TIDMIES
RNS Number : 7315J
Invinity Energy Systems PLC
14 December 2022
The information contained within this Announcement is deemed by
Invinity Energy Systems plc to constitute inside information as
stipulated under the Market Abuse Regulation (EU) No. 596/2014 as
it forms part of UK law by virtue of the European Union
(Withdrawal) Act 2018 ("MAR").
14 December 2022
Invinity Energy Systems plc
("Invinity" or the "Company")
USD $10m funding facility in place with initial draw down of
$2.5m
Invinity Energy Systems plc (AIM: IES) (AQSE: IES) (OTCQX:
IESVF), a leading global manufacturer of utility-grade energy
storage , is pleased to announce that it has agreed terms on a
convertible loan facility for up to USD $10m (the "Facility") with
Riverfort Global Opportunities and YA II PN Ltd. (together the
"Noteholders"), with an initial drawn amount of USD $2.5m, expected
to be received by the Company on 14 December 2022, net of
associated costs.
Invinity has recently closed several high-profile commercial
contracts, equivalent to over 30 MWh of battery orders received so
far in Q4 2022 alone. The Facility will provide additional support
for Invinity's short-term working capital requirements as the
Company looks to deliver on these and other contracts, whilst
continuing to close further deals and develop the pipeline of
contracts expected to be signed in 2023 and beyond. In addition to
putting this Facility in place, Invinity also continues to actively
manage its cost base as the Company progresses towards becoming
operationally profitable.
The Key terms of the Facility:
-- Initial drawn amount of USD $2.5m (the "Initial Advance").
-- As part of the Facility, 2,700,038 ordinary shares in
Invinity ("Ordinary Shares") are being issued to the Noteholders
(the "Initial Shares"), which is to effect initial conversions
relating to the Initial Advance. Further details are set out
below.
-- Any amount drawn down under the Facility is convertible into
Ordinary Shares at a price equal to the lower of (a) 130% of the
five day VWAP immediately prior to that drawdown (the "Reference
Price") (130% of the Reference Price being the "Fixed Price") and
(b) 92% of the lowest daily VWAP in the 10 days prior to the
Noteholder's notice of conversion (but such period can commence no
earlier than 1 December 2022 and will be shortened accordingly)
(the "Variable Price") .
-- The Noteholders may agree (but shall not be obliged) for the
Company to make further drawdowns during the three year term of the
Facility, up to a maximum aggregate amount (including the Initial
Advance) of USD $10m.
-- Any further advance beyond the Initial Advance would be
subject to customary conditions precedents for such facilities
including sufficient share authority and therefore the Company may
require shareholder approval to be obtained from time to time.
-- No interest is payable on the Initial Advance and any
interest rate on any further advance is to be agreed between the
parties.
-- The Noteholders will also be granted a number of warrants
equal to 30% of each drawdown divided by the Reference Price. The
exercise price of the warrants will be 150% of the Reference
Price.
o The Reference Price for the Initial Advance is 44.9p, meaning
the Noteholders will be granted 1,350,020 warrants at the time of
the Initial Advance, exercisable at 67.35p each. Warrants are
exercisable for up to four years.
-- Invinity will pay a commitment fee of 5% of the Initial
Advance plus legal and due diligence fees which will be deducted
from the Initial Advance to the extent not settled in advance.
-- Invinity has the right to repay the Initial Advance at any
time with 10 working days' notice at a redemption premium of 10% of
the outstanding balance, provided that:
o The average daily VWAP in the 10 days before both the Company
giving notice of prepayment and the prepayment date itself; and
o the VWAP the day before both the notice of prepayment and the
prepayment day itself,
are all below the lower of (a) the Fixed Price and (b) the price
at which Invinity has issued any equity since the Initial
Advance.
In the event that the Invinity is not able satisfy these
conditions but the balance outstanding is equal to or less than
$250,000, the Company may still repay the Initial Advance at any
time with 10 working days' notice at a redemption premium of 20% of
the outstanding balance.
-- Noteholders are restricted from short selling until repayment of the Facility.
-- As set out above, the Noteholders are being issued with the
Initial Shares, which is equivalent to initial conversions relating
to the Initial Advance. To the extent that the Noteholders sell
these shares, the amount owing under the facility will be reduced
by the number of Initial Shares sold multiplied by the lower of the
Fixed Price and the Variable Price . The economic effect of this
arrangement is identical to conversion of the debt elements of the
Facility. To the extent that the Noteholders still hold Initial
Shares after the Facility has been repaid in full, the shares will
be sold by the Noteholders with the proceeds remitted to the
Company.
In addition, the Company has agreed to issue 170,000 Ordinary
Shares (the "Fee Shares") to an adviser in partial settlement of
fees due.
Application has been made for the Initial Shares and the Fee
Shares, totalling 2,870,038 new Ordinary Shares to be admitted to
trading on AIM and the Aquis Stock Exchange and dealings are
expected to occur on 20 December 2022.
Following the issue of the new Ordinary Shares the issued
ordinary share capital of the Company comprises 119,007,689
Ordinary Shares of EUR0.01 each with one vote per share. Therefore,
this figure can be used by shareholders as the denominator for the
calculations by which to determine if they are required to notify
their interest in, or a change to their interest in, the Company
under the FCA's Disclosure and Transparency Rules.
Larry Zulch, Chief Executive Officer at Invinity said:
"I am delighted with the commercial progress made by Invinity in
recent weeks. In our interim results in September 2022, we
highlighted our significant order backlog and considerable
near-term commercial interest. The facility we have secured
supports delivering those orders while continuing to develop
upcoming opportunities."
Enquiries :
Invinity Energy Systems plc +44 (0)20 4551 0361
Jonathan Marren, Chief Development Officer and
Interim CFO
Joe Worthington, Director of Communications
Canaccord Genuity (Nominated Adviser and Joint +44 (0) 20 7523
Broker) 8000
Henry Fitzgerald-O'Connor / Harry Pardoe / Gordon
Hamilton
VSA Capital (Financial Adviser and Joint Broker) +44 (0)20 3005 5000
Andrew Monk / Simon Barton
EAS Advisors LLC (US Corporate Advisor) +1 (646) 495 2225
Matthew Bonner / Chris Chesworth
Notes to Editors
Invinity Energy Systems plc (AIM: IES) (AQSE: IES) (OTCQX:
IESVF) manufactures vanadium flow batteries for large-scale,
high-throughput energy storage requirements of business, industry
and electrical networks.
Invinity's factory-built flow batteries run continually with no
degradation for over 25 years, making them suitable for the most
demanding applications in renewable energy production. Energy
storage systems based on Invinity's batteries are safe, reliable,
and economical, and range in size from less than 250 kilowatt-hours
to tens of megawatt-hours.
Invinity was created in April 2020 through the merger of two
flow battery industry leaders: redT energy plc and Avalon Battery
Corporation. With over 33 MWh of systems deployed to date across
more than 50 sites in 15 countries, Invinity is active in all major
global energy storage markets and has operations in the UK, Canada,
USA, China and Australia. Invinity Energy Systems plc is listed on
the AIM Market of the London Stock Exchange and on the Aquis Stock
Exchange (AQSE). The Company trades in the USA on OTCQX Best Market
under the symbol "IESVF".
To find out more, visit invinity.com or call Investor Relations
on +44 (0)204 551 0361.
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December 14, 2022 09:13 ET (14:13 GMT)
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