TIDMBMN
RNS Number : 6226R
Bushveld Minerals Limited
30 October 2023
Market Abuse Regulation Disclosure
This announcement contains inside information for the purposes
of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it
forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018 ("MAR"), and is disclosed in accordance with
the Company's obligations under Article 17 of MAR.
30 October 2023
Bushveld Minerals Limited
("Bushveld Minerals" ,"Bushveld" or the "Company")
Conditional acquisition of minority interests in Vametco
Bushveld Minerals Limited (AIM: BMN), the AIM quoted, integrated
primary vanadium producer and energy storage solutions provider, is
pleased to announce that it has entered into a conditional
agreement which will result in the Company increasing its ownership
to 100% of the Vametco vanadium mine and production facility
("Vametco") (collectively the "Transaction") .
Highlights
-- Bushveld has entered into a definitive agreement to acquire
the 26% minority interest in Bushveld Vametco Holdings Proprietary
Limited (" BVH ") owned by a Black Economic Empowerment (" BEE ")
consortium in return for, inter-alia, the issue of 232,836,255
shares in the Company (the " Consideration Shares "), representing
13% of the enlarged issued share capital (assuming no other
issuance of shares).
-- The Transaction:
- will result in Bushveld owning 100% of the Vametco mine and
vanadium plant, and acquiring full operational, management and
financial control of Vametco.
- gives the Group complete control over Vametco's cash flows,
which have previously been restricted due to minority interest.
- is immediately value accretive to Bushveld Shareholders and is
expected to enhance earnings per share going forward.
- 70% of the Consideration Shares will be subject to a 6 month lock-in period.
Further approvals and requirements
-- The Transaction is subject to South African Reserve Bank
("SARB") approval, which is expected to be received within 6
weeks.
-- Completion of the Transaction will take place on the later of
the fifth business day following SARB approval being granted or the
Company publishing an announcement to confirm completion of the
Company's debt restructuring transaction.
-- Following completion of the Transaction, BVH will apply to
the Minister of Mineral Resources and Energy (in terms of section
102 of the Mineral and Petroleum Resources Development Act, 2002)
to amend and update the BVH Mining Right to reflect the updated
ownership structure.
Details of the Corporate Restructuring
The Company currently owns 74% of the issued share capital of
BVH through intermediary subsidiary companies. The remaining 26% is
owned by Business Venture Investments 973 Proprietary Limited ("BVI
973") and Business Venture Investments No. 1833 Proprietary Limited
("BVI 1833") (collectively the "Vendors" and "BEE consortium").
Under the terms of the Transaction, BVI 973 and BVI 1833 will sell
their shares in BVH in exchange for:
-- The issue of the 152,069,166 of the Consideration Shares to
BVI 973, representing 8.49% of the enlarged issued share capital
(assuming no other issuance of shares), and 80,767,089 of the
Consideration Shares to BVI 1833, representing 4.51% of the
enlarged issued share capital (assuming no other issuance of
shares), respectively. An aggregate total of 232,836,255 shares in
the Company will be issued to the BEE consortium.
-- Payment of ZAR18 million in cash to BVI 1833.
-- Cession to BVI 973 of an A Class Share in Oakleaf Investments
115 (Pty) Ltd (which holds 100% of BVI 1833) which entitled it to
20% of all distribution therefrom.
-- Cancellation of a loan to one of the intermediate subsidiary
companies in the BEE structure of US$0.513 million.
BVI 973 is owned 25% by the Vametco Community Trust and 75%
Marble Gold 208 (Pty) Limited, a wholly owned subsidiary of Jaxson
640 (Pty) Ltd ("Jaxson 640"). Jaxson 640 is owned 70% by Mr Billy
Chipane, a South African entrepreneur and director of BVH, and 30%
by the Peo Matlafatso Trust, a trust owned by the local Mothotlung
communities.
BVI 1833 is 100% owned by Oakleaf Investments 115 (Pty) Ltd,
which in turn is 100% owned by Jaxson 640.
Lock in agreement
BVI 973 and BVI 1833 have each agreed that for a period of 6
months following Completion, they will not dispose of 70% of their
Consideration Shares.
In consideration for the shareholders agreeing to the
aforementioned lock in, the Company grants BVI 973 and BVI 1833 the
right to subscribe, at their own cost, for up to such number of
shares as shall maintain or reinstate (as the case may be) their
collective shareholding in the Company at or to 13% of the
aggregate issued shares, at the same subscription price at which a
third party shall be entitled to subscribe for shares, in the event
that their collective shareholding expressed as a percentage of all
issued shares falls below 13% due to a subscription for shares by a
third party or third parties for a period of 6 months from
Completion.
Related Party Transaction
Mr Billy Chipane is a director of BVH, a subsidiary of the
Company, and accordingly the Transaction is classified as a related
party transaction pursuant to the AIM Rules for Companies. The
directors of Bushveld Minerals (all of whom are independent of the
Transaction) consider, having consulted with SP Angel Corporate
Finance LLP, the Nominated Adviser of Bushveld, that the terms of
the Transaction are fair and reasonable insofar as shareholders are
concerned. Following completion of the Transaction, Mr Billy
Chipane will resign from the board of BVH.
Financial details
Bushveld Vametco Holdings reported sales of ZAR 1,972,478,766
(approx. US$105.4 million), profit before tax of ZAR 490,355,989
(US$26.2 million) and net assets of ZAR 1,613,397,934 (US$86.1
million) in the year ended 31 December 2022. Following completion
of the Transaction, the Company will no longer account for
non-controlling interests in BVH. In the year ended 31 December
2022, profits attributable to non-controlling interests in BVH were
US$3.5 million.
Next Steps
The Company will work towards completing the outstanding
conditions being SARB approval and the convertible loan note
refinancing. Following which the Company will issue the
Consideration Shares to the Vendors. Further announcements will be
made as appropriate.
Craig Coltman, CEO of Bushveld Minerals Limited, commented :
"This is an important transaction as it consolidates the
ownership of this valuable vanadium producing asset under a single
entity - Bushveld Minerals. As South Africa navigates its way
beyond the original Black Economic Empowerment ownership
requirements at asset level as set in law, we see it fit to now
transfer this interest to a stake at the top level of the Company,
providing see through value in a listed stock and access to
Bushveld's future growth plans across the Group. For Bushveld it
allows us to consolidate the structure and take full control of the
asset."
ENDS
Enquiries : info@bushveldminerals.com
+27 (0) 11 268
Bushveld Minerals Limited 6555
Craig Coltman, Chief Executive
Officer
Chika Edeh, Head of Investor Relations
Nominated Adviser +44 (0) 20 3470
SP Angel Corporate Finance LLP & Broker 0470
Richard Morrison / Charlie Bouverat
Grant Baker / Richard Parlons
+44 (0) 20 7653
RBC Capital Markets Joint Broker 4000
Jamil Miah / Sahil Suleman
Tavistock Financial PR
+44 (0) 207 920
Gareth Tredway / Tara Vivian-Neal 3150
ABOUT BUSHVELD MINERALS LIMITED
Bushveld Minerals is a low-cost, vertically integrated primary
vanadium producer, it is one of only three operating primary
vanadium producers. In 2022, the Company produced 3,842 mtV,
representing more than 3% of the global vanadium market. With a
diversified vanadium product portfolio serving the needs of the
steel, energy and chemical sectors, the Company participates in the
entire vanadium value chain through its two main pillars: Bushveld
Vanadium, which mines and processes vanadium ore; and Bushveld
Energy, an energy storage solutions provider.
Bushveld Energy is focused on developing and promoting the role
of vanadium in the growing global energy storage market through the
advancement of vanadium-based energy storage systems, specifically
Vanadium Redox Flow Batteries ("VRFBs")
Detailed information on the Company and progress to date can be
accessed on the website www.bushveldminerals.com
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END
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Bushveld Minerals (AQSE:BMN.GB)
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過去 株価チャート
から 12 2023 まで 12 2024
