Versarien plc (LON:VRS), the advanced materials engineering group, has announced that it has entered into a wide-ranging series of agreements with Graphene Lab Co Ltd, a South Korean based company specialising in chemical vapor deposition graphene, including sensors, OLEDs, and flexible transparent touch panels, with the intention of advancing both Versarien’s and Graphene Lab’s proposed activities in South Korea. This follows the Company’s acquisition of certain graphene production related assets and intellectual property from South Korea based Hanwha Aerospace Co. Ltd, as announced on 22 December 2020.
In addition, Graphene Lab has made a strategic investment of £1.93 million in the Company through a subscription for 4,280,000 new Ordinary Shares at an issue of price of 45 pence per Ordinary Share. The Subscription Shares, which represent 2.2% of the enlarged share capital of the Company, will be subject to a 12-month lock-in.
Further information on the Agreement
Graphene Lab has entered into the Agreement with the Company’s wholly owned subsidiary in South Korea, Versarien Korea Ltd (“Versarien Korea”). The Agreement covers a number of matters pertaining to Versarien and Graphene Lab’s proposed activities in South Korea. The main elements of the Agreement are summarised below:
· The Agreement provides a licence to Graphene Lab to utilise, exclusively in South Korea, 14 of the patents acquired through the Acquisition for a 5% royalty on sales payable to Versarien;
· Under the Agreement, Graphene Lab has the right to use certain Versarien trademarks on payment of a 2% royalty on sales to Versarien;
· Graphene Lab will acquire 15% of the shares in Versarien Korea at their nominal value and the board of Versarien Korea will, in due course, comprise five directors, of which four will be nominated by Versarien and one by Graphene Lab;
· Graphene Lab has leased new premises in South Korea and Versarien Korea is taking a sub-lease over part of that facility, to locate the equipment acquired as part of the Acquisition. Additionally, Versarien Korea and Graphene Lab have agreed to share equipment at an agreed daily rate; and
· Graphene Lab will provide certain operator and maintenance support to Versarien Korea at an agreed cost.
Admission and Total Voting Rights
The Subscription Shares will rank pari passu with the existing Ordinary Shares and application has been made for their admission to trading on AIM (“Admission”). It is expected that Admission will become effective on or around 13 April 2021.
Following the issue of the Subscription Shares, the Company will have 194,149,790, ordinary shares of 1 pence each in issue. The figure of 194,149,790 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.
Neill Ricketts, CEO of Versarien, commented: “We are delighted to have secured this agreement with Graphene Lab, which will enable us to advance our plans in South Korea, following the Acquisition in December. I am also pleased that our partnership with Graphene Lab has been further reinforced by the stake they have taken in Versarien. We are excited by the opportunities for Versarien in South Korea, including for new product developments, and we look forward to providing updates in due course.”