TIDMBMN
RNS Number : 7541V
Bushveld Minerals Limited
05 December 2023
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS NOT
FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA,
CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF THE UK VERSION OF THE MARKET ABUSE REGULATION (EU NO. 596/2014)
AS IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR"). IN ADDITION, MARKET
SOUNDINGS WERE TAKEN IN RESPECT OF THE MATTERS CONTAINED IN THIS
ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF
SUCH INSIDE INFORMATION. UPON THE PUBLICATION OF THIS ANNOUNCEMENT,
THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC
DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION
OF INSIDE INFORMATION.
05 December 2023
Bushveld Minerals Limited
("Bushveld Minerals" or the "Company")
Result of Bookbuild
Bushveld Minerals Limited (AIM: BMN), the AIM quoted, integrated
primary vanadium producer, is pleased to announce that further to
its announcement at 3.35 p.m. on 29 November 2023, it has raised
approximately US$18.4 million (GBP14.6 million) (before expenses)
by way of a placing (the "Placing") and direct subscriptions with
the Company by Southern Point Resources Partners Limited, Acacia
Resources Limited, Orange Trust and certain directors (the
"Subscription"), through the issue of 486,038,755 new Ordinary
Shares at a price of 3 pence per new Ordinary Share (the "Issue
Price"). The issue price represents a premium of approximately 33.3
per cent. to the closing mid-market price per share of 2.25 pence
on 04 December 2023.
The Placing and Subscription are conditional, amongst other
things, upon Shareholder approval for the issue of sufficient new
Ordinary Shares as will be required to implement the Fundraising
(as defined below), which will
be sought at a General Meeting, to be convened on or around 27 December 2023.
A circular, which will provide further details of the
Fundraising and include a notice convening the General Meeting is
expected to be published shortly and will be capable of being
downloaded on the Company's website:
https://www.bushveldminerals.com once published.
Shareholders are encouraged to vote in favour of all
resolutions.
In addition to the Placing and Subscription, the Company is
today launching a retail offer via PrimaryBid (the "Retail Offer"),
to raise up to a further GBP2.0 million (before expenses) (the
Retail Offer, together with the Placing and Subscription, the
"Fundraising").
SP Angel Corporate Finance LLP and H&P Advisory Ltd acted as
joint bookrunners to the Company in connection with the
Placing.
Related Party Transactions
Three Directors have subscribed for an aggregate of 2,758,333
Subscription Shares at the Issue Price for an aggregate amount of
approximately GBP82,750 as set out below:
Director Current Shareholding Number of Subscription Resulting Shareholding
Shares on Admission
Kevin Alcock 3,035,809 1,725,000 4,760,809
--------------------- ----------------------- -----------------------
Craig Coltman NIL 833,333 833,333
--------------------- ----------------------- -----------------------
Michael Kirkwood 300,000 200,000 500,000
--------------------- ----------------------- -----------------------
Acacia Resources Limited ("Acacia"), a substantial shareholder
in the Company, has subscribed for a total of 92,592,592 new
ordinary shares of 1 pence each in the Company. Acacia's
subscription is on the same terms as the other Subscribers, other
than in respect of delayed settlement whereby it is agreed that all
of Acacia's subscription will be settled on or before 28 February
2024.
Craig Coltman, Michael Kirkwood and Kevin Alcock, as Directors,
and Acacia Resources Limited, as a substantial shareholder in the
Company, are deemed related parties of the Company (the "Related
Parties"), and their participation in the Subscription constitutes
a related party transaction in accordance with AIM Rule 13. David
Noko and Mirco Bardella, who are not participating in the
Subscription and are therefore considered independent Directors for
these purposes, having consulted with the Company's Nominated
Adviser, consider the terms of the Related Parties' participation
in the Subscription to be fair and reasonable insofar as Bushveld's
shareholders are concerned.
SPR Option and Black Economic Empowerment Consortium Option
Further to the announcement of 29 November 2023, SPR has agreed
to subscribe for 330,687,830 new Ordinary Shares at the issue price
of 3 pence for a total consideration of US$12.5 million (GBP9.9
million). In addition, SPR has the option to subscribe for up to
39,682,540 new Ordinary Shares at the issue price of 3 pence at any
time, during the period commencing on the date of Admission and
expiring on 28 February 2024.
Subject to the completion of regulatory due diligence checks,
SPR is entitled to nominate a representative to the Board of the
Company with effect from Admission. If by 28 February 2024, SPR
does not own or control 15 per cent. or more of the voting rights
in the issued share capital of the Company then the SPR Board
representative will resign and will only be re-appointed in the
event that the board conditions are met.
Further to the Company's announcement of 30 October 2023, the
Black Economic Empowerment Consortium, together being BVI 973 and
BVI 1833, being the holders of in aggregate a 26% minority interest
in Bushveld Vametco Holdings Proprietary Limited ("BEE
Consortium"), have been granted the right, limited to a 6 month
period from completion of the Vametco Acquisition, to subscribe, at
their own cost, for up to such number of shares that shall maintain
or reinstate (as the case may be) their collective shareholding in
the Company at or to 13% of the aggregate issued Ordinary 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 .
Admission to AIM
The Company will apply for admission of the new Ordinary Shares
to be issued pursuant to the Fundraising (other than those to be
issued to Acacia, which will be admitted to trading on or about 28
February 2024) (the "Fundraising Shares") to trading on AIM
("Admission"). Subject, inter alia, to the Placing Agreement not
having been terminated in accordance with its terms, it is expected
that Admission will occur on or around 28 December 2023. The
Fundraising Shares, when issued, will be credited as fully paid and
will rank pari passu in all respects with the existing Ordinary
Shares of Bushveld.
Craig Coltman, Chief Executive of Bushveld, commented:
" We are pleased by the response from investors to this capital
raise which was achieved at a 33% premium to the current market
price. The capital raise will allow us to fund capital expenditure
at Vametco and Vanchem to increase production, strengthen the
balance sheet, and facilitate restructuring the Orion Financing
Package. We are particularly grateful to SPR, Acacia and Orange
Trust who have continued to support the Company."
Use of proceeds
The planned use of the net proceeds of the Fundraising, being
approximately US$18.4 million (GBP14.6 million) in combination with
the Company's existing cash resources and funds to be received
pursuant to the sale of Vanchem and Mokopane, will be used as
follows:
(US$ million)
Vametco 19.3
---------------------------
Sustaining Capex 12.6
---------------------------
Barren Dam 4.0
---------------------------
TSF Buttress 1.9
---------------------------
Shaft PM Abatement 0.8
---------------------------
Vanchem 11.8
---------------------------
Sustaining Capex 11.7
---------------------------
Growth / Strategic 0.1
---------------------------
Working capital and repayment of debt 10.0
---------------------------
Transaction fees 0.8
---------------------------
TOTAL 41.9
---------------------------
Expected timetable of events
2023
Announcement of the results of the Bookbuild 12.45 p.m.
on 5 December
---------------------------------------
Opening of PrimaryBid Offer 1:00 p.m.
on 5 December
---------------------------------------
Close of PrimaryBid Offer 1:00 p.m. on 11 December
---------------------------------------
Record Date 6:00 p.m. on 21 December
---------------------------------------
Latest time and date for receipt of forms 10:00 a.m. on 25 December
of proxy for the General Meeting
---------------------------------------
Latest time and date for receipt of CREST 10:00 a.m. on25 December
proxy instructions from CREST shareholders
---------------------------------------
General Meeting 10:00 a.m. on 27 December
---------------------------------------
Admission of Fundraising Shares to trading 8:00 a.m. on 28 December
---------------------------------------
CREST accounts to be credited for Fundraising 8:00 a.m. on 28 December
Shares in uncertificated form
---------------------------------------
Expected despatch of definitive share within 10 working
certificates for Fundraising Shares in days of Admission
certificated form
---------------------------------------
Enquiries : info@Bushveldminerals.com
Bushveld Minerals Limited +27 (0) 11 268 6555
Craig Coltman, Chief Executive
Officer
Chika Edeh, Head of Investor
Relations
Nominated Adviser,
SP Angel Corporate Finance Joint Broker & Joint +44 (0) 20 3470
LLP Bookrunner 0470
Richard Morrison / Charlie
Bouverat
Grant Baker / Richard Parlons
Joint Broker & Joint +44 (0) 20 7907
Hannam & Partners Bookrunner 8500
Andrew Chubb / Matt Hasson
/ Jay Ashfield
+44 (0) 207 920
Tavistock Financial PR 3150
Gareth Tredway / Tara Vivian-Neal
/ Adam Baynes
ABOUT BUSHVELD MINERALS LIMITED
Bushveld Minerals is a 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.
Detailed information on the Company and progress to date can be
accessed on the website www.Bushveldminerals.com
NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS
DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY
ASSOCIATED WITH THEM:
Details of the person discharging managerial responsibilities/person
1. closely associated
Name: 1. Craig Coltman
a) 2. Michael Kirkwood
3. Kevin Alcock
------------------------------------ ---------------------------------
Reason for the notification
2.
-----------------------------------------------------------------------
Position/status: 1. CEO
a) 2. Non-Executive Chairman
3. Non-Executive Director
------------------------------------ ---------------------------------
Initial notification/Amendment:
b)
------------------------------------ ---------------------------------
Details of the issuer, emission allowance market participant,
3. auction platform, auctioneer or auction monitor
-----------------------------------------------------------------------
Name: Bushveld Minerals Limited
a)
------------------------------------ ---------------------------------
LEI: 213800GX3IGYRET8ZE57
b)
------------------------------------ ---------------------------------
Details of the transaction(s): section to be repeated
4. for (i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions
have been conducted.
-----------------------------------------------------------------------
Description of the financial Ordinary Shares of GBP0.01
a) instrument, type of instrument: each
Identification code:
ISIN: GG00B4TM3943
------------------------------------ ---------------------------------
Nature of the transaction: Subscription for Subscription
b) Shares
------------------------------------ ---------------------------------
Price(s) and volume(s): Price(s) Volume(s)
c) 1. 3 pence 833,333
----------
2. 3 pence 200,000
----------
3. 3 pence 1,725,000
----------
------------------------------------ ---------------------------------
Aggregated information: Single transactions
d) Aggregated volume: as in 4 c) above
Price:
------------------------------------ ---------------------------------
Date of the transaction: 05 December 2023
e)
------------------------------------ ---------------------------------
Place of the transaction: Off Market
f)
------------------------------------ ---------------------------------
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END
ROIEAAASELXDFFA
(END) Dow Jones Newswires
December 05, 2023 07:51 ET (12:51 GMT)
Bushveld Minerals (AQSE:BMN.GB)
過去 株価チャート
から 11 2024 まで 12 2024
Bushveld Minerals (AQSE:BMN.GB)
過去 株価チャート
から 12 2023 まで 12 2024
