TIDMVELA
RNS Number : 9926J
Vela Technologies PLC
05 April 2018
Prior to publication, the information contained within this
announcement was deemed by the Company to constitute inside
information as stipulated under the Market Abuse Regulations (EU)
No. 596/2014 ("MAR"). With the publication of this announcement,
this information is now considered to be in the public domain.
5 April 2018
Vela Technologies plc
("Vela" or the "Company")
Update re. proposed investment in BlockchainK2 Corp.
Further to the announcement released by Vela on 18 January 2018,
the Board of Vela (AIM: VELA), the investing company focused on
early-stage and pre-IPO disruptive technology investments, notes
the update released on 4 April 2018 by Africa Hydrocarbons Inc.
("Africa Hydrocarbons"). Africa Hydrocarbons has completed a
private placement, raising in total approximately C$4.257 million
(approximately GBP2.372 million), in conjunction with its proposed
"Change of Business" ("COB") transaction.
Following completion of the COB transaction, African
Hydrocarbons will become a blockchain technology company, listed on
the TSX Venture Exchange. Africa Hydrocarbons has previously
announced that the resolution to change the name of the company to
BlockchainK2 Corp. ("BlockchainK2") was approved at the Annual
General Meeting held on 4 January 2018. Completion of the COB
transaction remains subject to a number of conditions including
acceptance by the TSX Venture Exchange.
As previously announced, Vela entered into a conditional
agreement to invest GBP200,589 to acquire a minority equity stake
in BlockchainK2 (the "Proposed Investment") and Vela's Proposed
Investment is part of the C$4.257 million private placement
detailed above. BlockchainK2 is a cryptocurrency and blockchain
platform that offers mining exposure and proprietary software as a
service (SAAS) blockchain solutions with leading industry partners.
The Proposed Investment is being funded from Vela's existing cash
resources.
The Proposed Investment remains subject to a number of
conditions being satisfied. If the COB transaction is not
completed, then the Proposed Investment would not take place and
funds would be returned to Vela. There can be no assurances that
the COB transaction and the Proposed Investment will be
completed.
Further announcements on the Proposed Investment will be made by
Vela at the appropriate time.
Extracts from the Africa Hydrocarbons announcement are copied
below:
Africa Hydrocarbons Announces Closing of Brokered Private
Placement and Second Tranche of Non-Brokered Private Placement,
Both Undertaken in Connection With Proposed Change of Business
Transaction
Africa Hydrocarbons Inc. (NEX:NFK.H) (OTC:KNPRF) (STU:KRL1) (the
"Company") is pleased to announce that it has closed its previously
announced brokered private placement offering (the "Brokered
Offering") of 400,000 subscription receipts of the Company
("Subscription Receipts") at an issue price of $1.25 per
Subscription Receipt, for aggregate gross proceeds of $500,000. In
connection with the Brokered Offering, the Company entered into an
agency agreement with Mackie Research Capital Corporation (the
"Agent").
The Company is also pleased to announce that it has also closed
the second tranche of its previously announced non-brokered private
placement offering (the "Non-Brokered Offering") of 70,000
Subscription Receipts at an issue price of $1.25 per Subscription
Receipt, for aggregate gross proceeds of $87,500. The Company has
raised in aggregate, approximately $3.669 million pursuant to the
Non-Brokered Offering (see the Company's January 19, 2018 press
release for information about the first tranche of the Non-Brokered
Offering).
The Brokered Offering and the Non-Brokered Offering are being
completed in conjunction with the previously announced proposed
"Change of Business" ("COB Transaction") pursuant to the policies
of the TSX Venture Exchange (the "Exchange"), with the result that
the Company will become a blockchain technology company, listed on
the Exchange. See the Company's press releases dated November 23,
2017, January 5, 2018 and January 17, 2018 for further information
regarding the COB Transaction.
In total, the Company has raised approximately $4.257 million in
conjunction with the COB Transaction.
Each Subscription Receipt entitles the holder to receive,
without further consideration or action, one (1) common share of
the Company ("Common Share") and one-half of one (1/2) Common Share
purchase warrant (each whole Common Share purchase warrant, a
"Warrant"), upon satisfaction of certain release conditions,
including the satisfaction of applicable conditions precedent of
the COB Transaction (the "Release Conditions"). The gross proceeds
from the sale of the Subscription Receipts are being held in escrow
pending the completion of the Release Conditions, unless the
Exchange grants a waiver for earlier release of such escrow. If the
Release Conditions are not satisfied by 5:00 pm (Calgary time) on
May 31, 2018 (unless otherwise extended in accordance with the
terms of the subscription receipt agreements which govern the
Subscription Receipts), then the Subscription Receipts will
immediately become null and void and the escrow agent shall
distribute the escrowed proceeds to the holders of the holders of
the Subscription Receipts, together with their pro rata share of
interest earned thereon.
Each Warrant will entitle the holder to purchase one (1) Common
Share at an exercise price of $2.00 per Common Share for 12 months
from the date of issuance (the "Time of Expiry"). The Warrants will
contain an acceleration right in favor of the Company that will
allow the Company to accelerate the Time of Expiry to a date that
is a minimum of thirty (30) days following the delivery of the
applicable acceleration notice to the holders of the Warrants, if
at any time following the issuance of the Warrants, the VWAP is
equal to or greater than $2.50 for a period of twenty (20)
consecutive trading days on the Exchange.
All of the securities of the Company issued in connection with
the conversion of the Subscription Receipts will be subject to a
hold period of four months and a day.
The net proceeds of the Offerings will be used with a view to
developing the business of the Company resulting from the COB
Transaction and for general working capital purposes.
In connection with the Brokered Offering, the Agent is to
receive as compensation (i) a corporate finance fee comprised of
$52,500 (inclusive of taxes) and $25,000 (plus tax) worth of equity
units, which equity units consist of 20,000 Common Shares, 10,000
Common Share purchase warrants that have the same terms of the
Warrants and a cash payment of $1,250 representing the tax portion
of the equity units, (ii) a cash commission of seven percent (7%)
of the gross proceeds raised pursuant to the Brokered Offering,
(iii) a non-transferable broker's warrant entitling the Agent to
acquire up to 7% of the number of securities issuable upon exercise
of the Subscription Receipts issued pursuant to the Brokered
Offering, which broker's warrant will have an exercise price of
$1.25 per Subscription Receipt and a term of twenty four months
from the closing of the Brokered Offering. The Company will also
pay all reasonable out-of-pocket expenses incurred by the Agent in
connection with Brokered Offering, including legal fees, up to a
maximum of $35,000 plus disbursements and taxes.
In connection with the Non-Brokered Offering, the Company has
agreed to pay to Corporate Resource Group OU a finder's fee in
connection with the second tranche of the Non-Brokered Offering
comprised of a cash fee equal to 7% of the gross proceeds raised in
respect of such second tranche.
To correct the Company's January 19, 2018 press release
announcing closing of the first tranche of the Non-Brokered
Offering, the Company had also agreed to pay Corporate Resource
Group OU a cash finder's fee equal to 7% of the gross proceeds
raised in respect of the aggregate sales to subscribers under the
Private Placement that were introduced by Corporate Resource Group
OU (up to $24,500).
The Company will issue additional press releases related to the
COB Transaction, financing, sponsorship, the names and background
of other proposed management and directors of the Company, its
proposed name change and other material information as it becomes
available.
This press release does not constitute an offer to sell or a
solicitation of an offer to buy any of the securities in the United
States. The securities have not been and will not be registered
under the United States Securities Act of 1933, as amended (the
"U.S. Securities Act"), or any state securities laws and may not be
offered or sold within the United States unless registered under
the U.S. Securities Act and applicable state securities laws or an
exemption from such registration is available.
Related Party Disclosure
Under the Offerings, Sergei Stetsenko, a director of the Company
purchased 140,000 Subscription Receipts at a subscription price of
$175,000. His participation in the Offerings constitutes a "related
party transaction" as defined in Multilateral Instrument 61- 101 -
Protection of Minority Security Holders in Special Transaction ("MI
61-101"), which has been adopted by the NEX / Exchange pursuant to
its Policy 5.9 - Protection of Minority Security Holders in Special
Transaction. This transaction is exempt from the formal valuation
and minority shareholder approval requirements of such instrument
and policy, pursuant to subsections 5.5(a), 5.5(c), 5.7(a) and
5.7(b) of MI 61-101 as the fair market value was not more than 25%
of market capitalization, the distribution of securities was for
cash and the fair market value not more than $2,500,000.
The Company did not file a material change report more than 21
days before the expected closing of the Offerings because the
details of the participation therein by related parties of the
Company were not settled until shortly prior to closing of such
transactions and the Company wished to close on an expedited basis
for sound business reasons.
ON BEHALF OF THE BOARD OF
AFRICA HYDROCARBONS INC.
Douglas Wu
Director
For further information, please telephone: (403) 984-3194.
Completion of the COB Transaction is subject to a number of
conditions, including but not limited to acceptance by the Exchange
and if applicable pursuant to the Exchange requirements, majority
of the minority shareholder approval. Where applicable, the COB
Transaction cannot close until the required shareholder approval is
obtained. There can be no assurance that the COB Transaction will
be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the
management information circular or filing statement to be prepared
in connection with the COB Transaction, any information released or
received with respect to the acquisition may not be accurate or
complete and should not be relied upon. Trading in the securities
of the Company should be considered highly speculative.
The Exchange has in no way passed upon the merits of the COB
Transaction and has neither approved nor disapproved the contents
of this news release. Neither the Exchange nor its Regulation
Services Provider (as that term is defined in policies of the
Exchange) accepts responsibility for the adequacy or accuracy of
this news release.
*Based on the exchange rate as on 5 April 2018 of C$1:
GB0.557
For further information, please contact:
Vela Technologies plc
Brent Fitzpatrick, Non-Executive
Chairman Tel: +44 (0) 7802
Antony Laiker, Director 262 443
Allenby Capital Limited Tel: +44 (0) 20
(Nominated Adviser) 3328 5656
Nick Athanas/Katrina Perez/Asha
Chotai
Smaller Company Capital Limited Tel: +44 (0) 20
(Broker) 3651 2910
Rupert Williams/Jeremy Woodgate
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCZMGGDZKDGRZM
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