REG-Bisichi Plc: Acquisition of Goedehoop North Mining Area assets & Intention to delist from London Stock Exchange

BisichiAnnouncement

01/12/2025 14:45

1 December 2025

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE UK
VERSION OF THE MARKET ABUSE REGULATION NO 596/2014 WHICH IS PART OF ENGLISH
LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED. ON
PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS
INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.

Bisichi PLC

("Bisichi" or the "Company")

Acquisition of Goedehoop North Mining Area assets

Intention to delist from London Stock Exchange

Bisichi PLC (LSE: BISI.L), announces:
*                                                   the conditional
acquisition of assets of Thungela Operations Pty Ltd utilised exclusively in
relation to the Goedehoop North Mining Area (the “Acquisition”); and      
                                       
*                                                   its intention to cancel
the listing of the Company's ordinary shares ("Shares") on the Equity Shares
(Transition) category of the Official List of the Financial Conduct Authority
("FCA") and to cancel the trading of its Shares on the Main Market of the
London Stock Exchange with effect from 1 January 2026 (the "Delisting").
Acquisition

Bisichi is pleased to announce that GHN Resources (Pty) Limited (a private
company with limited liability incorporated in South Africa), in which Bisichi
holds a controlling  shareholding (“GHN”), has agreed to acquire those
assets of Thungela Operations Pty Ltd (“the Seller”), a subsidiary of
Thungela Resources Limited (“Thungela”), utilised exclusively in relation
to the Goedehoop North Mining Area (“the  Mining Area”). The total
consideration for the Acquisition is up to ZAR 700,467,042 (c.£30.9m) (plus
VAT). Bisichi is acting as guarantor and co-principal debtor for GHN’s
consideration payments, which are due on or after completion. The
consideration payments for the transaction are expected be funded internally.
The infrastructure acquired will provide an opportunity to commercially
enhance the Group’s existing South African operations. The key assets and
liabilities of the Acquisition are as follows:
*                                                   Rapid Load-out Coal
Terminal (“RLT”)                                               *          
                                                The Mining Area is
strategically setup to serve both the domestic and export markets with coal
currently transported via a RLT to Richards Bay Coal Terminal. The Company
will utilise the RLT and related stockpile areas as a commercial logistics hub
for both export and domestic coal transported by rail.                        
                             
          
*                                                   Coal Beneficiation Plant
(“CBP”)                                               *                   
                                       The Mining Area has significant surface
infrastructure including an 850 tonne per hour CBP. The Company will seek to
commercialise the CBP to beneficiate its own and third party coal.            
                                         
          
*                                                   Surface Rights            
                                  *                                           
               The Mining area is located approximately 40 km southeast of
eMalahleni in the Mpumalanga Province and is strategically positioned near the
N4, N12 and N11 national highways and numerous Eskom Power Stations including
Duvha, Hendrina and Komati Power Stations. Surface rights for a portion of the
Mining Area will be acquired as part of the Acquisition, upon which, the key
infrastructure assets such as the RLT and CBP are situated.                 
                                       
          
*                                                   Mine Residue Dump
(“MRD”)                                               *                   
                                       The MRD, also situated on the acquired
Surface Rights, consists of coarse and fine fraction material, derived from
previously mined and beneficiated coal. The coarse material, together with
some of the as arising discard from the CBP is currently being reclaimed and
sold to a third party. It is the intention of the Company to continue to
commercially dispose of the MRD over time. As per the published integrated
report of Thungela Resources limited, as at 31 December 2024, the MRD had a
measured resource of 12.9 million metric tonnes.                            
                            
          
*                                                   Mining Rights             
                                 *                                            
              The Mining Area consists of two executed mining rights which are
currently fully licensed for underground coal mining. Upon completion of the
acquisition, a comprehensive feasibility study will be required to be
undertaken to value the potential commercial viability of extracting any of
the remaining resource.                                                       
          
*                                                   Rehabilitation liabilities
                                              *                               
                           As part of the acquisition of the Mining Rights,
GHN will assume all rehabilitation liabilities of the Mining Area, including
the replacement of rehabilitation financial guarantees to the DPMR currently
provided by the Seller for ZAR 40,568,025 plus any potential shortfalls. As
part of the transaction an Environmental Trust, set up for the specific
rehabilitation and environmental obligations of the Mining Area, will be
transferred to GHN.
Due to the nature of the assets being acquired the acquisition has been
structured materially on a deferred consideration basis dependent on the use
of the assets. The key terms of the Acquisition are as follows:
*                                                   a non-refundable cash
deposit is to be paid by GHN of ZAR 15,000,000 plus VAT within 15 business
days of the date of the Sale of Assets Agreement (“SAA”);                 
                            
*                                                   further consideration
payments of ZAR 15,000,000 plus VAT and ZAR 20,000,000 plus VAT are due upon
completion of the transfer of the immovable property and obtaining the consent
to the transfer of the GHN mining rights under the Mineral and Petroleum
Resources Development Act No 28 2002, respectively; and                       
                      
*                                                   the balance of the
consideration (“Deferred Amount”), being up to ZAR 650,467,043 (excluding
VAT), is payable in cash in quarterly instalments depending on the quantum of
coal railed through the RLT, third party coal processed through the CBP and
coal mined. If less than ZAR 60,000,000 (subject to escalation by CPI) has
been paid to the seller within three years of completion of the Acquisition,
the buyer is required to pay the shortfall on that date.
Completion of the Acquisition is subject to the satisfaction of a number of
conditions, including consents from the Department of Mineral and Petroleum
Resources (“DMPR”) and, if required, the relevant South African
competition authorities.

If the conditions are not satisfied, waived or extended by the first
anniversary of execution of the SAA, the SAA will terminate. The payment of
the consideration, other than the cash deposit, is conditional on completion
and, in the case of the Deferred Amount, is subject to the commencement of
rail operations, the processing of third party material, and mining
activities.

The SAA contains the customary warranties in favour of GHN and is governed by
South African law.

Background to and reasons for the Delisting

Upon completion, the Acquisition will constitute a reverse takeover under the
UK Listing Rules due to the size of the Acquisition relative to the Company.
Since the Company’s listing is on the Equity Shares (Transition) category of
the Official List, upon completing a reverse takeover the Company’s listing
will be cancelled by the FCA and the Company will be required to apply to be
listed in a different listing category, being the Equity Shares (commercial
companies) category (an “Uplisting”).

The Board has carefully considered and evaluated the benefits and drawbacks to
the Company of Uplisting.  The Board has also considered whether admission to
trading on an alternative market such as the AIM Market or Aquis would be
suitable for the Company (an “Alternative Listing”).

The Board has concluded that the drawbacks of an Uplisting or an Alternative
Listing outweigh the benefits such that the Delisting is in the best interests
of the Company and its shareholders as a whole. In addition, the Board has
also concluded that, having considered for some time whether a Delisting
should be effected, that the Delisting would be in the best interests of the
Company and its shareholders as a whole, even if the Acquisition was not being
undertaken. In reaching these conclusions, the Board has considered the
following key factors:
*                                                                  as stated
above, the Acquisition is a reverse takeover under the UK Listing Rules. This
means that on completion of the Acquisition, the Company’s listing will be
cancelled (in the absence of an Uplisting which for the reasons below the
Board does not support).  Since timing of completion of the Acquisition is
uncertain (not least because the Acquisition is conditional on DPMR consent),
the Company will likely be faced with having to complete on relatively short
notice. This means that the Company may beunable to give shareholders a
reasonable period of notice ahead of Delisting.  The Board believes that it
is preferable that the Delisting be orderly, with shareholders having a
reasonable notice period to consider their options ahead of Delisting on 31
December 2025;                                              
*                                                   the management time and
the legal and regulatory burden associated with maintaining the listing which,
in the Directors’ opinion, is disproportionate to the benefits of the
quotation with such resources better deployed or redirected to the growth and
development of the Company’s operations;                                    
          
*                                                   the increased legal and
regulatory burden of compliance with the UK Listing Rules and corporate
governance codes that would apply on an Uplisting, for which the Company,
given its size, the Board consider to be unsuitable;                          
                   
*                                                   the relative lack of
liquidity on Alternative Listing venues;                                      
       
*                                                   the current levels of
liquidity in the Company’s Ordinary Shares do not offer investors the
opportunity to trade in meaningful volumes or with frequency within an active
market. The lack of liquidity also undermines the benefits of the listing. In
this regard, the Directors note that over the past 12 months the average daily
number of transactions in the Shares was only 2.9 per day and the volume of
trading in the Shares as a proportion of the Company’s issued share capital
was only 15.6 per cent;                                              
*                                                   as a consequence of the
limited liquidity, small trades in the Company’s Shares can have a
significant and disproportionate impact on its share price and prevailing
market valuation which, the Directors believe, in turn has a materially
adverse impact on the Company;                                               
*                                                   the Company's relatively
small market capitalisation has meant that a number of institutions are unable
to invest because of constraints as to minimum allocations and maximum
positions;                                               
*                                                   it is unclear whether on
completion of the Acquisition, the Company would satisfy the requirements for
Uplisting;                                               
*                                                   the Company has no plans
to use the capital markets to raise further capital for the foreseeable
future; and                                              
*                                                   Delisting by 31 December
2025would mean that the Company will not need to satisfy the enhanced audit
requirements and associated costs that apply to listed companies for the 2026
financial year and thereafter.
The Directors remain committed to delivering value for all of Bisichi
shareholders, with whom the Board are substantially aligned, given their
respective shareholdings. The Directors believe that Delisting is the most
appropriate action to take at this time.

Delisting process

As a company listed on the Equity Shares (Transition) category, the Company is
not required to obtain the approval of its shareholders for the Delisting but
is required under UK Listing Rule 21.2.17 to give at least 20 business days'
notice of the intended cancellation.

Accordingly, the Company will request that: (i) the FCA cancel the listing of
the Shares on the Official List of the FCA; and (ii) the London Stock Exchange
cancels the admission to trading of the Shares on the Main Market for listed
securities of the London Stock Exchange. It is anticipated that the Delisting
will become effective from 8:00 a.m. (London time) on 2 January 2026.
Therefore, the last day of dealings in the Ordinary Shares on the Main Market
will be 31 December 2025. Investors holding Shares following the Delisting
will continue to be entitled to exercise all the rights attaching to the
Ordinary Shares.

The principal effects of the Delisting will be that:
*                                                   the Ordinary Shares will
no longer be tradeable on the London Stock Exchange.  Bisichi intends,
however, to provide a matched bargain facility through JP Jenkins, further
details of which are below;                                              
*                                                   whilst the Company’s
CREST facility will remain in place immediately post the Delisting, the
Company’s CREST facility may be cancelled in the future. Although the Shares
will                                     remain transferable, they will at
that point cease to be transferable through CREST. In this instance,
Shareholders who hold Shares in CREST will receive share certificates. Should
the CREST facility be cancelled, the Company will notify shareholders in
advance and provide guidance on the process for receiving share certificates;
*                                                   the regulatory and
financial reporting regime applicable to companies whose shares are admitted
to trading on the London Stock Exchange will no longer apply;                 
                            
*                                                   shareholders will no
longer be afforded the protections given by the Listing Rules, such as the
requirement to be notified of certain material developments or events
(including substantial transactions, financing transactions, related party
transactions and certain acquisitions and disposals);                         
                    
*                                                   shareholders will no
longer be required to publicly disclose any change in major shareholdings in
the Company under the Disclosure Guidance and Transparency Rules;             
                                 
*                                                   the Company will no longer
be subject to the provisions of the Market Abuse Regulation (as in force in
the United Kingdom) regulating inside information and other matters, which
will make it easier for the Company to keep shareholders up to date on
developments;                                              
*                                                   with effect from the
second anniversary of Delisting, the Takeover Code will cease to apply to the
Company and at that point shareholders will not benefit from the protections
afforded to them by the Takeover Code.  Further details are set out below;
and                                              
*                                                   the Delisting may have
personal taxation consequences for shareholders. Shareholders                 
                   who are in any doubt about their individual tax position
should consult their own professional independent tax adviser without delay.
For those shareholders that hold Shares through an ISA, see further details
below.
Shareholders are encouraged to review their holding arrangements and consult
their stockbroker or financial adviser if they have any questions regarding
the impact of the Delisting.

For the time being, the Company will remain a public limited company (and so,
for example, will be required to hold an AGM in each year).

Matched bargain facility

T              he Company intends that the Ordinary Shares will be admitted
onto the J P Jenkins Ltd liquidity venue for private securities, under the
ticker: BISI. JP Jenkins is a platform for unquoted companies that enables
shareholders and prospective investors to buy and sell shares through a UK
stockbroker.

The indicative price and transaction history of the company will be available
on the J P Jenkins website at: www.jpjenkins.com.

To buy and sell Shares via JP Jenkins, participants will need to use a
regulated UK stockbroker. Over 40 UK brokers regularly trade and are set up to
electronically deal on JP Jenkins.

When buying or selling Shares, there is a 1.5% trading fee (with a minimum
charge of £25) (additional fees may also apply).  When purchasing Shares,
Stamp Duty Reserve Tax (“SDRT”) may be applicable.

For more information, please call +44 (0) 20 7469 0937. If you are based
overseas and are interested in participating then you can also contact JP
Jenkins directly by emailing info@jpjenkins.com.

Takeover Code

The Takeover Code ("Code") applies to any company which has its registered
office in the U.K., the Channel Islands or the Isle of Man if any of its
equity share capital or other transferable securities carrying voting rights
are admitted to trading on a UK regulated market, a UK Multilateral Trading
Facility ("MTF"), or a stock exchange in the Channel Islands or the Isle of
Man. The Code therefore applies to the Company as its securities are admitted
to trading on the London Stock Exchange, which is a UK regulated market. The
Code also applies to any company which has its registered office in the U.K.,
the Channel Islands or the Isle of Man if any of its securities were admitted
to trading on a UK regulated market, a UK MTF, or a stock exchange in the
Channel Islands or the Isle of Man at any time during the preceding two years.

Accordingly, if the Delisting becomes effective, the Code will continue to
apply to the Company for a period of two years after the Delisting, following
which the Code will cease to apply to the Company.

While the Code continues to apply to the Company, a mandatory cash offer will
be required to be made if either: (a) any person acquires an interest in
shares which (taken together with the shares in which the person or any person
acting in concert with that person is interested) carry 30% or more of the
voting rights of the Company; or (b) any person, together with persons acting
in concert with that person, is interested in shares which in the aggregate
carry not less than 30% of the voting rights of a Company but does not hold
shares carrying more than 50% of such voting rights and such person, or any
person acting in concert with that person, acquires an interest in any other
shares which increases the percentage of shares carrying voting rights in
which that person is interested.

Brief details of the Code, and of the protections afforded by the Code, are
set out in the appendix to this announcement.

Shares held through an ISA account

The Ordinary Shares will cease to be eligible to be held within an ISA upon
the Delisting taking effect. An ISA manager will therefore have to either sell
Shares held in a shareholder’s ISA or transfer them to the shareholder to be
held outside an ISA, within 30 calendar days of the Delisting.  When the
title of an investment in an ISA is transferred from an ISA manager to an
investor, the investor is deemed to have sold the investment for a market
value sum and immediately reacquired it for the same amount. Any notional gain
on the deemed sale is exempt from charge. Any future capital gains or losses
are calculated by reference to the value of the shares when they left the ISA.
This is the combined effect of regulation 22 and 34 of the Individual Savings
Account Regulations 1998. It is not, however, clear how this general tax
treatment applies when shares are transferred out of an ISA after a delisting.

This summary is for general information purposes only. It is not intended to
constitute tax or other advice and should not be relied on or treated as a
substitute for specific advice relevant to a shareholder’s specific
circumstances. Shareholders should consult their own professional advisers as
soon as possible.

Enquiries:

Andrew Heller & Garrett Casey

12 Little Portland Street

London

W1W 8BJ

admin@bisichi.co.uk

020 7415 5030


Appendix

THE TAKEOVER CODE

1.         The Code

1.1       The Code is issued and administered by the Panel.  The Code
currently applies to the Company and, accordingly, shareholders are entitled
to the protections afforded by the Code.

1.2       The Code and the Panel operate principally to ensure that
shareholders in an offeree company are treated fairly and are not denied an
opportunity to decide on the merits of a takeover and that shareholders in the
offeree company of the same class are afforded equivalent treatment by an
offeror.  The Code also provides an orderly framework within which takeovers
are conducted.  In addition, it is designed to promote, in conjunction with
other regulatory regimes, the integrity of the financial markets.

1.3       The Code is based upon a number of General Principles, which
are essentially statements of standards of commercial behaviour.  The General
Principles apply to takeovers and other matters to which the Code applies.
 They are applied by the Panel in accordance with their spirit in order to
achieve their underlying purpose.

1.4       In addition to the General Principles, the Code contains a
series of rules.  Like the General Principles, the rules are to be
interpreted to achieve their underlying purpose.  Therefore, their spirit
must be observed as well as their letter.  The Panel may derogate or grant a
waiver to a person from the application of a rule in certain circumstances.

1.5       The following is a summary of key provisions of the Code which
apply to transactions to which the Code applies.

2.         Equality of treatment

2.1       General Principle 1 of the Code states that all holders of the
securities of an offeree company of the same class must be afforded equivalent
treatment.  Furthermore, Rule 16.1 requires that, except with the consent of
the Panel, special arrangements may not be made with certain shareholders in
the offeree company if there are favourable conditions attached which are not
being extended to all shareholders.

3.         Information to shareholders

3.1       General Principle 2 requires that the holders of the
securities of an offeree company must have sufficient time and information to
enable them to reach a properly informed decision on the takeover bid.
 Consequently, a document setting out full details of an offer must be sent
to the offeree company’s shareholders.

4.         The opinion of the offeree board and independent advice

4.1       The board of the offeree company is required by Rule 3.1 to
obtain competent independent advice as to whether the financial terms of any
offer are fair and reasonable and the substance of such advice must be made
known to its shareholders.  Rule 25.2 requires the board of the offeree
company to send to shareholders and persons with information rights its
opinion on the offer and its reasons for forming that opinion.  That opinion
must include the board’s views on: (i) the effects of implementation of the
offer on all the company’s interests, including, specifically, employment;
and (ii) the offeror’s strategic plans for the offeree company and their
likely repercussions on employment and the locations of the offeree
company’s places of business.

4.2       The document sent to shareholders must also deal with other
matters such as interests and recent dealings in the securities of the offeror
and the offeree company by relevant parties and whether the directors of the
offeree company intend to accept or reject the offer in respect of their own
beneficial shareholdings.

4.3       Rule 20.1 states that, except in certain circumstances,
information and opinions relating to an offer or a party to an offer must be
made equally available to all offeree company shareholders and persons with
information rights as nearly as possible at the same time and in the same
manner.

5.         Optionholders and holders of convertible securities or
subscription rights

5.1       Rule 15 provides that when an offer is made and the offeree
company has convertible securities, options or subscription rights
outstanding, the offeror must make an appropriate offer or proposal to the
holders of those securities to ensure their interests are safeguarded.

***Ends***




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