Bushveld/Enerox29 Nov 2019 12:24
The following is not factored in yet....
'(Bushveld Minerals owns 74% of Vametco, 100% of Vanchem, 84% of Bushveld Energy in South Africa, 100% of Lemur Holdings, 9.5% of Afritin)
Valuation raised to 82p
Bushveld Energy has signed a term sheet whereby it will lead a consortium of investors in the potential acquisition of Enerox GmbH on a debt-free basis from CellCube Energy Storage Systems Inc.
The deal is in line with Bushveld’s strategy to invest in the roll out of battery storage systems and also appears opportunistic following the suspension of CellCube Energy shares Friday 1st November.
Cellcube shares were suspended on the failure of the company to raise funds in the Canadian market and the collapse of their agreed sale of the ‘V23’ vanadium mining business to Regency Gold Corp.
The Cellcube business appears to have been hit by:
high vanadium prices cutting orders for VRFB batteries
low vanadium prices killing off a deal to sell V23 vanadium mining venture.
The Enerox deal: Bushveld Energy is looking to acquire a significant minority holding (eg 25-49%) in Enerox following the acquisition.
Bushveld Energy will also have a first right of refusal to supply vanadium products to Enerox, eg vanadium electrolyte under the same material terms as other suppliers.
This should help to protect Bushveld from volatility in vanadium pricing going forward.
Bushveld Energy has till end-February to complete its due diligence and negotiate the Enerox acquisition documents for 11m plus working capital of €1.5m.
Acquisition structure, consortium payments:
€0.3m to the seller which will go to Enerox for short-term working capital
€1.65m inc. the €0.3m above to purchase 24.90% of the share capital in Enerox inc. shareholder capital contributions of €1.2m over next 4 months
€10.85m for 75.1% of Enerox subject to full due diligence made up of:
€8.35m on transaction completion
€2m in Bushveld Minerals shares at Bushveld’s discretion priced at the at the lesser of the 10-day volume-weighted-average-price prior to, or the price on, the 4th day before closing
€2.5m deferred consideration payable by the Bushveld Consortium in €0.5m chunks every 6 months starting June 2020
“Should the Seller or Bushveld Consortium elect not to enter into the Main SPA, the Seller has a call option to purchase the Initial Shares at a price equal to €1.65 million paid by the Bushveld Consortium to the Seller and Enerox, plus an amount equivalent to 12 per cent of such amount. In the event the call option is not exercised by the Seller, the Bushveld Consortium has an option to put the Initial Shares to the Seller for the same amount. Should the Seller not honor the put, the Bushveld Consortium would have the option of increasing its holding in Enerox by 50 per cent plus one share for an additional amount of €250,000. In circumstances where the Main SPA is not entered into because the Bushveld Consortium