Purebond/Nipco/Kavango 123 Feb 2026 10:00
I was intrigued by the Zengas post re Purebond's substantial holding in Kavango Resources and the fact that a takeover wasn't triggered or sought by the Company.
After fruitlessly digging around I contacted a serious and knowledgeable poster over on ADV*N, who I remember used to hold KAV.
The mechanics of what he found using A1 are certainly relevant to the debates we have had on here, so many thanks to someuwin.
Good question — and you’re absolutely right to notice that 67% ownership normally would trigger a takeover bid under UK rules.
The reason it hasn’t is down to how Purebond built its stake and what AIM takeover rules allow. Let me walk you through it clearly.
🧭 1) How Purebond ended up with 67% of Kavango
Kavango Resources plc
Purebond Limited
Purebond didn’t suddenly buy shares in the market — it effectively funded the company over several years, and its stake grew through:
✅ Repeated placings & subscriptions
Purebond has repeatedly underwritten or subscribed to fundraises.
Example: it subscribed for over 111m shares in a £2.2m placing in 2025.
It also underwrote earlier bookbuilds and funding rounds, taking large chunks of new shares.
✅ Convertible loans / financing
Purebond has provided funding via loan notes that could convert into equity.
✅ Maintaining its % in future fundraisings
A key clause gave Purebond rights to participate pro-rata so it could avoid dilution — meaning its ownership kept increasing as others didn’t follow money.
👉 The result is what you see today:
Purebond owns ~67.62% of the company.
So this wasn’t a hostile takeover — it’s basically a strategic backer funding a junior explorer that needed capital.
⚖️ 2) Why they didn’t have to make a full takeover bid
This is the key regulatory point.
Normally in the UK:
👉 Crossing 30% voting rights triggers a mandatory offer under the Takeover Code.
BUT AIM companies can use an important exemption:
🟢 “Whitewash” / Independent shareholder approval
If shareholders approve certain placings or subscriptions, a large investor can increase above 30% without triggering a takeover offer.
What usually happens:
Company needs cash.
Strategic investor agrees to fund it.
Shareholders vote to waive Rule 9 (mandatory bid rule).
Investor’s stake increases legally.
This is extremely common on AIM — especially with mining explorers that rely on a cornerstone backer.
While I won’t assume specific resolutions without the full circular text, the structure of the fundraises and subscription agreements strongly implies Rule 9 waivers were used — otherwise Purebond couldn’t have moved from minority → majority without a bid.
🟢 They didn’t “acquire control” in one transaction
Another subtlety:
Purebond built its stake gradually through new share issues.
That’s very different from buying a controlling block from existing holders.
Takeover rules focus heavily on control via acquisition, not ong