AIM - Schedule One - Invinity Energy Systems plc

Announcement provided by

02/12/2024 12:00

RNS Number : 4235O

AIM

02 December 2024

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

COMPANY NAME:

Invinity Energy Systems plc ("Invinity" or the "Company" or the "Group")

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :

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

COUNTRY OF INCORPORATION:

Current: Jersey

Proposed: England and Wales

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

https://invinity.com/aim-rule-26/

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:

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.

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):

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.

CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

No capital to be raised on Admission.

Anticipated market capitalisation on Admission: £50.1 million

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

43.7%

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:

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")

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):

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

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):

Significant Shareholders before and after Admission:

Name	Percentage of Ordinary Shares held
National Wealth Fund	24.7%
Schroders plc	18.3%
Premier Miton	4.3%
Janus Henderson	3.7%
Herald Investment Management	3.7%

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

None

(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:

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)

EXPECTED ADMISSION DATE:

9 January 2025

NAME AND ADDRESS OF NOMINATED ADVISER:

Canaccord Genuity Limited

88 Wood Street

London

EC2V 7QR

NAME AND ADDRESS OF BROKER:

Canaccord Genuity Limited

88 Wood Street

London

EC2V 7QR

VSA Capital Limited

Park House

16-18 Finsbury Circus

London

EC2M 7EB

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:

N/a

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

The Quoted Companies Alliance Corporate Governance Code (2018)

DATE OF NOTIFICATION:

2 December 2024

NEW/ UPDATE:

New

QUOTED APPLICANTS MUST ALSO COMPLETE THE FOLLOWING:

THE NAME OF THE AIM DESIGNATED MARKET UPON WHICH THE APPLICANT'S SECURITIES HAVE BEEN TRADED:

AIM Market of the London Stock Exchange

THE DATE FROM WHICH THE APPLICANT'S SECURITIES HAVE BEEN SO TRADED:

25 April 2006

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:

The Company has adhered to the legal and regulatory requirements involved in having its securities traded.

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:

https://invinity.com/

DETAILS OF THE APPLICANT'S STRATEGY FOLLOWING ADMISSION INCLUDING, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING STRATEGY:

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.

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:

- £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.

- 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.

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:

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.

DETAILS OF ANY LOCK-IN ARRANGEMENTS PURSUANT TO RULE 7 OF THE AIM RULES:

None

A BRIEF DESCRIPTION OF THE ARRANGEMENTS FOR SETTLING THE APPLICANT'S SECURITIES:

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.

A WEBSITE ADDRESS DETAILING THE RIGHTS ATTACHING TO THE APPLICANT'S SECURITIES:

https://invinity.com/

INFORMATION EQUIVALENT TO THAT REQUIRED FOR AN ADMISSION DOCUMENT WHICH IS NOT CURRENTLY PUBLIC:

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:

- The reasoning behind the redomicile and the key steps required to achieve it;

- Material contracts;

- Risk Factors;

- A summary of the changes to the Company's constitution;

- A reconciliation of the differences in corporation and tax law between UK and Jersey;

- Information on each class of share capital; and

- 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.

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:

https://invinity.com/investors/shareholder-documents/

THE NUMBER OF EACH CLASS OF SECURITIES HELD IN TREASURY:

None

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