Last checked at 5 Dec 2023 12:51
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA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 (£14.6 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 £2.0 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 £82,750 as set out below:
Director | Current Shareholding | Number of Subscription Shares | Resulting Shareholding 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 (£9.9 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$18.4 million (£14.6 million) in combination with the Company's existing cash resources and funds to be received pursuant to the sale of Vanchem and Mokopane, will be used as follows:
| (US$ 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 of proxy for the General Meeting | 10:00 a.m. on 25 December |
Latest time and date for receipt of CREST proxy instructions from CREST shareholders | 10:00 a.m. on25 December |
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 Shares in uncertificated form | 8:00 a.m. on 28 December |
Expected despatch of definitive share certificates for Fundraising Shares in certificated form | within 10 working days of Admission |
Enquiries : info@Bushveldminerals.com
Bushveld Minerals Limited | +27 (0) 11 268 6555 | |
Craig Coltman, Chief Executive Officer | ||
Chika Edeh, Head of Investor Relations | ||
SP Angel Corporate Finance LLP | Nominated Adviser, Joint Broker & Joint Bookrunner | +44 (0) 20 3470 0470 |
Richard Morrison / Charlie Bouverat |
| |
Grant Baker / Richard Parlons |
| |
| ||
Hannam & Partners | Joint Broker & Joint Bookrunner | +44 (0) 20 7907 8500 |
Andrew Chubb / Matt Hasson / Jay Ashfield |
| |
| ||
Tavistock | Financial PR | +44 (0) 207 920 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:
1. | Details of the person discharging managerial responsibilities/person closely associated | |||||||||
a) | Name: | 1. Craig Coltman 2. Michael Kirkwood 3. Kevin Alcock
| ||||||||
2. | Reason for the notification | |||||||||
a) | Position/status: | 1. CEO 2. Non-Executive Chairman 3. Non-Executive Director | ||||||||
b) | Initial notification/Amendment: |
| ||||||||
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||||||
a) | Name: | Bushveld Minerals Limited | ||||||||
b) | LEI: | 213800GX3IGYRET8ZE57 | ||||||||
4. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted. | |||||||||
a) | Description of the financial instrument, type of instrument: Identification code: | Ordinary Shares of £0.01 each
ISIN: GG00B4TM3943 | ||||||||
b) | Nature of the transaction: | Subscription for Subscription Shares | ||||||||
c) | Price(s) and volume(s): |
| ||||||||
d) | Aggregated information: Aggregated volume: Price: | Single transactions as in 4 c) above
| ||||||||
e) | Date of the transaction: | 05 December 2023 | ||||||||
f) | Place of the transaction: | Off Market | ||||||||