CBUY.L Regulatory News (CBUY)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN NOR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

For immediate release

16 October 2013

Tungsten Corporation PLC

Successful placing to raise £160 million - significantly over subscribed

Admission to Trading on AIM

Tungsten Corporation PLC ("Tungsten" or the "Company") is pleased to announce its admission to trading on the AIM market of the London Stock Exchange ("AIM") at 08:00 London time today. Dealings in the Company's ordinary shares will trade under the ticker TUNG.

Tungsten's strategy is to monetise its leading global e-invoicing network which already processes over £100 billion per year for many of the world's largest companies (including working with 61 per cent. of the FTSE 100 and 53 per cent. of the Fortune 500), by offering supply chain financing through its own bank. Additionally, it will offer innovative analytics software to apply to the vast repository of invoice data and so save its buyers' money.

Summary

- The Company has raised £160m (before expenses), through the placing of 71,111,111 new ordinary shares at a price of 225p per share (the "Placing").

- Market capitalisation on Admission is £225 million, with 100,000,000 ordinary shares in issue.

- The Placing saw strong demand from institutional investors and was significantly oversubscribed.

- Proceeds from the Placing will be used as follows: (i) £73 million* to fund the cash element of the acquisition of OB10 Limited ("OB10"), the leading global business to business e-invoicing network, (ii) £58 - £60 million to finance the acquisition of FIBI Bank (UK) Plc (the "Bank", subject to regulatory approval) and to provide solvency capital to support the invoice discounting activities of the Bank, (iii) £15 million for working capital and business development purposes and (iv) £14 million to fund acquisition and transaction fees and expenses, with a further £2 million payable at the board of Tungsten's discretion.

- The Placing of £160 million represents the largest trading company IPO on AIM since 2008**.

- Disruptive Capital Finance LLP was exclusively engaged by the Tungsten Board for the purposes of identifying and recommending investment opportunities to the Company. It was as part of this process that OB10 and the Bank were identified as potential acquisition opportunities.

- Canaccord Genuity has acted as sole bookrunner, financial adviser and joint broker to the Company, with Charles Stanley acting as Nominated Adviser and joint broker to the Company.

* of which £2 million will be used by certain OB10 executives to purchase ordinary shares in Tungsten.

** excluding investment companies.

Commenting, Edmund Truell, CEO of Tungsten, said:

"We are delighted to have attracted institutional investors of this calibre, with the Placing being significantly oversubscribed. We look forward to delivering attractive returns to new and existing shareholders as the business scales. We expect to monetise what is already a great platform through the transformation of the financial aspects of the global supply chain."

Luke McKeever, Executive Director of Tungsten, said:

"We already work with many of the world's largest multinationals and their suppliers. By extending our e-invoicing and early payment services, and introducing detailed spend analytics, we plan to broaden our existing client and partner relationships and welcome new organisations to the network. We will continue our commitment to innovative product development, enhanced service delivery and geographic expansion."

Enquiries:

Background and further information

Tungsten's strategy is to monetise its leading global e-invoicing network which already processes over £100 billion per year for many of the world's largest companies (including working with 61 per cent. of the FTSE 100 and 53 per cent. of the Fortune 500), by offering supply chain financing through its own bank. Additionally, it will offer innovative analytics software to apply to the vast repository of invoice data and so save its buyers' money.

The Company was founded by Edmund Truell and Danny Truell to identify and acquire a company, business or asset within the financial services sector which could grow into a business with a significant market presence in a segment with potential for sustainable long-term cash generation, return on equity and growth. They have been joined on the Board in a non-executive capacity by Arnold Hoevenaars (Chairman), Peter Kiernan, and Michael Spencer.

The Tungsten Board, through its experience in the financial services sector, believed that the financial crisis of the last five years created an opportunity to acquire and/or build a presence in undervalued segments of the financial market where better management and improved use of technology could deliver enhanced returns.

Tungsten identified the strength of OB10's technology, the quality and breadth of its customer base and the inherent supply chain finance potential as a result of the £100 billion transactional value that exists on the e-invoice platform. To the OB10 offering, the Company delivers a committed management team and Board with a breadth of financial services and fin-tech sector experience. The Tungsten management team has extensive strategic, operational and financing expertise which is expected to enable the Company to deliver its planned invoice discounting capability and to build out an analytics solution - TungstenAnalytics - that together is expected to monetise the e-invoice platform. With effect from Admission, Luke McKeever (Chief Executive Officer of OB10), Philip Ashdown and Jeffrey Belkin have joined the board as Executive Directors of the Company.

The Directors believe there are excellent prospects for Tungsten's invoice discounting model. OB10's network hosts 122 large corporate and governmental buyers, servicing 140,000 suppliers and therefore the Directors believe there to be a significant opportunity to incorporate an innovatively structured and delivered invoice financing solution by leveraging OB10's high value and high quality invoice flow. The advantage of the OB10 platform is that it provides immediate access to a large pool of potential customers who might use invoice discounting. These customers represent a captive market for the Group. The supply chain finance model will occur remotely through the Group's cloud-based technology and invoice financing in the Group's buyer-centric Express Payments offering has already been trialled with an OB10 customer (alongside another lender), validating the web-enabled technology.

As part of the Company's strategy to provide invoice discounting to OB10's customer base, it has signed a share purchase agreement to acquire the Bank. The acquisition of the Bank Acquisition is subject, inter alia, to a PRA led change of control process. The Directors anticipate this regulatory approval process will be completed and that the Company will have commenced its invoice finance operation by April 2014. Prior to the Bank's commencement of operations, the Company is currently in discussions with potential finance providers to fund the Group's initial invoice discount offering (via the Bank or otherwise) and the Directors are confident appropriate financing will be in place to commence invoice discounting early in 2014.

The Company has also signed a five year rolling strategic licence agreement with @UK. @UK is Europe's leading transactional cloud platform with over one million users. Under the agreement, @UK's analytic software technology will enable the Company to deliver a spend analytics proposition, branded as TungstenAnalytics and marketed by the Tungsten sales team, across the global e-invoicing network. TungstenAnalytics will be installed and delivered through the existing cloud-based technology infrastructure and will be offered to the buyers to help them identify and realise cost savings.

IMPORTANT NOTICE

Defined terms used in this announcement have the same meaning as set out in the Admission Document published on 11 October 2013.

This announcement does not constitute an admission document relating to the Company and does not constitute, or form part of, any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any shares in the Company in any jurisdiction nor shall it, or any part of it, or the fact of its distribution, form the basis of, or be relied on in connection with or act as any inducement to enter into, any contract therefore.

Recipients of this announcement who are considering acquiring shares following publication of the admission document are reminded that any such acquisition must be made only on the basis of the information contained in the admission document which may be different from the information contained in this announcement.

Canaccord Genuity Limited, which is authorised and regulated in the United Kingdom by the FCA, is acting as sole bookrunner, financial adviser and joint broker to the Company in connection with the Placing and will not be acting for any other person or otherwise be responsible to any person for providing the protections afforded to customers of Canaccord or for advising any other person in respect of the Placing. Canaccord has not authorised the contents of any part of this announcement and neither accepts liability for the accuracy of any information or opinions contained in this document nor for the omission of any material information from this announcement for which the Company, the Directors and proposed Directors are responsible. No representation or warranty, express or implied, is made by Canaccord as to any of the contents of this announcement (without limiting the statutory rights of any person to whom this announcement is issued).

Charles Stanley Securities, which is authorised and regulated in the United Kingdom by the FCA, is acting as nominated adviser and joint broker to the Company in connection with the Admission and Placing and will not be acting for any other person or otherwise be responsible to any person for providing the protections afforded to customers of Charles Stanley or for advising any other person in respect of the Admission and/or the Placing. Charles Stanley's responsibilities as the Company's nominated adviser under the AIM Rules are owed solely to the London Stock Exchange and are not owed to the Company or to any Director, proposed Director or to any other person in respect of such person's decision to acquire shares in the Company in reliance on any part of this announcement. Charles Stanley has not authorised the contents of any part of this document and neither accepts liability for the accuracy of any information or opinions contained in this document nor for the omission of any material information from this announcement for which the Company, the Directors and proposed Directors are responsible. No representation or warranty, express or implied, is made by Charles Stanley as to any of the contents of this announcement (without limiting the statutory rights of any person to whom this announcement is issued)

The shares have not been, nor will they be, registered under the US Securities Act of 1933, as amended (the "Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States or under the applicable securities laws of Australia, Canada, Japan, or South Africa. Subject to certain exceptions, the shares may not be offered or sold in the United States, Australia, Canada, Japan or South Africa or to or for the account or benefit of any national, resident or citizen of Australia, Canada, Japan or South Africa or any person located in the United States. The offer of the shares and the distribution of this announcement in other jurisdictions may be restricted by law and the persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions.

This announcement may include "forward-looking statements". All statements other than statements of historical facts included in this announcement, including, without limitation, those regarding the Company's financial position, business strategy, plans and objectives of management for future operations (including development plans and objectives relating to the Company's evaluation of the potential acquisition) are forward-looking statements.

Forward-looking statements are subject to risks and uncertainties and accordingly the Company's actual future financial results and operational performance may differ materially from the results and performance expressed in, or implied by, the statements. These factors include but are not limited to those described in the formal admission document.