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.
12 August 2019
Vela Technologies plc
("Vela" or the "Company")
Completion of investment in Portr Limited
Proposed further investment by Director
Further to the announcements released by the Company on 24 April 2019 and 1 May 2019, the Board of Vela provides the following update regarding the proposed investment in Portr Limited ("Portr") and the subscription by Antony Laiker (Executive Director of Vela) for new ordinary shares in the Company ("Ordinary Shares").
Investment in Portr
On 24 April 2019, Vela announced its intention to invest in the funding round being undertaken by Portr, an existing investee company. The Board is pleased to announce that Vela has entered into an agreement to subscribe for 91,341 shares in Portr, equating to an investment of £91,341 funded by the proceeds of the placing announced on 24 April 2019. Funds have been remitted to Portr and the investment by Vela is now unconditional.
Following completion of the investment, Vela holds 256,275 shares in Portr, equating to approximately 3.6% of Portr's issued share capital as enlarged by this fundraise.
Antony Laiker, Executive Director of Vela, commented:
"This latest funding round for Portr concludes a complex series of transactions by Portr over the past 18 months. The proceeds of this funding round will not only support delivery of milestones committed to as part of the company's 2018 Series A business plan but will also enable Portr to finance a sizeable commercial project which was not contemplated at the time of the Series A round in 2018. The directors of Portr anticipate that this commercial project will materially increase the scale of the current business when implemented in H2 2019. We understand that Portr expect to be in a position to provide more information about this along with a detailed trading update in due course.
This funding enables Vela to purchase shares in Portr at what we consider to be a very attractive average price and valuation. We are therefore delighted to confirm the take up of our rights in full in this latest funding round by Portr.
Performance of the Portr business in the year to date, since terms of the funding round extension were agreed, has been particularly strong. This has been further aided by new partnerships with Thomas Cook, Virgin Atlantic and the extension of the agreement with easyJet to offer the AirPortr service at London Luton Airport.
As a result, we believe that at the current time, the valuation accorded to Vela's holding in Portr would be higher than that attributed to it in this placing.
Following completion of all matters relating to this transaction, Vela intend to give investors the opportunity to meet investee companies to gain a greater and deeper understanding of Vela's portfolio investments as well as potential growth of these businesses and the knock on effect to the valuation of Vela's portfolio."
Portr Funding Update
Portr has successfully raised net proceeds of £1.7 million by way of subscriptions for new B Ordinary shares at a price of 100 pence per B Ordinary Share. These new B Ordinary shares carry the same rights as the A Ordinary shares subscribed for by Vela in March 2018. This new funding takes the total raised by Portr in its extended Series A Round to £7.1 million, against the issuance of 3,070,000 A and B Ordinary shares. As a result, Portr's post-completion issued share capital across all share classes will be 7,137,389 shares.
Key investors in Portr's extended Series A Round included its largest shareholder Stobart Group and Hargreave Hale VCT, now part of Canaccord Genuity Wealth Management. In addition to their investment, Stobart Group's Chief Operating Officer, Nick Dilworth, has been appointed to the Board of Portr.
Further re. Placing
Following the publication of the details of Vela's participation in the Portr funding round, Antony Laiker (Executive Director of Vela) is no longer deemed by the Board to be in possession of inside information. As a result, Antony Laiker intends to subscribe for 25,000,000 Ordinary Shares (the "Antony Laiker Placing Shares") at a price of 0.10 pence per new Ordinary Share (the "Placing Price"). Antony Laiker will subscribe for the new Ordinary Shares on the same terms as shareholders who participated in the placing as announced on 24 April 2019 (the "Placing").
As announced previously, conditional on the approval of shareholders at a General Meeting, subscribers in the Placing, including Antony Laiker, will be issued with 1 warrant for every 4 shares issued pursuant to the Placing, exercisable at 0.15 pence per placing warrant, for a period of up to 2 years from issue. Following the issue of new Ordinary Shares in May 2019 in relation to the Placing, 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 shortly with the purpose of, inter alia, putting in place the requisite share authorities to cover the placing warrants being exercised in full.
Further re. repayment of Loan Notes held by Antony Laiker
As announced on 24 April 2019, Vela entered into an agreement for the repayment of the £200,000 of loan notes (and accrued interest) held by Antony Laiker ("Antony Laiker Loan Note") in accordance with the terms of the loan note agreement. As announced, Antony Laiker intends to use the entire proceeds of the repayment of the Antony Laiker Loan Note to subscribe for new Ordinary Shares in the Company. Therefore, Antony Laiker intends to conditionally subscribe for 240,985,301 new Ordinary Shares at a price of 0.10 pence per share (the "Antony Laiker Subscription Shares"). The issue and admission to trading on AIM of the Antony Laiker Subscription Shares is conditional on shareholder approval of the requisite authorities to allot shares at a general meeting of the Company which, as outlined above, will be convened in due course.
A further announcement in relation to the subscription by Antony Laiker for the Antony Laiker Placing Shares and the Antony Laiker Subscription Shares will be made shortly.
For further information, please contact:
Vela Technologies plc |
Tel: +44 (0) 7802 262 443 |
Brent Fitzpatrick, Non-Executive Chairman Antony Laiker, Director |
|
Allenby Capital Limited (Nominated Adviser) |
Tel: +44 (0) 20 3328 5656 |
Nick Athanas/Asha Chotai |
|
Smaller Company Capital Limited (Joint Broker) |
Tel: +44 (0) 20 3651 2910 |
Rupert Williams/Jeremy Woodgate |
|
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.
About Portr Limited
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.
Based on filings at Companies House, for the year ended 26 December 2017, Portr generated a loss of £4,987,471 and as at 26 December 2017 had net liabilities of £3,587,799.
