REG - Ferro-Alloy Rsrcs - Result of Placing and Subscriptions

Ferro-Alloy ResourcesAnnouncement

15/09/2022 12:30

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RNS Number : 6333Z  Ferro-Alloy Resources Limited  15 September 2022

NOT FOR DISTRIBUTION OR FOR PUBLICATION, RELEASE OR DISSEMINATION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN THE UNITED STATES, CANADA, AUSTRALIA,
JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT
WOULD BE UNLAWFUL TO DO SO.  ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY
CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF SUCH JURISDICTIONS.

 

FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT
CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY,
SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY NEW ORDINARY SHARES OF FERRO-ALLOY
RESOURCES LIMITED IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION
WOULD BE UNLAWFUL.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET
ABUSE REGULATION (EU) NO. 596/2014 (INCLUDING AS IT FORMS PART OF THE LAWS OF
ENGLAND AND WALES BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018
("MAR").

 

 

 

15 September 2022

Ferro-Alloy Resources Limited

 

("Company" or the "Group")

 

Result of Placing and Subscriptions

 

Ferro-Alloy Resources Limited (LSE:FAR), the vanadium mining and processing
company with operations based in Southern Kazakhstan, is pleased to announce
that, following the announcement earlier today (the "Launch Announcement")
regarding the launch of a proposed placing (the "Placing") and direct
subscriptions (the "Subscriptions"), the Company has raised gross proceeds of
£8.2 million (approximately US$9.5 million) through the issue of an aggregate
of 68,424,084 new ordinary shares of no par value ("Ordinary Shares") in the
capital of the Company at a price of 12.0 pence per Ordinary Share (the "Issue
Price"). The Placing and Subscriptions were supported by both existing
shareholders and new investors.

Earlier today the Company also announced the launch of a PrimaryBid Offer for
up to £0.4 million (approximately $0.5 million) which is expected to close at
2.00 p.m. today. The Company will announce the results of the PrimaryBid Offer
thereafter. In total the Placing, Subscriptions and PrimaryBid Offer (the
"Fundraising") will raise gross proceeds before expenses of £8.6 million
(approximately US$10.0 million) for the Company.

 

The Placing was conducted through an accelerated bookbuild process (the
"Bookbuild") undertaken by Liberum Capital Limited ("Liberum") and Shore
Capital Stockbrokers Limited ("Shore") acting as Joint Bookrunners (together
the "Joint Bookrunners").

Together the Placing and Subscriptions comprised of a Placing of 64,007,418
new Ordinary Shares ("Placing Shares") to raise approximately £7.7 million
(approximately US$8.9 million) and Subscriptions of 4,416,666 new Ordinary
Shares ("Subscription Shares") to raise approximately £0.5 million
(approximately US$0.6 million).

The Issue Price represents a discount of approximately 17.9 per cent. to the
closing price of 14.6 pence per Ordinary Share on 14 September 2022, being
the last business day prior to the Launch Announcement.

 

Admission and Total Voting Rights

Application will be made to the FCA for the Placing Shares and Subscription
Shares to be admitted to the standard listing segment of the Official List and
to the London Stock Exchange for the Placing Shares and the Subscription
Shares to be admitted to trading on its Main Market for listed securities
("Admission"). It is anticipated that Admission will become effective, and
that dealings in the Placing Shares and the Subscription Shares will commence
at or around 8.00 a.m. on 23 September 2022. The Placing Shares and the
Subscription Shares will rank pari passu with the existing Ordinary Shares
in issue. The Placing Shares and Subscription Shares will represent
approximately 15.2 per cent. of the Company's enlarged issued share capital in
aggregate on Admission (assuming no other issuance of Ordinary Shares prior to
Admission).

The Company will provide a further update with respect to the Total Voting
Rights in issue following Admission after the completion of the Primary Bid
Offer, the result of which is expected to be announced later today.

Related Party Transaction

Vision Blue Resources Limited ("VBR"), the Group's strategic investor and
substantial shareholder, as defined by the Listing Rules, has participated in
the Placing by subscribing for 39,243,021 Ordinary Shares at the Issue Price.
VBR is also a person closely associated with the Company's Chairman, Sir Mick
Davis.  VBR has also committed to subscribe for additional new Ordinary
Shares in the Placing if the PrimaryBid Offer is not fully subscribed such
that the total amount raised by the PrimaryBid Offer together with VBR's
additional allocation in the Placing will total £0.4 million (approximately
US$0.5 million).

Participation by VBR in the Placing constitutes a Related Party Transaction
pursuant to the Disclosure, Guidance and Transparency Rules. The Independent
Directors have considered the terms of the transaction and concluded they are
fair and reasonable insofar as shareholders are concerned.

Confirmation of VBR's resultant interest in the Ordinary Shares in the Company
will be announced following the results of the PrimaryBid Offer later today.

The Company and VBR have now entered into the Deed of Variation which has
varied the Investment Agreement as described in the Launch Announcement and
the Company has executed the 2022 Convertible Loan Note Instrument and issued
to VBR notes in the amount of US$4.2 million, to in effect extend the
conversion date, details and the terms of which are set out in the Launch
Announcement.

Director Participation in the Subscriptions

In addition to the participation by VBR, certain Directors of the Company and
others have now subscribed for a total of 4,416,666 Subscription Shares in
aggregate. The beneficial holdings of the Directors before and after the
Fundraising are set out below:

  Director         Existing beneficial shareholding  Fundraising Shares   Beneficial shareholding following the Fundraising       Shareholding as a percentage of the Enlarged Issued Share Capital
 Nicholas Bridgen  49,738,800                        3,333,333           53,072,133                                               11.8%
 Chris Thomas      5,758,512                         708,333             6,466,845                                                1.44%

 

 

 

Capitalised terms not defined in this Announcement have the meaning given to
them in the Launch Announcement.

For more information please contact:

Enquiries:

 Ferro-Alloy Resources Limited
 Nick Bridgen (CEO)                  info@ferro-alloy.com
 William Callewaert (CFO)

 Joint Broker and Joint Bookrunner
 Shore Capital Stockbrokers Limited
 Toby Gibbs / John More              +44 (0) 20 7408 4090

 Joint Broker and Joint Bookrunner
 Liberum Capital Limited
 Scott Mathieson / William King      +44 (0) 20 3100 2000

 

 

 

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