RE: Bluejay and Metals One Expected IPO15 Jul 2023 22:24
Thank you, Corryvreckon, for those important points you have raised.
I readily accept that £250,000 in cash is payable only on completion of the Proposed Transaction which is dependent on meeting ALL eight conditions and not just Metals One having raised at least £3,000,000 from the issue of new shares.
The eight conditions are:
1) Metals One having conducted and being satisfied with due diligence.
2) Metals One and Bluejay entering into the asset purchase agreement.
3) If required, all applicable and necessary consents, authorities or approvals required from any applicable statutory or quasi-statutory body.
4) Metals One having raised at least £3,000,000 from the issue of new shares.
5) The preparation and publication of a competent person's report in respect of the exploration licences.
6) The preparation and publication of an AIM admission document in respect of Metals One.
7) The admission of the enlarged issued share capital of Metals One to AIM; and
8) The granting of a waiver under Rule 9 of the Takeover Code to make a general offer to Metals One shareholder as a result of the issue of the consideration shares.
I am inclined to think that conditions 1), 2), 3) and 5) have all been met. If not, the agreement would have become null and void and we would have had an RNS from Bluejay to this effect by now.
That leaves conditions 4), 6), 7) and 8) to be met, which are not under Bluejay's control.
I have noted with interest your qualified comment that the 2021 RNS may have omitted a clear indication that the consideration could be proportionate to the amount raised at the IPO, rather than raise £3m or it doesn't go ahead. I must say I am struggling to consider this as a possibility given the importance of such a clause which would have altered the terms of the agreement in a significant way. Given that various parties including lawyers representing the two parties would have pored over and vetted the agreement before it was published, I doubt very much such an omission could have happened. Moreover, the inclusion of the words "at least" in condition 4) makes me think they actually meant it. That said, if there was indeed an omission I would be pleased because that would play in favour of Bluejay, should the IPO fail to raise at least £3m.
Yes, hope the IPO goes well for Bluejay but we will not know for sure until after 27 July 2023.