REG - Bushveld Minerals Ld - Result of Bookbuild

Bushveld MineralsAnnouncement

05/12/2023 13:00

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RNS Number : 7541V  Bushveld Minerals Limited  05 December 2023

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS NOT FOR
PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN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 (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       10:00 a.m. on25 December
 shareholders
 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  within 10 working days of Admission
 certificated form

 

 

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 (http://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:  Ordinary Shares of £0.01 each

     Identification code:

                                                                   ISIN: GG00B4TM3943
 b)  Nature of the transaction:                                    Subscription for Subscription Shares
 c)  Price(s) and volume(s):

Price(s)          Volume(s)
                                                                   1.    3 pence     833,333
                                                                   2.    3 pence     200,000
                                                                   3.    3 pence     1,725,000
 d)  Aggregated information:                                       Single transactions as in 4 c) above

     Aggregated volume:

     Price:
 e)  Date of the transaction:                                      05 December 2023
 f)  Place of the transaction:                                     Off Market

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

 

 

 

 

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