TIDMVELA
RNS Number : 8643W
Vela Technologies PLC
24 April 2019
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.
24 April 2019
Vela Technologies plc
("Vela" or "Vela Technologies" or the "Company")
Placing to raise GBP400,000
Proposed follow-on investment in Portr Limited
Thomas Cook partnership with AirPortr
Proposed further investment by Director and substantial
shareholder
Valuation of Vela's investee companies
Proposed conversion and early redemption of Convertible
Unsecured Loan Notes
Appointment of Joint Broker
Introduction
The Board of Vela Technologies announces that it has
conditionally raised gross proceeds of GBP400,000 through a placing
(the "Placing") of 400,000,000 new ordinary shares in Vela at a
placing price of 0.10 pence per share (the "Placing Shares"). The
Placing is being conducted utilising Vela's existing share
authorities and further details on the use of proceeds of the
Placing are detailed below.
Conditional on shareholder approval at a General Meeting of
Vela, investors subscribing in the Placing will also receive 1
warrant for every 4 Placing Shares, exercisable at 0.15 pence per
placing warrant, for a period of up to 2 years from issue.
In conjunction with the Placing, Vela announces that it intends
to enter into an agreement to invest a further GBP91,341 in Portr
Limited ("Portr"), using proceeds from the Placing. The investment
by Vela is part of a funding round being carried out by Portr.
Vela will update investors with the full details of the Portr
funding round together with a trading update from Portr
shortly.
Portr is the owner of Airportr, the airline integrated home bag
check-in and delivery service that gives passengers the option to
check in online and have their baggage collected from their
doorstep. Following a positive ID match and airline security
validations which are performed with the customer by a vetted
driver utilising AirPortr's proprietary technology, baggage is put
in a unique coded, tamper proof and trackable security bag, to be
delivered to the airport and directly onto the designated departing
flight. The passengers can then travel bag free to the airport,
avoiding check-in or bag drop, instead going directly through
security, collecting their luggage on arrival at their
destinations' baggage reclaim.
Thomas Cook partnership with Airportr
-Vela notes the recent press coverage in relation to AirPortr's
partnership with Thomas Cook, the seventh airline to sign up to the
service platform, whereby customers departing with Thomas Cook
Airlines from London Gatwick, can check in their baggage online and
skip the queues at the airport.
Extracts from the press release are copied below:
"Thomas Cook Airlines has launched a partnership with home
baggage check-in experts, AirPortr.
Available for customers departing with Thomas Cook Airlines from
London Gatwick, customers can check in their baggage from the
comfort of their own home and skip the queues at the airport.
Customers will then see their bags again at the baggage carousel
in their destination airport. Here's how it works:
-- Customers book a collection slot online at airportr.com or thomascookairlines.com
-- Luggage is sealed and checked-in at the customer's home,
typically the day before they fly, from any address in London or
the surrounding area
-- AirPortr delivers the bags directly onto the customer's
flight, allowing them to travel to the airport bag-free, skip bag
drop and head straight to security
-- Customers are kept informed on the location and status of
their bags every step of the way via email and SMS
Andrew Gillies, Head of Product & Ancillaries, Thomas Cook
Group Airline says, "We are committed to innovating for our
customers, so we explore anything that can make flying with us an
even smoother experience.
"AirPortr allows our customers to check bags in from their own
front door so they can travel easily across London without heavy
baggage, travel seamlessly through the airport, enjoy their flight
and start their holiday stress-free. We hope to expand this service
with AirPortr to more of our UK departure airports in the near
future."
Randel Darby, CEO at AirPortr says, "We are delighted to be
helping Thomas Cook Airlines customers escape the everyday airport
experience. Home bag check-in is a perfect fit, allowing customers
to start their holiday the moment they leave the house. Travelling
without bags and skipping busy airport queues makes the whole
process of going on holiday so much more enjoyable, and we can't
wait for Thomas Cook Airlines customers to experience this new way
of traveling."
Since launching in late 2016, AirPortr has transported over
90,000 bags, skis and bikes to more than 320 destination baggage
reclaims around the world. A short video showing how customers
travel to the airport before and after AirPortr can be viewed
here.
Book today at
https://www.thomascookairlines.com/en/book-plan/partner/
airportr-baggage-collection.jsp or www.airportr.com/thomascook.
Prices start at GBP30 for collection and check-in of one bag with a
one-hour collection slot, or check in up to four bags with a
three-hour slot from only GBP40, which is ideal for families."
The full press release by Thomas Cook is available here:
https://www.thomascookgroup.com/news/18042019/check-in-luggage-from-home-with-thomas-cook-airlines-airportr?ref=Home
The Board of Vela believes that it is encouraging that Thomas
Cook hopes to expand the service with Airportr to more of its UK
departure airports, in the near future.
Antony Laiker, Executive Director of Vela, commented:
"Following on from the announcement of the Placing and the
proposed follow-on investment in Portr together with the new
partnership with Thomas Cook, we are looking forward to being able
to provide further updates not only on Airportr but also other
investee companies such as Vibe Group, StreamTV Networks and
WeShop. All of these companies are at exciting stages of their
development.
In addition, it will be interesting to see what emerges with
Argo Blockchain where, despite interest from activist investors,
the shares are priced at a 40% discount to net cash which we
believe may increase due to the recent rise in the price of
Bitcoin.
Once again, I would encourage investors to follow Vela
Technologies on social media, where we will continue to post on
matters relating to our investee companies so that investors can be
better informed."
Details of the Placing
Vela has conditionally raised GBP400,000 (before expenses)
through a placing of 400,000,000 new ordinary shares of 0.10 pence
each in the capital of Vela at a placing price of 0.10 pence per
Placing Share (the "Placing Price"). The funds raised will be used
as follows:
-- The investment of GBP91,341 in Portr (as detailed above);
-- Repayment of GBP200,000 Convertible Unsecured Loan Notes held
by Antony Laiker (a Director of the Company);
-- To enable the Company to take advantage of further investment
opportunities as and when they arise; and
-- General working capital purposes.
Conditional on the approval of shareholders at a General
Meeting, subscribers in the Placing will be issued with 1 warrant
for every 4 Placing Shares exercisable at 0.15 pence per placing
warrant, for a period of up to 2 years from issue. As a result of
the issue of the Placing Shares, Vela does not have sufficient
allotment authority to enable the placing warrants to be exercised
in full. A circular containing a notice convening a General Meeting
of Vela will be posted to shareholders in due course with the
purpose of, inter alia, putting in place the requisite share
authorities to cover the placing warrants being exercised in
full.
As part of the Placing, Antony Laiker, Executive Director of
Vela, intends to subscribe for 25,000,000 Placing Shares at the
Placing Price.
Separately Kevin Sinclair, a substantial shareholder of Vela,
having an interest in approximately 12.72 per cent. of the voting
rights of Vela, has subscribed for 45,000,000 Placing Shares at the
Placing Price.
The participations of Antony Laiker and Kevin Sinclair in the
Placing constitute related party transactions pursuant to rule 13
of the AIM Rules for Companies. The independent director of Vela
(being Brent Fitzpatrick) considers, having consulted with Vela's
Nominated Adviser, Allenby Capital Limited, that the terms of the
participations by Antony Laiker and Kevin Sinclair in the Placing
are fair and reasonable insofar as its Shareholders are
concerned.
Convertible Unsecured Loan Notes
In October 2016, Vela issued GBP200,000 of 8% Convertible
Unsecured Loan Notes (the "Loan Notes") to each of Antony Laiker (a
Director of Vela) and Scott Fletcher (a significant shareholder of
Vela as defined under the AIM Rules for Companies). The Loan Notes
could be repaid at Vela's request at any time up until 30 September
2018 or capable of conversion at a price of 0.15 pence per share at
any time up until the repayment date. In November 2018, the
repayment date of the Loan Notes was extended to 30 September 2019,
with all other terms remaining unchanged. Further details of the
Loan Notes can be found in the Company's announcements of 9
September 2016, 1 October 2018 and 30 November 2018.
Conversion of Loan Notes held by Scott Fletcher
Vela has entered into an agreement with Scott Fletcher to vary
the terms of his GBP200,000 of Loan Notes (the "Scott Fletcher
Loan"), such that the principal and the accrued interest will be
converted into new ordinary shares in Vela at a conversion price of
0.10 pence per share, equivalent to the placing price. The
240,985,301 new ordinary shares issued pursuant to the conversion
of the Scott Fletcher Loan and accrued interest (the "Scott
Fletcher Loan Conversion Shares") will be issued within Vela's
share allotment authorities put in place at the time of the
creation of the Loan Notes in 2016 and will be subject to a lock-in
agreement for a period of 3 months from the date of Admission.
Proposed repayment of Loan Notes held by Antony Laiker
Vela announces that it has entered into an agreement with Antony
Laiker in respect of his GBP200,000 of Loan Notes (the "Antony
Laiker Loan"), such that the principal and the accrued interest
will be repaid in accordance with the terms of the Loan Note
agreement. Following the repayment by Vela of the Antony Laiker
Loan, and the accrued interest, Antony Laiker will use the entire
proceeds of the repayment of the Antony Laiker Loan and the accrued
interest to subscribe for new ordinary shares in Vela at a price of
0.10 pence per share (the "Antony Laiker Subscription"), equivalent
to the Placing Price.
Antony Laiker and Vela intend to enter into an agreement shortly
in relation to the Antony Laiker Subscription which will be
conditional on, inter alia, completion of the Placing, full
repayment of the Antony Laiker Loan and accrued interest and
authority being given in a General Meeting of Vela to issue the new
ordinary shares pursuant to the Antony Laiker Subscription.
The Antony Laiker Subscription will constitute a related party
transaction under rule 13 of the AIM Rules for Companies. The
independent director of Vela (being Brent Fitzpatrick) considers,
having consulted with Vela's Nominated Adviser, Allenby Capital
Limited, that the terms of the Antony Laiker Subscription are fair
and reasonable insofar as shareholders are concerned.
The issue of the new ordinary shares pursuant to the Antony
Laiker Subscription will be subject to shareholder approval of the
granting of the requisite share authorities at the general meeting.
The ordinary shares issued pursuant to the Antony Laiker
Subscription will be subject to a lock-in agreement for a period of
3 months from the admission of the shares to trading on AIM.
A further announcement will be made by Vela in relation to the
convening of a General Meeting of Vela to provide Vela will
sufficient share authorities to cover the issue of the placing
warrants to the subscribers of the placing shares and the issue of
new ordinary in Vela pursuant to the Antony Laiker Subscription. It
is the intention of Vela to hold the general meeting by the end of
May 2019.
Details of Admission
Application has been made for the admission of the Placing
Shares and the Scott Fletcher Loan Conversion Shares to trading on
AIM. It is anticipated that Admission will occur on or around 2 May
2019. Following Admission, the Placing Shares will represent, in
aggregate, approximately 27.1% of the issued share capital of Vela
as enlarged by the issue of the Placing Shares and the Scott
Fletcher Loan Conversion Shares. The Placing and the conversion of
the Scott Fletcher Loan have been undertaken under Vela's existing
share allotment authorities.
Valuation of investee companies
The Directors would like to take this opportunity to present a
summary of previously disclosed valuations of Vela's investee
companies. These valuations are based either on the current
prevailing mid-market price (if the investee company is listed),
cost (if the investee company is unlisted) or at the latest
valuation (if the investee company is unlisted and there has been
significant follow on investment or reason to make an adjustment).
Based on this valuation methodology the sum of the parts valuation
of Vela's investments equates to GBP2.285m. This calculation
includes the Board's expectation of Vela's book value for Portr
following completion of its proposed investment in the Portr
funding round (as detailed above). This calculation is unaudited
but applies the same valuation methodology applied as at the last
balance sheet date of 30 September 2018, which is also consistent
with the valuation methodology applied in Vela's audited financial
statements for the year ended 31 March 2018.
Appointment of Joint Broker
Vela announces the appointment of SVS Securities plc as the
Company's joint broker to work alongside its existing broker,
Smaller Company Capital Limited, with immediate effect.
Total Voting Rights
On Admission of the 400,000,000 Placing Shares and 240,985,301
Scott Fletcher Loan Conversion Shares, Vela's issued ordinary share
capital will consist of 1,477,958,416 Ordinary Shares, with one
voting right each. Vela does not hold any Ordinary Shares in
treasury. Therefore, on Admission, the total number of Ordinary
Shares and voting rights in Vela will be 1,477,958,416. With effect
from Admission, this figure may be used by shareholders in Vela as
the denominator for the calculations by which they will determine
if they are required to notify their interest in, or a change to
their interest in, the share capital of Vela under the FCA's
Disclosure Guidance and Transparency Rules.
For further information, please contact:
Vela Technologies plc
Brent Fitzpatrick, Non-Executive Chairman Tel: +44 (0) 7802 262 443
Antony Laiker, Director
Allenby Capital Limited Tel: +44 (0) 20 3328 5656
(Nominated Adviser)
Nick Athanas/Asha Chotai
Smaller Company Capital Limited Tel: +44 (0) 20 3651 2910
(Joint Broker)
Rupert Williams/Jeremy Woodgate
SVS Securities Limited Tel: +44 (0) 20 3700 0100
(Joint Broker)
Elliot Hance
About Vela Technologies
Vela Technologies (AIM: VELA) is an investing company focused on
early stage and pre-IPO long term disruptive technology
investments. There are currently 12 investments in the portfolio
which either have developed ways of utilising technology or
developing technology with a view to disrupting the businesses or
sector in which they operate. More recently, Vela Technologies has
also started to focus on existing listed companies where valuations
may offer additional opportunities.
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END
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