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Vertical Enters Into Investment Agreement With Founder and CEO, Stephen Fitzpatrick Committing to Provide up to $50 Million of Funding
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Vertical Aerospace (EVTL) secures a $50 million funding commitment from its CEO, Stephen Fitzpatrick, for zero emissions aviation. Shareholders to vote on proposed amendments at an extraordinary general meeting.
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The commitment of up to $50 million in equity investment by Stephen Fitzpatrick, the CEO of Vertical Aerospace, signals a strong vote of confidence in the company's future. This infusion of capital could serve to bolster Vertical's financial position, allowing it to continue developing its zero emissions aviation technology. Investors should note that such a move may have a dilutive effect on existing shares, but it also potentially reduces the risk of liquidity issues. The critical aspect to evaluate is the terms of the investment and how it aligns with the company's valuation and growth prospects.
Moreover, the requirement for an extraordinary general meeting (EGM) to vote on amendments to the company's memorandum and articles of association suggests potential changes in corporate governance or operational structure. Shareholders should assess how these amendments might affect their rights and the overall strategy of the company. The outcome of the EGM could have implications on the stock's performance, depending on the market's reception of the proposed changes.
In the context of the aerospace industry, particularly the emerging sector of zero emissions aviation, Vertical Aerospace's announcement is indicative of the industry's growth trajectory. The commitment from the CEO underscores the increasing importance of sustainable aviation solutions. The investment can be seen as a strategic move to position Vertical at the forefront of this market shift. Analysts should examine how this capital might accelerate Vertical's research and development efforts, potentially leading to advancements that could secure a competitive edge in the market.
Additionally, the industry's response to this investment, such as potential partnerships or increased competition, will be a key factor to watch. The long-term impact on Vertical's market share and revenue generation capabilities, as well as the broader industry dynamics, will be of interest to stakeholders tracking the evolution of eco-friendly transportation solutions.
The procedural aspect of calling an EGM to vote on amendments is a formal requirement that reflects the company's adherence to corporate governance norms. The specifics of the proposed amendments will be crucial for shareholders to understand, as they could affect shareholder rights, voting powers and the company's operational flexibility. Legal analysis of the proposed changes should focus on whether they align with best practices in corporate governance and how they might influence the company's ability to make strategic decisions and react to market changes.
It is also important to consider the legal implications of the investment agreement itself, including any conditions or covenants imposed on the company. Such terms could have significant effects on the company's operations and governance, potentially influencing future strategic decisions and impacting shareholder value. Shareholders and potential investors should closely review the circular provided for the EGM to fully understand the legal ramifications of the proposed amendments and investment terms.
LONDON--(BUSINESS WIRE)--
Vertical Aerospace (Vertical) [NYSE: EVTL], a global aerospace and technology company that is pioneering zero emissions aviation, entered into an investment agreement with its founder, majority shareholder and Chief Executive Officer, Stephen Fitzpatrick, in respect of a commitment by Mr. Fitzpatrick to provide up to $50 million of funding to the company in the form of an equity investment. This follows the January 21, 2024 previously announced legally binding termsheet agreement relating to the committed funding.
As part of the commitment, Vertical is obligated to call an extraordinary general meeting of the shareholders of the company (the “EGM”) to vote on the adoption of certain amendments to its amended and restated memorandum and articles of association. Vertical has furnished a circular to its shareholders, providing notice of the EGM, which will be a physical-only meeting taking place at 09:30 GMT on March 13, 2024, at the offices of the Company: 4th Floor, United House, 9 Pembridge Road, London W11 3JY, United Kingdom – including a letter and a form of proxy card in connection with the proposals sought to be adopted by the EGM.
About Vertical Aerospace
Vertical Aerospace (NYSE: EVTL) is pioneering electric aviation. The Company was founded in 2016 by Stephen Fitzpatrick, an established entrepreneur best known as the founder of the OVO Group, a leading energy and technology group and Europe’s largest independent energy retailer. Vertical has focused on building the most experienced and senior team in the eVTOL industry, who have previously certified and supported over 30 different civil and military aircraft and propulsion systems.
Vertical received its Design Organisation Approval in 2023 underlining the UK Civil Aviation Authority’s confidence in Vertical’s capability to design a safe and reliable aircraft and aviation-related products to the highest standards.
Vertical’s top-tier partner ecosystem, including Honeywell Aerospace, Leonardo, Hanwha, Dassault Systèmes, Molicel, and GKN Aerospace, is expected to de-risk operational execution and its pathway to certification allowing for a lean cost structure and enabling production at scale. Vertical has a leading pre-order book from a diverse global customer base, creating multiple potential near term and actionable routes to market. Customers include airlines, aircraft lessors, helicopter operators, mobility firms and tourism groups, including American Airlines, Virgin Atlantic, Avolon, Bristow, Marubeni, Kakao Mobility, Iberojet and FLYINGGROUP, as well as Japan Airlines (JAL), Gol, Air Greenland, Gozen Holding and AirAsia, through Avolon’s VX4 placements.
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 completion of the committed funding from Company’s founder, majority owner, and CEO, the scheduled extraordinary general meeting of the shareholders of the Company, the certification and the commercialization of the VX4 and our ability to achieve regulatory certification of our aircraft product on any particular timeline or at all, expectations surrounding pre-orders and commitments, the Company’s partner ecosystem and the expectation to de-risk operational execution and allow for a lean cost structure and enable production at scale, 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: our limited operating history without manufactured non-prototype aircraft or completed eVTOL aircraft customer order; our history of losses and the expectation to incur significant expenses and continuing losses for the foreseeable future; the market for eVTOL aircraft being in a relatively early stage; our potential inability to produce, certify or launch aircraft in the volumes or timelines projected; the potential inability to obtain the necessary certifications for production and operation within any projected timeline, or at all; any accidents or incidents involving eVTOL aircraft could harm our business; our dependence on partners and suppliers for the components in our aircraft and for operational needs; the potential that certain strategic partnerships may not materialize into long-term partnership arrangements; all of the pre-orders received are conditional and may be terminated at any time and any pre-delivery payments may be fully refundable upon certain specified dates; any circumstances; the inability for our aircraft to perform at the level we expect and may have potential defects; any potential failure to effectively manage our growth; our inability to recruit and retain senior management and other highly skilled personnel, our ability to raise additional funds when we need or want them, or at all, to fund our operations; our limited cash and cash equivalents and recurring losses from our operations raise significant doubt (or raise substantial doubt as contemplated by PCAOB standards) regarding our ability to continue as a going concern; we have previous identified material weaknesses in our internal controls over financial reporting which if we fail to properly remediate, could adversely affect our results of operations, investor confidence in us and the market price of our ordinary shares; as a foreign private issuer we follow certain home country corporate governance rules, are not subject to U.S. proxy rules and are subject to Exchange Act reporting obligations that, to some extent, are more lenient and less frequent than those of a U.S. domestic public company; and the other 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 22, 2023, 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.
Who committed to providing up to $50 million in funding to Vertical Aerospace?
Vertical Aerospace's founder, majority shareholder, and CEO, Stephen Fitzpatrick, committed to providing up to $50 million in funding.
When will the extraordinary general meeting (EGM) for Vertical Aerospace take place?
The EGM for Vertical Aerospace is scheduled to take place at 09:30 GMT on March 13, 2024.
Where will the EGM for Vertical Aerospace be held?
The EGM for Vertical Aerospace will be a physical-only meeting held at the company's offices at 4th Floor, United House, 9 Pembridge Road, London W11 3JY, United Kingdom.
What is the purpose of calling the EGM for Vertical Aerospace?
The EGM is called to vote on the adoption of certain amendments to Vertical Aerospace's amended and restated memorandum and articles of association.
