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G-VOLUTION

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Bringing cleaner fuels to railways, and heavy duty applications = lower costs, lower carbon

155%
 - 
Funded 13 Dec 2022
£400,008 target
£945,050 from 191 investors
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Business overview

Location Bristol, United Kingdom
Social media
Website www.g-volution.com
Sectors Automotive & Transport Non-Digital B2B
Company number 05638299
Incorporation date 5 Dec 2005
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Investment summary

Type Equity
Valuation (pre-money) £9.8M
Equity offered 5.99%
Share price £0.1784
UK tax relief

EIS

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Business highlights

  • Delivering world's first dual fuel diesel bio-LNG passenger train
  • Delivering world's first dual fuel diesel bio-LPG freight locomotive
  • Delivering dual fuel gensets in India
  • Delivering dual fuel gensets in Nigeria
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Key features

  • Secondary Market
  • Nominee investment min. £17.84 +
  • Idea
  • Key Information
  • Team
  • Updates
  • Investors 191
  • Discussion
  • Documents

Idea

Introduction

G-volution has a proven technology platform that can significantly reduce harmful emissions in existing heavy duty diesels NOW in a cost-effective way, AND a clear practical and cost effective technology route to ZERO carbon in the near future using existing infrastructures.

G-volution has pioneered a dual fuel technology for use in large diesel engines in the Rail, Road and GenSet (static power generation) markets. This proven technology results in fuel cost savings, and aims to extend asset life for operators, whilst also helping these operators reach green targets through reduced engine emissions. There is a large opportunity to develop the business and the technology in existing markets (UK and Spain), as well as in emerging markets. G‑volution has the potential for a clear path to sales in the rail industry in the UK now, and will use funds raised to further the development of its technology as a practical, deliverable and cost effective pathway.

Substantial accomplishments to date

UK Rail:

Class 180 Rail Engine: the demonstration of G‑volution’s dual fuel technology on the Class 180 – a world first in passenger diesel/Bio LNG (Bio Liquified Natural Gas) use – is a major milestone exhibiting our technology in a commercial rail environment. This demonstration will begin in November 2022. Grand Central have indicated a desire to roll out the technology across their fleet if the demonstration is successful. The trial is likely to run for 1 month.

Class 73: Class 73: G-volution has added its technology to a Network Rail maintenance vehicle that so that it can now run on diesel/bio-LPG, also a world first,and this vehicle is intended to follow the Class 180 onto the track in Q4 2022. There is a lot of interest in the decarbonisation of such vehicles currently and it is hoped that at least one other vehicle (with similar engine) can be converted within a year following the trial if the trial is successful.

Genset:

India: G-volution has established a partnership/JV with an Indian company to develop the G‑volution technology specifically for use in gensets in India. There is significant opportunity which will be exploited through the joint venture within India, and potentially beyond.
A recent investor in G-volution from Nigeria will support the deployment of the technology in Africa. There is a specific focus on gas use in countries like Nigeria. Product development and business plan in process.

Monetisation strategy

G-volution has spent the last 3 years developing technology to use cleaner fuels to decarbonise the rail sector in the UK, given the absence of alternative solutions.

G-volution aims to deliver dual fuel gensets to the fast growing India market, and also Nigeria, through current investors.

G-volution intends to become a leading integrator of green technology in the rail, marine and generator sector worldwide.

Revenues will come from sale of technology, service and maintenance of the technology, and expansion of the technology into other sectors

Use of proceeds

Use of funds: G-volution is seeking capital to invest in the following projects:

An Indian Joint Venture with HansTech: £90k

[Working capital] to deliver the UK based dual fuel trials: £185k
To deliver feasibility based on UK technology roll out in Bangladesh: £25k
To deliver feasibility of FFFC rail vehicles and fuel cells: £100k

Total £400,000 required.

It is intended that this investment will deliver sales in UK, and overseas, in 2022-2025 time frame, with further fund raising to follow commercialisation in due course.

Key Information

Group Structure

Investors in this round are investing into and will become shareholders of G-Volution Ltd. This is the holding company for the group.

The group structure is as follows:

India: 90% of the JV is owned by G-Volution, 10% by a local partner. G-Volution profits from sales to India [100% Net Profit] and distribution in India [90% of Distribution Profits]. Investment is made on the same basis, 90/10.

The company has also an agreement with a distribution partner in Nigeria, Raypower Ltd. This company is owned by a G-Volution Investor. G-Volution makes 100% of sales Net Profit and the local partner 100% of the Distribution Profits.

Material Debt

The company has the following outstanding loans:

£500,000 loan from Innovate UK at an interest rate of 6.25% p.a. to be repaid over 5 years from May 23rd 2022. The loan is secured by a company’s asset.

£200,000 loan from The Smudger Trust at an interest rate at 3.25% p.a. to be repaid monthly by November 2024. The loan is secured by a company’s IP asset.

Funds raised won't be used to repay these loans.

Convertible Loans

The company has the following outstanding convertible loans, which may convert to equity after this round and dilute existing shareholders:

£150,000 loan from Raymond Aliga repayable only by share conversion, with the following key terms:
Conversion price: 0.1588p
Share class: ordinary shares
Repayment date: 31 December 2024

Future Fund Convertible

The company has a Future Fund Convertible Loan Agreement which will convert to equity on completion of this round.

Please note: the principal of the convertible loan has been factored into the pre-money calculation of this campaign, however as the interest accrues until the date of completion of this round the shares issuable in respect of interest have not been factored in so will result in future dilution on conversion.

The key details of the convertible loans are below:
- Principal: £350,000
- Interest rate: 8%
- Discount: 20%
- Valuation Cap: £3,750,000
- Maturity date: 2 July 2023

Thee shares will convert as follows:
-Conversion price: the lower of (a) the lowest price per share issued in the round reduced by the discount and (b) the valuation cap. No discount applies to conversion of the interest.
- Share class: the most senior class of shares issued in the trigger round.

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Investing involves risks, including loss of capital, illiquidity, lack of dividends and dilution, and should be done only as part of a diversified portfolio. Please read the Risk Warnings before investing. Investments should only be made by investors who understand these risks. Tax treatment depends on individual circumstances and is subject to change in future.

This campaign for G-VOLUTION has been approved by Seedrs Limited (trading as Republic Europe) ("Republic Europe", "us" or "we"), as of 14 October 2022 as a financial promotion. Republic Europe is authorised and regulated by the Financial Conduct Authority with firm reference number 550317. In approving this campaign, Republic Europe has concluded that the information, taken as a whole, is "fair, clear and not misleading." This means that for factual statements we have reviewed evidence of their accuracy, and that for aspirational statements we believe they are phrased appropriately in light of their speculative nature. You should note that in the case of factual statements, the evidence we review is provided by the business, and we do not audit it, which means that we may not be able to identify forged or altered evidence. You should further note that in the case of aspirational statements, the nature of the type of businesses presented on the Republic Europe platform is such that they are likely to have high ambitions, and we may approve statements that convey those ambitions even where we do not believe, or we do not have a view on whether it is likely, that they will be fully realised. The pre-money valuation and investment sought in the campaign are those set by the business: they are not reviewed or established by us, and the valuation is not an independent view of what the business is worth. Given the nature and type of businesses presented on the Republic Europe platform, it is possible that the business has very little cash remaining prior to receiving this investment, and the investment sought may be necessary for the business's on-going existence.

Republic Europe does not make investment recommendations to you. No communications from Republic Europe, through this website or any other medium, should be construed as an investment recommendation. Further, nothing on this website shall be considered an offer to sell, or a solicitation of an offer to buy, any security to any person in any jurisdiction to whom or in which such offer, solicitation or sale is unlawful. Republic Europe does not provide legal, financial or tax advice of any kind. If you have any questions with respect to legal, financial or tax matters relevant to your interactions with Republic Europe, you should consult a professional adviser.

Tax Relief (SEIS)

This business is eligible for SEIS relief - providing qualifying investors with income tax relief of 50% of their investment and certain other tax reliefs. Tax treatment depends on individual circumstances and is subject to change in future. Click to learn more.

Tax Relief (EIS)

This business is eligible for EIS relief - providing qualifying investors with income tax relief of 30% of their investment and certain other tax reliefs. Tax treatment depends on individual circumstances and is subject to change in future. Click to learn more.

Valuation (pre-money)

Valuation rounded from £9,751,515

This is the fully-diluted pre-money valuation of the business (i.e. before the new investment comes in and including issued options and other equity interests). In contrast, the post-money valuation is based on inclusion of the new investment in the value.

It is calculated as the pre-money valuation plus the amount of new investment. e.g. If Company A is ascribed a pre-money valuation of £1,200,000 by prospective investors investing £300,000, its post-money valuation is £1,500,000.

The investee business is responsible for setting its own valuation, it has not been prescribed by Republic Europe.

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