the
laws of jurisdictions outside England.
The availability of the Acquisition to Velocys Shareholders who
are not resident in and citizens of the UK may be affected by the
laws of the relevant jurisdictions in which they are located or of
which they are citizens. Persons who are not resident in the UK
should inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdictions. In particular, the
ability of persons who are not resident in the United Kingdom to
vote their Velocys Shares with respect to the Scheme at the Court
Meeting, or to appoint another person as proxy to vote at the Court
Meeting on their behalf, may be affected by the laws of the
relevant jurisdictions in which they are located. Any failure to
comply with the applicable restrictions may constitute a violation
of the securities laws of any such jurisdiction. To the fullest
extent permitted by applicable law, the companies and persons
involved in the Acquisition disclaim any responsibility or
liability for the violation of such restrictions by any person.
Further details in relation to Overseas Shareholders will be
contained in the Scheme Document (or, if the Acquisition is
implemented by way of a Takeover Offer, the offer document).
Unless otherwise determined by Bidco or required by the Takeover
Code, and permitted by applicable law and regulation, the
Acquisition will not be made available, directly or indirectly, in,
into or from a Restricted Jurisdiction where to do so would violate
the laws in that jurisdiction and no person may vote in favour of
the Scheme by any such use, means, instrumentality or from within a
Restricted Jurisdiction or any other jurisdiction if to do so would
constitute a violation of the laws of that jurisdiction. Copies of
this announcement and any formal documentation relating to the
Acquisition are not being, and must not be, directly or indirectly,
mailed or otherwise forwarded, distributed or sent in or into or
from any Restricted Jurisdiction and persons receiving such
documents (including agents, custodians, nominees and trustees)
must not mail or otherwise forward, distribute or send it in or
into or from any Restricted Jurisdiction. Doing so may render
invalid any related purported vote in respect of the Acquisition.
If the Acquisition is implemented by way of a Takeover Offer
(unless otherwise permitted by applicable law and regulation), the
Takeover Offer may not be made directly or indirectly, in or into,
or by the use of mails or any means or instrumentality (including,
but not limited to, facsimile, e-mail or other electronic
transmission, telex or telephone) of interstate or foreign commerce
of, or of any facility of a national, state or other securities
exchange of any Restricted Jurisdiction and the Takeover Offer may
not be capable of acceptance by any such use, means,
instrumentality or facilities.
Further details in relation to Overseas Shareholders will be
included in the Scheme Document (or, if the Acquisition is
implemented by way of a Takeover Offer, the offer document).
Sanctions Disqualified Shareholders
No Sanctions Disqualified Shareholder will be entitled to vote
at the Court Meeting or appoint a proxy to exercise all or any such
Shareholder's right to vote on their behalf at the meeting. Please
see paragraph 13 of Part 2 of the Scheme Document for further
details.
Notice to US or United States Velocys Shareholders
The Acquisition relates to the shares of an English company and
is being made by means of a scheme of arrangement provided for
under the laws of England and Wales. A transaction effected by
means of a scheme of arrangement is not subject to the tender offer
or proxy solicitation rules under the US Securities Exchange Act of
1934 (the "U.S. Exchange Act"). Accordingly, this announcement, the
Scheme and certain other documents relating to the Acquisition are
subject to the disclosure requirements and practices applicable in
the UK to schemes of arrangement which differ from the disclosure
requirements of the US tender offer and proxy solicitation rules.
The financial information included in this announcement and the
Scheme documentation has been prepared in accordance with generally
accepted accounting principles of the United Kingdom and thus may
not be comparable to financial information of US companies or
companies whose financial statements are prepared in accordance
with generally accepted accounting principles in the United
States.
If, in the future, Bidco exercises its right to implement the
Acquisition by way of a Takeover Offer, which is to be made into
the United States, such Takeover Offer will be made in compliance
with the applicable US laws and regulations.
It may be difficult for US holders of Velocys Shares to enforce
their rights and any claim arising out of the US federal laws,
since Bidco and Velocys are located in a non-US jurisdiction, and
some or all of their officers and directors may be residents of a
non-US jurisdiction. US holders of Velocys Shares may not be able
to sue a non-US company or its officers or directors in a non-US
court for violations of the US securities laws. Further, it may be
difficult to compel a non-US company and its affiliates to subject
themselves to a US court's judgement.
In accordance with normal UK practice and pursuant to Rule
14e-5(b) of the US Exchange Act, the Consortium, certain affiliated
companies or their nominees and brokers (acting as agents), may
from time to time make certain purchases of, or arrangements to
purchase, Velocys Shares outside of the US, other than pursuant to
the Acquisition, until the date on which the Acquisition becomes
Effective, lapses or is otherwise withdrawn. Also, in accordance
with Rule 14e-5(b) of the U.S. Exchange Act, Cavendish will
continue to act as exempt principal traders in Velocys shares on
the London Stock Exchange. These purchases may occur either in the
open market at prevailing prices or in private transactions at
negotiated prices. Any information about such purchases will be
disclosed as required in the United Kingdom, will be reported to a
Regulatory Information Service and will be available on the London
Stock Exchange website, www.londonstockexchange.com .
US Velocys Shareholders also should be aware that the
transaction contemplated herein may have tax consequences in the US
and, that such consequences, if any, are not described herein. US
Velocys Shareholders are urged to consult with legal, tax and
financial advisers in connection with making a decision regarding
this transaction.
Forward Looking Statements
This announcement (including information incorporated by
reference in this announcement), oral statements made regarding the
Acquisition, and other information published by Bidco and Velocys
contain statements which are, or may be deemed to be,
"forward-looking statements". Forward-looking statements are
prospective in nature and are not based on historical facts, but
rather on current expectations and projections of the management of
Bidco and Velocys about future events, and are therefore subject to
risks and uncertainties which could cause actual results to differ
materially from the future results expressed or implied by the
forward-looking statements.
The forward-looking statements contained in this announcement
include statements relating to the expected effects of the
Acquisition on Bidco and Velocys (including their future prospects,
developments and strategies), the expected timing and scope of the
Acquisition and other statements other than historical facts.
Often, but not always, forward-looking statements can be identified
by the use of forward-looking words such as "prepares", "plans",
"expects" or "does not expect", "is expected", "is subject to",
"budget", "projects", "synergy", "strategy", "scheduled", "goal",
"estimates", "forecasts", "cost-saving", "intends", "anticipates"
or "does not anticipate", or "believes", or variations of such
words and phrases or statements that certain actions, events or
results "may", "could", "should", "would", "might" or "will" be
taken, occur or be achieved. Forward looking statements may include
statements relating to the following: (i) future capital
expenditures, expenses, revenues, earnings, synergies, economic
performance, indebtedness, financial condition, dividend policy,
losses and future prospects; (ii) business and management
strategies and the expansion and growth of Bidco's, Velocys' or any
member of the Velocys Group's operations and potential synergies
resulting from the Acquisition; and (iii) the effects of global
economic conditions and governmental regulation on Bidco's,
Velocys' or any member of the Velocys Group's business.
Although Bidco and Velocys believe that the expectations
reflected in such forward-looking statements are reasonable, Bidco
and Velocys can give no assurance that such expectations will prove
to be correct. By their nature, forward-looking statements involve
risk and uncertainty because they relate to events and depend on
circumstances that will occur in the future. There are a number of
factors that could cause actual results and developments to differ
materially from those expressed or implied by such forward-looking
statements.
These factors include, but are not limited to: the ability to
complete the Acquisition; the ability to obtain requisite
shareholder approvals and the satisfaction of other Conditions on
the proposed terms and schedule; changes in the global political,
economic, business and competitive environments and in market and
regulatory forces; changes in future exchange and interest rates;
changes in tax rates; future business combinations or disposals;
changes in general economic and business conditions; changes in the
behaviour of other market participants; changes in the anticipated
benefits from the proposed transaction not being realised as a
result of changes in general economic and market conditions in the
countries in which Bidco and Velocys operate, weak, volatile or
illiquid capital and/or credit markets, changes in tax rates,
interest rate and currency value fluctuations, the degree of
competition in the geographic and business areas in which Bidco and
Velocys operate and changes in laws or in supervisory expectations
or requirements. Other unknown or unpredictable factors could cause
actual results to differ materially from those expected, estimated
or projected in the forward-looking statements. If any one or more
of these risks or uncertainties materialises or if any one or more
of the assumptions proves incorrect, actual results may differ
materially from those expected, estimated or projected. Such
forward-looking statements should therefore be construed in the
light of such factors. Neither Bidco nor Velocys, nor any of their
respective associates or directors, officers or advisers, provides
any representation, assurance or guarantee that the occurrence of
the events expressed or implied in any forward-looking statements
in this announcement will actually occur. You are cautioned not to
place any reliance on these forward-looking statements which speak
only as of the date of this announcement.
Specifically, statements of estimated cost savings and synergies
related to future actions and circumstances which, by their nature,
involve risks, uncertainties and contingencies. As a result, the
cost savings and synergies referred to may not be achieved, may be
achieved later or sooner than estimated, or those achieved could be
materially different from those estimated. Due to the scale of the
Velocys Group, there may be additional changes to the Velocys
Group's operations. As a result, and given the fact that the
changes relate to the future, the resulting cost synergies may be
materially greater or less than those estimated.
Other than in accordance with their legal or regulatory
obligations, neither Bidco nor Velocys is under any obligation, and
Bidco and Velocys expressly disclaim any intention or obligation,
to update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise.
Publication on a website
In accordance with Rule 26.1 of the Takeover Code, a copy of
this announcement and the documents required to be published under
Rule 26 of the Takeover Code will be made available, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, on Bidco's website at www.madisonmomentum.com and
Velocys' website at http://offer.velocys.com by no later than 12
noon (London time) on the Business Day following this announcement.
For the avoidance of doubt, neither the content of this website nor
of any website accessible from hyperlinks is incorporated by
reference or forms part of this announcement.
Requesting hard copy documents
In accordance with Rule 30.3 of the Takeover Code, Velocys
Shareholders, persons with information rights and participants in
Velocys Share Plans may request a hard copy of this announcement by
contacting Link Group on 0371 664 0321. Calls are charged at the
standard geographic rate and will vary by provider. Calls outside
the United Kingdom will be charged at the applicable international
rate. The helpline is open between 9 am - 5.30 pm, Monday to Friday
excluding public holidays in England and Wales. Please note that
Link Group cannot provide any financial, legal or tax advice and
calls may be recorded and monitored for security and training
purposes. For persons who receive a copy of this announcement in
electronic form or via a website notification, a hard copy of this
announcement will not be sent unless so requested. Such persons may
also request that all future documents, announcements and
information (and any information incorporated into them by
reference to another source) in relation to the Acquisition be sent
to them in hard copy form.
Electronic communications
Please be aware that addresses, electronic addresses and certain
other information provided by Velocys Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Velocys may be provided to Bidco during the
offer period as required under Section 4 of Appendix 4 of the
Takeover Code to comply with Rule 2.11(c) of the Takeover Code.
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END
SOABRMTTMTTBBAI
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January 17, 2024 07:26 ET (12:26 GMT)
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