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UTC students enjoy first employer project of the year

Posted By Graphene Council, Tuesday, September 8, 2020
Our new year 10 and year 12 cohorts took part in their first employer project of the year. This gave our students a fantastic opportunity to demonstrate their creativity and problem solving skills on real life scenarios set by two of our main employer partners; CGI and Versarien.

Our digital technologies and cyber security students were tasked by CGI with designing a new computer game for younger children to help them develop their understanding of cyber security risks online.

Our engineering students were tasked by Versarien with researching Graphene and designing a use for a Graphene imbued 3D printed object.

We were really impressed with our new cohorts of students and are excited to see what they produce in the upcoming employer projects.

Tags:  3D printing  CGI GROUP  Graphene  SGS Berkeley Green UTC  Versarien 

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Update re. Innovate UK Loan Agreement

Posted By Graphene Council, Tuesday, August 18, 2020
Versarien plc is pleased to provide an update in relation to the £5 million loan facility ("the Loan"), which was awarded by Innovate UK Loans Limited, a wholly owned subsidiary of UK Research and Innovation, on 1 July 2020, to support Versarien's G SCALE project.

As announced on 1 July 2020, the Loan was to become available for drawdown in eight quarterly tranches, following the completion of normal commercial security arrangements. The Company can confirm that the relevant security documentation was successfully completed and it has now received £1.96 million, being the first instalment of the Loan. As agreed, the Company can drawdown the remaining instalments every three months over the next 21-month period.  

Neill Ricketts, CEO of Versarien, commented: "We are delighted to have now completed the initial process with Innovate UK Loans. With the quarterly instalments underway we can now move forward with our plans to scale up our G SCALE related collaborations and look forward to providing updates on the project's progress in due course."

Tags:  Graphene  Innovate UK  Neill Ricketts  Versarien 

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Versarien PLC - Launch of Graphene Enhanced Protective Face Mask

Posted By Graphene Council, Tuesday, August 4, 2020
Versarien plc is pleased to announce the launch of its first Graphene Enhanced Protective Face Mask, which utilises PolygreneTM, Versarien's graphene enhanced polymer.

The launch of the new protective face mask coincides with the first two orders Versarien has received following recent prelaunch sales activity, which resulted in 100,000 masks being delivered to a leading British university and 20,000 ordered by a UK electrical and mechanical servicing and repairs business.

Designed and manufactured with a Chinese partner, Versarien's graphene enhanced mask is a filtering facepiece (FFP2 rated version), which is designed to help provide enhanced protection against airborne bacteria and to minimise the spread of viral infection.

It meets the important BS EN 149:2001+A1:2009 standard (Respiratory protective devices), its antibacterial performance is certified according to GB/T 20944.2.2007 and its anti-viral performance is certified according to ISO 18184:2014 (E).  Consequently, it meets the guidelines issued by the World Health Organisation.

The new mask is enhanced with a coated layer utilising Polygrene, an advanced graphene-based material featuring Nanene - the world's only independently Verified Graphene Product certified by The Graphene Council. The addition of graphene to polymers provides many benefits including allowing innovative products to be developed utilising existing production processes. The Polygrene is blended with a sustainably sourced cellulose (viscose) material mix. 

Neill Ricketts, CEO of Versarien, commented: "Our new graphene enhanced mask is just one example of Polygrene's versatility and the high-quality design specifications that can be met using the material. We have taken great encouragement from the initial level of interest and are already in discussions with a number of other potential customers. Importantly, through our partner, we also have the capacity to fulfil much larger numbers of product orders going forward."

Tags:  Graphene  Healthcare  Neill Ricketts  polymers  Versarien 

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Modifying graphene to improve composite materials performance

Posted By Graphene Council, Thursday, July 2, 2020

Scientists from the National Physical Laboratory (NPL), and Versarien Plc have successfully used graphene to improve the performance of composite materials and have determined how the chemical functionalisation of graphene has an effect via nanoscale imaging of the surface chemistry.

Graphene, a highly desirable material for a variety of applications; in the case of nanocomposites, can be functionalised and added as a nanofiller to alter the ultimate product properties, such as tensile strength. Often the material properties of the functionalised graphene and the location of any chemical species are not known. Consequently, it is not necessarily understood why improvements in product performance are achieved, which hinders the rate of product development.

Through the InnovateUK funded Analysis for Innovators programme, Versarien Plc, a company developing graphene products to help manufacturers improve their products’ functionality, approached NPL. Versarien wanted to explore how modifying their material, trademarked Nanene, could change how the flakes are dispersed in the polymers, and in turn, how this would change the polymer’s properties. Nanene is a graphitic powder containing few-layer graphene (FLG) flakes. It is important for customers to know whether improved dispersion of Nanene in composites will bring added benefits to products made from these enhanced polymers.

NPL applied a wide range of state-of-the-art measurement techniques to characterise the flakes and composites. One particularly novel aspect of the project involved tip-enhanced Raman spectroscopy (TERS) to provide nanoscale resolution of the graphene sample’s structural makeup and view defects within the flakes themselves.

Dr Andrew Pollard, Science Area Leader at NPL, said: “Understanding how the fundamental material properties of commercially-available powders containing few-layer graphene affect the final performance of real-world products, is crucial if these new and innovative applications are to come to market. It is exciting to see how advanced techniques measuring nanoscale properties can reveal the reasons for changes in the macroscale properties of composites.”

NPL’s research, in collaboration with the GEIC at the University of Manchester, the University of Liverpool and the University of Surrey, enabled Versarien to understand the materials at a structural and chemical level. The knowledge and data from this collaborative research benefits ongoing product development, helps provide insight and assurances to new and existing customers.

Versarien are carrying out further research to investigate whether the improved dispersion could yet be harnessed beneficially by making other changes to the chemistry of the graphene flakes.

Dr Stephen Hodge, Head of Research at Versarien, said: “The project gave us access to a very wide range of cutting-edge techniques that are simply not available outside of measurement labs. Particularly in the case of TERS, it was not just the instruments, but the ability to adapt them to our specific problem, which requires extremely high levels of expertise. That we could bring all of these together in one place brought huge benefit to understanding the structure of our product.”

Robin Wilson, Head of Manufacturing & Materials of InnovateUK, said: “The outcome of this A4I (InnovateUK) funded project is an excellent example of how metrology enables innovation.  It has had a far-reaching impact, as it has not only helped a UK company to fine tune their product development but has also resulted in a scientific publication that adds to the understanding of using graphene within the composite community.”

Tags:  Andrew Pollard  Graphene  Innovate UK  nanocomposites  National Physical Laboratory  Robin Wilson  Stephen Hodge  Versarien 

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£5 million Innovate UK Loan Agreement

Posted By Graphene Council, Thursday, July 2, 2020
Versarien plc the advanced materials engineering group, is pleased to announce that the Company has been awarded a legally binding £5 million loan facility ("the Loan") by Innovate UK Loans Limited, a wholly owned subsidiary of UK Research and Innovation.

Innovate UK has been running an extended pilot innovation loans programme over the past three years with £75 million committed to the scheme with normal loan amounts of up to £1million. The innovation loans are targeted at UK small or medium-sized enterprises (SME) that want to scale up and grow by developing new or improved products, processes or services, as well as late-stage research and development projects that have not yet reached the point of commercialisation.

The UK Government, via Innovate UK, has agreed to the provision of the £5 million Loan to Versarien, the first of such magnitude by Innovate UK specifically for a project named G SCALE, (an acronym for Graphene-Seat, Concrete, Arch, Leisure, Elastomer) which is designed to enable Versarien to significantly increase its manufacture of quality assured graphene.

The award of the loan, which occurred  on 1 July 2020, follows a rigorous process of innovation assessment and is intended to facilitate the production of sufficient quantities of graphene by Versarien to enable market supply of commercial quantities of graphene-enhanced materials.

Loan repayments will commence 45 months after drawdown and be paid over a subsequent period of 36 months.  The Loan attracts at an interest rate of 7.4% per annum with half of the interest deferred until the repayment period commences.  The loan includes normal commercial financial covenants, together with certain operational covenants designed for UK IP protection.

The loan will be available for drawdown following perfection of normal commercial security arrangements in eight quarterly tranches, the first of which drawdowns is expected within the next month. Further, details concerning the Loan will be provided upon the completion of security documentation, which will be announced in due course.

Neill Ricketts, CEO of Versarien, commented: "Versarien is delighted to have been awarded this loan by Innovate UK, which acknowledges the work we are undertaking and advancements made Our vision for the business also sits within the context of the UK government's industrial strategy 'Grand Challenges', which is focused on clean growth, the ageing society, AI and the data economy and the future of mobility. The loan will help Versarien step up its graphene production capacity so that we can expedite the commercial adoption of graphene enhanced materials"

Tags:  Graphene  graphene-enhanced materials  Innovate UK  Neill Ricketts  Versarien 

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Versarien PLC 2-DTech awarded grant

Posted By Graphene Council, Tuesday, April 28, 2020
Versarien plc is pleased to announce that its subsidiary, 2-DTech Limited ("2-DTech") has been awarded a grant of up to GBP104k from the Advanced Propulsion Centre ("APC"). The award is part of APC's GBP1 million-plus initiative to support 14 micro, small and medium-sized companies that are developing innovative low-carbon technologies to significantly reduce vehicle emissions.

This grant funding comes as part of a phased 18-month process through the APC's successful Technology Developer Accelerator Programme (TDAP), which is one of APC's funding streams that supports smaller organisations on their journey from concept to a viable commercial product. In addition to the financial backing, 2-DTech will also benefit from additional support to help identify routes to market, protect intellectual property and validate its technology.

Neill Ricketts, Chief Executive of Versarien commented: "TDAP has selected what it sees as the most exciting SME technological innovators in the UK, supporting the efforts of those most capable of delivering future solutions for zero emission vehicles. Its support is a great endorsement of 2-DTech and the work it is doing to develop graphene-enhanced lightweight materials and powertrain structures."

TDAP Manager from the Advanced Propulsion Centre, Josh Denne said: "We are delighted to be working with 2-DTech as part of our Technology Developer Accelerator Programme (TDAP). At the APC we are committed to working with micro, small and medium organisations developing innovative low-carbon technologies. Companies such as 2-DTech play a crucial role in the automotive industry's net zero carbon future. By supporting them at the beginning of their journey we hope to ensure their innovative technology becomes commercially viable."

Tags:  2-DTech  Advanced Propulsion Centre  Graphene  Josh Denne  low-carbon  Neill Ricketts  Versarien 

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Rolls-Royce chooses to partner with GEIC and 2-DTech

Posted By Graphene Council, Thursday, April 23, 2020
Versarien plc is pleased to announce that, following an open innovation call, multinational engineering company Rolls-Royce has selected to work with The University of Manchester's Graphene Engineering Innovation Centre and its Tier 1 partner, Versarien subsidiary, 2-DTech Limited.

The initial programme of work will use the state-of-the-art chemical vapour deposition (CVD) equipment located within the GEIC. The collaboration will look to explore, understand and create technological advances surrounding the use of graphene and other 2D materials used in wiring for next-generation aerospace engine systems.

The work conducted will seek to use the unique properties of these 2D materials to reduce the weight of electrical components, improve electrical performance and also increase resistance to corrosion of components in future engine systems.

The programme aims to present potential economic benefits, through the possibility of significant cost reductions, and global environmental benefits, through the reduction of energy use and lower emissions from electrification.

Neill Ricketts , Chief Executive of Versarien commented:
"The pursuit of sustainability has become an important goal for many companies in recent years. Rolls-Royce is one of the world's leading industrial technology companies and today, the size and impact of the markets its serves makes this task more urgent than ever. Taking advantage of advanced materials such as graphene, has the potential to revolutionise these markets and add real benefit.

" The partnership with Rolls-Royce is a significant endorsement to 2-DTech's work over the years and we are delighted it has been chosen by such a renowned business and look forward to working together."  

Dr Al Lambourne , Materials Specialist at Rolls - Royce, commented:
" Partnering with the GEIC and its members makes perfect sense to Rolls-Royce as we explore the opportunities and properties of a new class of 2D materials. Using the unique capabilities of 2-DTech and the GEIC we hope to address some of the challenges facing materials in the global aerospace industry , as we pioneer the electrification of future aircraft . "

James Baker, Graphene@Manchester CEO, commented:
"The GEIC is intended to act as an accelerator for graphene commercialisation, market penetration and in the creation of the material supply chain of graphene and 2D materials. It's great to see a company like Rolls-Royce partner with us and our other Tier 1 member, 2-DTech, to capitalise on our world-leading expertise and experience, along with specialist equipment, which will accelerate the product and process development and market entry."

Tags:  2D materials  2-DTech  Aerospace  Al Lambourne  chemical vapour deposition  corrosion  Graphene  Graphene Engineering Innovation Centre  James Baker  Neill Ricketts  Rolls-Royce  University of Manchester  Versarien 

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Versarien PLC - Clarification: Sharing Agreement & China JV

Posted By Graphene Council, Wednesday, April 8, 2020
Versarien plc, the advanced materials engineering group, is, pleased to provide further examples, following press comment, in respect of the subscription and sharing agreement with Lanstead Capital Investors LP, announced on 23 March 2020 and re-iterate the terms there of in order to aid shareholders understanding and further information on the China joint venture.

Terms defined in the Lanstead Announcement are used throughout this announcement, unless otherwise advised. No new information is contained in this announcement other than the table below with examples of proceeds receivable pursuant to the Share Agreement at different prices for the ordinary shares of Versarien based on the Lanstead Subscription price of 40 pence per share (being an approximate premium of 2.5% to the Versarien volume weighted average share price in the 20 days prior to the Lanstead Announcement), and the issue price of the Value Payment Shares issued to Lanstead.

Following receipt by the Company of £6 million of gross funds from the Subscription, all of the proceeds were pledged to the Sharing Agreement. Accordingly, and as previously stated, the proceeds of the Subscription were only available for use by the Company for entering into the Sharing Agreement. Consequently, the Company will receive cash settlements from Lanstead over a period of 24 months, commencing in approximately two months, and the amount of proceeds to be received is wholly dependent on the share price performance of the ordinary shares of Versarien each month over the term of the Sharing Agreement.

As outlined in the Lanstead Announcement, shareholders should note that the Company also issued to Lanstead 750,000 Value Payment Shares as consideration for entering into the Sharing Agreement, such shares having been issued at a price of 40 pence per share.

The Sharing Agreement provides that the Company will receive 24 monthly settlement amounts as measured against a benchmark share price of 53.33 pence per Subscription Share, a premium of approximately 33.33%.  Notwithstanding the Subscription Price of 40 pence, shareholders should note that the share price of the Company needs to be on average over the 24 months of the Sharing Agreement at or above the Benchmark Price of 53.33 pence per share for the Company to receive at least, or more, than the gross Subscription proceeds of £6 million.

If the Measured Price, calculated as the  volume weighted average share price of the Company's ordinary shares over a period of 20 trading days prior to the monthly settlement date, exceeds the Benchmark Price, the Company will receive more than 100 per cent. of that monthly settlement due on a pro rata basis according to the excess of the Measured Price over the Benchmark Price. Should the Measured Price be below the Benchmark Price, the Company will receive less than 100 per cent. of the monthly settlement calculated on a pro rata basis and the Company will not be entitled to receive the shortfall at any later date.

For example, if on a monthly settlement date the calculated Measured Price exceeds the Benchmark Price by 10 per cent., the settlement on that monthly settlement date will be 110 per cent. of the amount due from Lanstead on that date.  If on the monthly settlement date the calculated Measured Price is below the Benchmark Price by 10 per cent., the settlement on the monthly settlement date will be 90 per cent. of the amount due on that date.  Each settlement as so calculated will be in final settlement of Lanstead's obligation on that settlement date.

Assuming the Measured Price equals the average Benchmark Price on the date of each and every monthly settlement, Versarien would receive aggregate proceeds of £6 million (before expenses) from the Subscription and Sharing Agreement. If the Measured Price is less than the Benchmark Price on the date of each and every monthly settlement, Versarien would receive aggregate proceeds of less than £6 million (before expenses). If the Measured Price is more than the Benchmark Price on the date of each and every monthly settlement, Versarien would receive aggregate proceeds of more than £6 million (before expenses).

In order for shareholders to further understand the possible outcomes from the Sharing Agreement, the Company is pleased to set out below some examples of the amount of proceeds that it would receive in a monthly settlement from the Sharing Agreement, depending on the 20 day average volume weighted share price of the ordinary shares of Versarien in the period prior to the settlement:

1. the Benchmark Price for the Sharing Agreement

2. being the number of Subscription Shares multiplied by the Subscription Price multiplied by the Measured Price divided by the Benchmark Price (being a premium of 33.33% to the Subscription Price) and divided by 24 settlements

3. assuming this is the average Measured Price over the 24 months of the Sharing Agreement

The proceeds receivable by the Company over the 24 month duration of the Sharing Agreement will be net of the cost of £300,000 incurred by the Company in entering into the Sharing Agreement with Lanstead, satisfied by the issue of the Value Payment Shares to Lanstead, approximately £30,000 of other costs incurred by Versarien in connection with the Subscription and Sharing Agreement, together with advisory fees paid to a third party adviser to Versarien of 2.5% of the amounts received under the Sharing Agreement.

By way of illustration, if the average Versarien share price over the duration of the Sharing Agreement equates to the Benchmark Share Price (an approximate 5% premium to the closing mid-price of the Versarien shares on 3 April 2020) the gross proceeds received by Versarien from the Sharing Agreement would be £6.0 million and the proceeds net of all costs and fees would be approximately £5.5 million.

The Directors believe that the Sharing Agreement provides a number of benefits to Versarien and its shareholders including: the certainty of near term income, albeit the quantum is dependent on the Versarien share price; the opportunity to benefit from positive future share price performance; and that the amount of shares issued are fixed, together with the cost of their issue.

Whilst theoretically the Company could have potentially raised a greater sum of money per share issued from a future placing of shares if the share price rises above the Benchmark Price, when compared to the proceeds from the Sharing Agreement, this would be dependent on a number of factors such as the willingness of investors to participate in any placing, the ability to achieve a placing at an appropriate discount and the ability of the Company to limit the costs of any such placing.  The Directors believe that the proceeds the Company will receive from the Sharing Agreement with Lanstead significantly outweigh the risks associated with any such theoretical placing, the uncertainty of when such a placing may be possible and the uncertainty of achieving a positive outcome.

Tags:  Graphene  Lanstead Capital Investors LP  pricing  Versarien 

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Versarien PLC - China Update

Posted By Graphene Council, Tuesday, March 31, 2020
Versarien plc the advanced materials engineering group, is pleased to provide an update on its progress in China, previously announced on 15 April 2019 and referenced in more recent Company announcements including those on 9 August 2019, 24 September 2019, 12 December 2019 and 25 February 2020.

Versarien Graphene (Hong Kong) Limited, a wholly-owned subsidiary of Versarien has signed a joint venture agreement ("Agreement") with Young-Graphene (Beijing) Technology Company Limited ("YG"). YG has appointed the Secretary General of the China International Graphene Industry Union ("CIGIU") to act for it in this matter and is supported by both CIGIU and Beijing Institute of Graphene Technology Co. Ltd ("BIGT"). Versarien's wholly foreign owned enterprise (Beijing Versarien Technology Co., Ltd. ("BVT")) will become the joint venture company with YG for the development of its activities in China ("PRC").

Key Highlights (to be read in conjunction with further details set out below):

· Agreement signed with YG to form a 50%-owned Chinese Joint Venture (the "Joint Venture" or "JV") for the development of applications for Versarien's technologies in the region.

· RMB1 million (c.£121,000) initial investment each by Versarien and YG over the next 12 months subject to certain milestones.

· The Joint Venture will have exclusive use of Versarien's technologies in the PRC. Versarien will retain rights to its existing technologies and intellectual property, with newly developed intellectual property being retained by the JV and/or the end users.

· Agreement includes, and is contingent on, a commitment by YG to procure subscription for Versarien ordinary shares from third parties in three tranches, which in aggregate will total up to 15% of Company's current issued share capital ("Versarien Share Subscriptions").

· Half of any gross funds raised in these subscriptions will be committed to investment in the JV's activities in the PRC.

· Any investment remains subject to, inter alia, further due diligence and agreeing acceptable terms and there can be no certainty that any of these subscriptions will occur.   

Summary of Main Terms (such terms to be governed by the laws of the PRC)

· YG and VGHK will each subscribe to an increase in the share capital of BVT, in an amount of RMB1 million (approximately £121,000) each so that VGHK and YG shall each hold 50% of BVT's registered share capital. BVT will retain its name as Beijing Versarien Technology Co., Ltd ("BVT"). The capital contribution to BVT by YG shall be paid in cash instalments within one year according to the business needs of BVT. The capital contribution to BVT by VGHK of RMB1 million shall be paid in cash within thirty days of either: (i) Versarien receiving technology license fees, technical service fees or other income totaling no less than RMB35 million (approximately £4.2 million) from the Head Licence agreement referred to below; or (ii) Versarien receiving the first equity investment tranche arising from a placing of 5% of its issued share capital to investors to be procured by YG (see below for further details).

·Versarien will introduce to the PRC the graphene technologies owned or developed by Versarien (the "Versarien Technologies") initially through the Graphene Seed Incubation Park located in Beijing.

· Versarien will grant exclusivity to BVT for the use and promotion of the Versarien Technologies in the PRC providing certain terms are met in relation to a placing of new ordinary shares of Versarien.

· Once an end user or third-party collaborator of Versarien's technologies in the PRC (the "End User") is identified by BVT, Versarien and BVT shall jointly discuss and negotiate the terms of a technology license to or collaboration with the End User. Once all the terms and conditions of the use of Versarien Technologies are finalised by the relevant parties, Versarien shall enter into a technology license or collaboration agreement with BVT (the "Head License Agreement") in order for BVT to sub-license the Versarien Technologies to, or further collaborate with, the End User, under a separate agreement entered into with the End User (the "Sub-License Agreement").

· The terms and conditions of the Head License Agreement and those of the Sub-License Agreement shall be the same except that the license fees (including related technical service fees) under the Head License Agreement shall be 70% of the license fees under the Sub-License Agreement. The remaining 30% of the license fees under the Sub-License Agreement will be retained by BVT to fund its operating and management costs.

· Versarien will remain the owner of existing Versarien Technologies intellectual property licensed to the End User under the Head License Agreement and Sub-License Agreement. Any new technologies or new intellectual property generated during the process of promotion and industrialisation of Versarien Technologies by BVT shall belong to BVT or jointly belong to BVT and the End Users.

Equity Investment in Versarien

The Agreement also sets out the conditional heads of terms for a staged equity investment in Versarien on the following terms. In particular:

·The Joint Venture is conditional on Versarien receiving a strategic equity investment of up to 15% of its current issued share capital in three equal instalments with a long-stop date of 30 June 2021. Within five business days after receiving each instalment of subscription proceeds for the Versarien Share Subscriptions, Versarien will remit 50% of the gross proceeds of the subscription to a Graphene Fund to be managed for the benefit of BVT.

·The equity subscriptions set out above are expressly conditional on any investor being allowed to conduct customary and proper due diligence on Versarien and the due diligence findings being materially consistent with all the public disclosures made by Versarien; and on the terms and conditions of the equity subscription agreements (other than the subscription price) being standard and customary for similar transactions in the United Kingdom.

·It should be noted that no party has committed to acquire any new shares in the Company or underwrite any equity fundraising pursuant to the Versarien Share Subscriptions and there can be no certainty that any of these subscriptions will occur.

·The execution of definitive agreements to complete each stage of the equity subscription will depend on a number of other practical factors, including:

o  Due diligence;

o  Identification of an appropriate investor;

o  Versarien confirming certainty of the proposed investor's funding; and

o  If the ultimate investor once identified proposes funding from within mainland China, such funding is likely to be subject to PRC currency exchange controls.

Backstop Arrangements

· If Versarien has not received income under the Head License Agreement totaling RMB 35 million (approximately £4.2 million) within twenty-four months of issue of the Joint Venture business licence VGHK shall be entitled to purchase from YG its entire equity interest in BVT at a nominal price of RMB10 (approximately £1) and YG shall accept such purchase of its equity interest.

·  If YG fails to procure a definitive agreement for Versarien for the first Versarien Share Subscription due by 30 June 2020, Versarien shall be entitled to purchase from YG all its equity interest in BVT at the nominal price of RMB10 (approximately £1) and YG shall accept such purchase of its equity interest.

Commenting on the Agreement, Neill Ricketts, Chief Executive Officer of Versarien, said: "Despite the impact of Covid-19 around the world, the Company has been able to continue to make progress on executing its strategy in China, as illustrated with the confirmation of this joint venture agreement. As highlighted in our February 2020 update, discussions are continuing to facilitate an equity investment in Versarien."  

Tags:  Beijing Institute of Graphene Technology  Graphene  Neill Ricketts  Versarien  Young-Graphene Beijing Technology Ltd 

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Versarien plc subscription to raise £6 million

Posted By Graphene Council, Friday, March 27, 2020
Versarien plc the advanced materials engineering group, is pleased to to announce that it has entered into a £6 million subscription agreement with Lanstead Capital Investors LP ("Lanstead"), a US managed institutional investor, together with a related sharing agreement ( the "Sharing Agreement") .

Highlights

· Subscription for 15,000,000 new ordinary shares of 1 pence each in the Company ("Ordinary Shares") (the "Subscription Shares") by Lanstead at an issue price of 40 pence per Subscription Share (the "Issue Price") to raise gross proceeds of £ 6 million , representing approximately 9.74 % of the Company's existing issued share capital (the "Subscription"). The issue price represents a 53.8 % premium to the closing mid-market price on 20   March 2020 .

· The £ 6 million gross proceeds of the Subscription will be pledged by the Company pursuant to the Sharing Agreement with Lanstead. The Sharing Agreement, details of which are set out below, entitles the Company to receive back those proceeds on a pro rata monthly basis over a period of 24 months, subject to adjustment upwards or downwards each month depending on the Company's share price at the time.

· The Sharing Agreement provides the opportunity for the Company to benefit from positive future share price performance ; an underlying reason for undertaking the fund raise in this way.

· The proceeds of the Subscription , when added to the c.£2.2 million of cash and headroom available under the Group's facilities as at 29 February 2020, will be used primarily by Versarien to advance its graphene commercialisation strategy , as well as for general working capital purposes.

Neill Ricketts , Chief Executive Officer of Versarien , commented:
"We are delighted to welcome Lanstead as a significant institutional shareholder in Versarien . The proceeds of the Sharing Agreement will underpin our activities over the next two years.

"T he mechanics of the Sharing Agreement allow   Versarien to benefit from future share price appreciation and reflect an alignment of both the Company and Lanstead's belief in the potential for substantial value enhancement for shareholders through the execution of our graphene commercialisation strategy.

"With the Company having a sound financial base and despite the background of the current global Covid-19 pandemic, I am confident that the Company will continue to make significant progress in the coming months.  In particular, we continue to advance our discussions in China and elsewhere and this fund raise does not preclude us from obtaining additional funding from other sources to accelerate the development of our graphene commercialisation strategy should appropriate value enhancing options be available."

Introduction

Lanstead has conditionally agreed to subscribe for 15,000,000 Subscription Shares at the issue price of 40 pence for gross proceeds of £ 6 million . The Subscription proceeds will be pledged to Lanstead under the Sharing Agreement pursuant to which the Company is entitled to receive back those proceeds on a pro rata monthly basis over a period of 24 months, subject to adjustment upwards or downwards each month depending on the Company's share price at the time.

A significant factor in Versarien 's decision to enter into the Subscription is that the Sharing Agreement provides the opportunity for the Company to benefit from positive future share price performance.  There is no upper limit placed on the additional proceeds receivable by the Company as part of the monthly settlements and the amount available in subsequent months is not affected.  Whilst the Company notes the corresponding risk that a fall in Versarien 's share price could reduce the amount of proceeds received, as explained below, the Directors expect the Company's graphene commercialisation   strategy to make considerable positive advancements over the 24 -month term of the Sharing Agreement. If these advancements are successful, and if the success of these advancements is reflected in Versarien 's share price, the Company expects the proceeds to be received back from Lanstead to exceed the amount pledged under the Sharing Agreement.

Further information on the Subscription

Pursuant to the subscription agreement between the Company and Lanstead (the "Subscription Agreement"), 15,000,000 Subscription Shares will be issued to Lanstead at 40 pence per Subscription Share for an aggregate subscription of £ 6 million before expenses.

The Subscription proceeds of £ 6 million will be pledged to Lanstead under the Sharing Agreement under which Lanstead will then make, subject to the terms and conditions of that Sharing Agreement, monthly settlements (subject to adjustment upwards or downwards) to the Company over 24 months, as detailed below. As a result of entering into the Sharing Agreement the aggregate amount received by the Company under the Subscription and the related Sharing Agreement may be more or less than £ 6 million , as further explained below.

The Sharing Agreement

As part of the Subscription, the Company will enter into the Sharing Agreement, pursuant to which Versarien will return the £ 6 million gross proceeds of the Subscription to Lanstead.  The Sharing Agreement will enable the Company to benefit from any share price appreciation over the average Benchmark Price of 53.33 pence (as defined below). However, if the Company's share price is less than the average Benchmark Price then the amount received by the Company under the Sharing Agreement will be less than the gross proceeds of the Subscription which were pledged by the Company to Lanstead at the outset.

The Sharing Agreement provides that the Company will receive 24 monthly settlement amounts as measured against a n average benchmark share price of 53.33 pence per Subscription Share (the "Benchmark Price"). The monthly settlement amounts for the Sharing Agreement are structured to commence approximately two month s following the admission to trading on AIM of the Subscription Shares.

If the measured share price (the "Measured Price"), calculated as the average volume weighted share price of the Company's Ordinary Shares over a period of 20 trading days prior to the monthly settlement date, exceeds the Benchmark Price, the Company will receive more than 100 per cent. of that monthly settlement due on a pro rata basis according to the excess of the Measured Price over the Benchmark Price. There is no upper limit placed on the additional proceeds receivable by the Company as part of the monthly settlements and the amount available in subsequent months is not affected.  Should the Measured Price be below the Benchmark Price, the Company will receive less than 100 per cent. of the monthly settlement calculated on a pro rata basis and the Company will not be entitled to receive the shortfall at any later date.

For example, if on a monthly settlement date the calculated Measured Price exceeds the Benchmark Price by 10 per cent., the settlement on that monthly settlement date will be 110 per cent. of the amount due from Lanstead on that date. If on the monthly settlement date the calculated Measured Price is below the Benchmark Price by 10 per cent., the settlement on the monthly settlement date will be 90 per cent. of the amount due on that date.  Each settlement as so calculated will be in final settlement of Lanstead's obligation on that settlement date.

Assuming the Measured Price equals the average Benchmark Price on the date of each and every monthly settlement, Versarien would receive aggregate proceeds of £ 6 million (before expenses) from the Subscription and Sharing Agreement.

The Company will pay Lanstead's legal costs incurred in the Subscription and in entering into the Sharing Agreement and, in addition, has agreed to issue to Lanstead 750,000   new Ordinary Shares (" Value Payment Shares ") in connection with entering into the Sharing Agreement.

In no event will fluctuations in the Company's share price result in any increase in the number of Subscription Shares issued by the Company or received by Lanstead. A decline in the Company's share price would not result in any advantage accruing to Lanstead and the Sharing Agreement allows both Lanstead and the Company to benefit from future share price appreciation.

In total, Lanstead will be issued with 15,750,000 new Ordinary Shares pursuant to the Subscription which, when issued, will equate to approximately 9.28 per cent of the Company's Enlarged Issued Share Capital.  No shares, warrants or additional fees are owed to Lanstead at any point during this agreement other than those disclosed above.

The Subscription Shares and the Value Payment Shares will rank pari passu with the existing Ordinary Shares and application has been made for their admission to trading on AIM ("Admission"). The Subscription is conditional, inter alia , on Admission and there being: (i) no breach of certain customary warranties given by the Company to Lanstead at any time prior to Admission; and (ii) no force majeure event occurring prior to Admission. Application will be made to the London Stock Exchange for the Subscription Shares and the Value Payment Shares to be admitted to trading on AIM ('Admission'). It is expected that Admission will become effective on or around 26 Ma rch 20 20 .

Total Voting Rights

Following the issue of the Subscription Shares and the Value Payment Shares , the Company will have 169,682,290 ordinary shares of 1p each in issue. The figure of 169,682,290 may be used by the Company's shareholders 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 Company under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules

Tags:  Graphene  Neill Ricketts  Versarien 

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