Vertical Calls Extraordinary General Meeting

Rhea-AI Summary

Vertical Aerospace (NYSE: EVTL) has announced an extraordinary general meeting (EGM) scheduled for December 23, 2024, at 10:30 a.m. GMT in London. The meeting follows a term sheet agreement signed on November 24, 2024, between the company, majority shareholder Stephen Fitzpatrick, and primary creditor Mudrick Capital Management. This agreement aims to address immediate cash requirements and facilitate longer-term fund raising. Shareholders will consider amendments to the company's third amended and restated memorandum and articles of association. A circular with meeting details and proxy information has been filed with the SEC on December 13, 2024.

Positive

• Agreement reached with major creditor Mudrick Capital for immediate cash needs
• Framework established for longer-term fundraising solutions

Negative

• Company facing immediate cash requirements indicating financial distress
• Need for extraordinary meeting to modify articles suggests urgent corporate restructuring

Insights

Financial Analyst

This extraordinary general meeting announcement signals a critical juncture for Vertical Aerospace as it seeks to address immediate cash concerns through agreements with majority shareholder Stephen Fitzpatrick and creditor Mudrick Capital Management. The need for amendments to the company's articles of association, coupled with the focus on addressing cash requirements, suggests significant financial restructuring ahead. For a company in the capital-intensive eVTOL sector with a relatively small $138 million market cap, securing adequate funding is important for survival and development. The involvement of Mudrick Capital, known for investing in distressed companies, indicates the challenging financial position Vertical faces. This meeting could determine the company's future financing structure and operational viability.

LONDON & NEW YORK--(BUSINESS WIRE)-- Vertical Aerospace Ltd. (“Vertical” or the “Company”) (NYSE: EVTL; EVTLW), a global aerospace and technology company that is pioneering zero emission aviation, announces it will hold an extraordinary general meeting of the shareholders of the Company (the “EGM”), to be held at 10:30 a.m. GMT on December 23, 2024 at the offices of the Company: 4th Floor, United House, 9 Pembridge Road, London W11 3JY, United Kingdom.

This follows the signing of a term sheet by and among the Company, its majority shareholder Stephen Fitzpatrick, and its primary creditor Mudrick Capital Management on 24 November 2024, outlining an agreement in principle to address the Company’s more immediate cash requirements and facilitate longer-term fund raising.

Shareholders are invited to consider certain amendments to the Company's third amended and restated memorandum and articles of association.

The Company has furnished a circular to its shareholders, providing notice of the EGM, and including a form of proxy card in connection with the proposals sought to be adopted by the EGM, which is attached as an exhibit to a current report on Form 6-K, filed with the U.S. Securities and Exchange Commission (“SEC”) on 13 December, 2024.

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Notes to Editors

About Vertical Aerospace

Vertical Aerospace is a global aerospace and technology company pioneering electric aviation. Vertical is creating a safer, cleaner and quieter way to travel. Vertical’s VX4 is a piloted, four passenger, Electric Vertical Take-Off and Landing (eVTOL) aircraft, with zero operating emissions. Vertical combines partnering with leading aerospace companies, including GKN, Honeywell and Leonardo, with developing its own proprietary battery and propeller technology to develop the world’s most advanced and safest eVTOL.

Vertical has c.1,500 pre-orders of the VX4, with customers across four continents, including American Airlines, Japan Airlines, GOL and Bristow. Headquartered in Bristol, the epicentre of the UK’s aerospace industry, Vertical was founded in 2016 by Stephen Fitzpatrick, founder of the OVO Group, Europe’s largest independent energy retailer. Vertical’s experienced leadership team comes from top tier automotive and aerospace companies such as Rolls-Royce, Airbus, GM and Leonardo. Together they have previously certified and supported over 30 different civil and military aircraft and propulsion systems.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 that relate to our current expectations and views of future events. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements as contained in Section 27A of the Securities Act and Section 21E of the Exchange Act. Any express or implied statements contained in this press release that are not statements of historical fact may be deemed to be forward-looking statements, including, without limitation, statements regarding the announced extraordinary general meeting, statements regarding the consummation of the term sheet, including the entry into final transaction agreements and the satisfaction of all closing conditions, completion of the committed funding from Mudrick Capital and use of proceeds therefrom, the sufficiency of the proceeds from the committed funding to meet the Company’s more immediate capital expenditure requirements, the Company’s satisfaction of all closing conditions to the committed funding, our ability and plans to raise additional capital to fund our operations, design and manufacture of the VX4, business strategy and plans and objectives of management for future operations, as well as statements that include the words “expect,” “intend,” “plan,” “believe,” “project,” “forecast,” “estimate,” “may,” “should,” “anticipate,” “will,” “aim,” “potential,” “continue,” “are likely to” and similar statements of a future or forward-looking nature. Forward-looking statements are neither promises nor guarantees, but involve known and unknown risks and uncertainties that could cause actual results to differ materially from those projected, including, without limitation the important factors discussed under the caption “Risk Factors” in our Annual Report on Form 20-F filed with the U.S. Securities and Exchange Commission (“SEC”) on March 14, 2024, as such factors may be updated from time to time in our other filings with the SEC. Any forward-looking statements contained in this press release speak only as of the date hereof and accordingly undue reliance should not be placed on such statements. We disclaim any obligation or undertaking to update or revise any forward-looking statements contained in this press release, whether as a result of new information, future events or otherwise, other than to the extent required by applicable law.

View source version on businesswire.com: https://www.businesswire.com/news/home/20241213139249/en/

For more information:

Justin Bates, Head of Communications, justin.bates@vertical-aerospace.com, +44 7878 357 463

Samuel Emden, Head of Investor Affairs, samuel.emden@vertical-aerospace.com, +44 7816 459 904

Source: Vertical Aerospace Ltd.

FAQ

When is Vertical Aerospace (EVTL) holding its extraordinary general meeting?

Vertical Aerospace is holding its extraordinary general meeting on December 23, 2024, at 10:30 a.m. GMT in London.

What is the purpose of EVTL's extraordinary general meeting?

The meeting is to consider amendments to the company's memorandum and articles of association, following an agreement to address immediate cash requirements and facilitate longer-term fundraising.

Who are the key parties involved in EVTL's term sheet agreement?

The term sheet agreement involves Vertical Aerospace, majority shareholder Stephen Fitzpatrick, and primary creditor Mudrick Capital Management.

When did EVTL sign the term sheet agreement for cash requirements?

Vertical Aerospace signed the term sheet agreement on November 24, 2024.

What financial challenges is EVTL addressing through this meeting?

EVTL is addressing immediate cash requirements and seeking to facilitate longer-term fund raising through the agreement outlined in the term sheet.