REG - Bens Creek Group PLC - Related party transaction

Bens CreekAnnouncement

27/02/2024 14:45

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RNS Number : 6654E  Bens Creek Group PLC  27 February 2024

Prior to publication, certain information contained within this announcement
was deemed by the Company to constitute inside information for the purposes of
Regulation 11 of the Market Abuse (Amendment) (EU Exit) Regulations 2019/310.
With the publication of this announcement, this information is now considered
to be in the public domain.

 

27 February 2024

 

Bens Creek Group plc

("Bens Creek" or the "Company")

 

Related party transaction

 

Bens Creek Group plc (AIM:BEN), the owner of a metallurgical coal mine in
North America supplying the steel industry, announces that Avani Resources Pte
Ltd ("Avani"), the Company's largest shareholder, has advanced a further $3
million to support the Company's operating requirements, pursuant to the
proposed working capital facility from Avani to the Company which was
announced on 9 February 2024 (the "Avani Facility"). This further advance will
enable Bens Creek to address its working capital requirements which have
resulted from the challenging trading environment that the Company is
currently experiencing, as set out in the announcement of 9 February 2024.

 

On 9 February 2024 the Company announced that it was in advanced discussions
with Avani on the terms of the Avani Facility.  It is currently anticipated
the Avani Facility will be for $5.0 million and to date Avani has advanced a
total of $4.25 million to the Company.

 

As announced on 9 February 2024 the broad terms of the Avani Facility have
been agreed between Avani and the Company however the agreement is still in
the process of being negotiated and at this stage has not been executed nor
have the terms of the Avani Facility been finalised. The entering into of the
Avani Facility agreement will, as announced by the Company on 9 February 2024,
constitute a related party transaction pursuant to Rule 13 of the AIM Rules
for Companies. Should the Company and Avani not agree to the terms of the
Avani Facility and not enter into the working capital facility agreement then
the parties would be required to agree on a repayment date for the advances
made to date by Avani.

 

In addition, on 9 February 2024 the Company announced that it is in
discussions with Avani to: i) amend the terms of the existing $6.5 million
loan facility (the "Loan Facility") put in place in July 2023 by Avani; and
ii) enter into a proposed new offtake agreement with Avani. Discussions remain
ongoing between Avani and the Company on both these matters. It is anticipated
that a condition precedent of the Avani Facility will be the Company and Avani
entering into the proposed new offtake agreement for the delivery of a minimum
of 400,000 short tons of coal.

 

Related party transaction

 

The advance of the further $3 million by Avani to the Company is deemed to be
a transaction with a related party pursuant to rule 13 of the AIM Rules for
Companies by virtue of Avani being a 29.86% shareholder of the Company. The
directors of the Company (except for Rajesh Johar who represents Avani on the
Company's board) consider, having consulted with the Company's nominated
adviser, Allenby Capital Limited, that the terms of the $3 million advance
from Avani are fair and reasonable insofar as the Company's shareholders are
concerned.

 

Further announcements will be made by Bens Creek in due course.

 

For further information please contact:

 

 Bens Creek Group plc                                            +44 (0) 204 558 2300

 Adam Wilson, CEO

 Peter Shea, Chief of Staff

 Allenby Capital Limited (Nominated Adviser and Joint Broker)    +44 (0) 203 328 5656

 Nick Athanas / Nick Naylor / George Payne (Corporate Finance)

 Kelly Gardiner / Guy McDougall (Sales and Corporate Broking)

 WH Ireland Limited (Joint Broker)                               +44 (0) 207 220 1666

 Harry Ansell / Katy Mitchell

 

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