TIDMTUN
RNS Number : 0713A
Tungsten West PLC
19 May 2023
The following amendments have been made to the Convertible Loan
Notes Documentation announcement released by Tungsten West Plc on
19 May 2023 at 7am under RNS No 9607Z
In the Expected Timetable of Principal Events table:
The Record Date for entitlements under the Open Offer has been
amended to 17 May 2023 and Latest time and date for receipt of
completed Application Forms and payment in full under the Open
Offer and settlement of relevant CREST instructions (as
appropriate) has been amended to 7 June 2023
All other details remain unchanged.
The full amended text is shown below.
19 May 2023
Tungsten West Plc
("Tungsten West", the "Company" or the "Group")
Convertible Loan Notes Documentation
Launch of Open Offer
Posting of Circular and Notice of General Meeting
Tungsten West (AIM:TUN), the mining company focussed on
restarting production at the Hemerdon tungsten and tin mine
("Hemerdon" or the "Project") in Devon in the UK, is pleased to
announce that further to the announcement released on 6 April 2023,
it has executed definitive documentation in respect of the
convertible loan notes.
Overview of the Convertible Loan Notes
-- The Company has raised a total of up to GBP6.95 million
(before expenses) by way of convertible loan notes ("CLNs"), in two
tranches as follows:
(a) an initial tranche of GBP3.975 million to be issued at
completion and following the satisfaction of the conditions
precedent in the Note Purchase Agreement ("Tranche A Notes"). Such
amount comprises a maximum commitment of up to GBP2 million from
funds managed by Lansdowne and up to GBP1.975 million from other
note purchasers; and
(b) an additional tranche ("Tranche B Notes") of GBP2.975
million (comprising a maximum commitment of GBP1 million from funds
managed by Lansdowne and up to GBP1.975 million from the other note
purchasers) following the satisfaction of certain conditions
precedent with the consent of the majority holders of the CLNs
(such consent not to be unreasonably withheld or delayed);
-- In addition, the Company may offer up to a further tranche of
GBP2 million aggregate principal CLNs ("Tranche C Notes") to a
third party procured by Lansdowne, failing which the CLNs may be
offered to the existing Note Purchasers pro rata to their holdings
of CLNs at the time of calculation, in each case with the consent
of the Purchasers of the CLNs (effectively comprising those Note
Purchasers who hold 75 per cent. of the outstanding aggregate
principal amount under the CLNs at the time of the calculation and
with such consent not be unreasonably withheld or delayed). Should
the Tranche C Notes not be taken up by such parties then the
Company may, in the alternative, offer the Tranche C Notes to any
other third party it may procure by itself or through the Joint
Brokers .
-- The CLNs will accrue interest with an effective rate of 20
per cent. per annum compounding every six months with such interest
rounded to the end of the relevant six-month period. All accrued
interest will be payable on Conversion or the Final Termination
Date.
-- The maturity date of the CLNs is 364 days from the date of
the issue of the Tranche A Notes.
-- The Noteholders may convert their CLNs into new Ordinary Shares:
o upon an Equity Raise, at the lesser of 3 pence per share or,
where applicable, a 50 per cent. discount to the offer price of an
Equity Raise; or
o at 3 pence per share upon the occurrence of (i) a Change of
Control, or (ii) the sale of all or substantially all of the assets
of the Group in one or a series of transactions
-- On the Final Termination Date, the CLNs (including any PIK to
be paid on such notes) will convert into new Ordinary Shares at the
lesser of 3 pence per share or, where applicable, a 50 per cent.
discount to the offer price of an Equity Raise
-- The conversion of CLNs held by any Note Purchaser into new
Ordinary Shares shall be subject at all times to a cap of 29.9 per
cent. (including existing shareholders) of the Company's issued
share capital.
-- Upon the occurrence of (i) a Change of Control, or (ii) the
sale of all or substantially all of the assets of the Group, each
Note Purchaser shall be entitled to require the repayment,
redemption or repurchase of all or part of the outstanding CLNs
held by them. Upon redemption, the Company is obliged to pay a sum
equal to two times the principal amount of the relevant tranche of
the CLNs (excluding PIK). The Company does not have a right to
early redemption.
-- The Tranche A Notes are secured with a First Ranking
Debenture over certain assets of the Group.
The above represents an overview of the Convertible Loan Notes.
Further information relating to the CLNs can be found in Part II of
the Circular to be published on the Company's Website later
today.
Related Party Transaction
Baker Steel is a substantial shareholder of the Company (as
defined in the AIM Rules) and it has conditionally agreed to
purchase an aggregate amount of GBP1.2 million of the CLNs pursuant
to the terms of the Note Purchase Agreement on the same terms as
the other Note Purchasers. Baker Steel's participation comprises
the principal amount of GBP600K for the Tranche A Notes and the
principal amount of GBP600K for the Tranche B Notes. Accordingly,
their participation in the Conditional Placing is a related party
transaction pursuant to rule 13 of the AIM Rules.
The Directors consider, having consulted with the Company's
nominated adviser, Strand Hanson, that the terms of subscription
for Convertible Loan Notes by Baker Steel are fair and reasonable
in so far as the Shareholders are concerned.
Launch of Open Offer
Further to the announcement on 6 April 2023, the Company is
offering all qualifying shareholders the opportunity to participate
in the Open Offer from today. The Open Offer will raise up to GBP2
million (assuming full take up of the Open Offer) at an issue price
of 3 pence per new Ordinary Share. Pursuant to the Open Offer, up
to 66,666,666 new Ordinary Shares will be offered to existing
shareholders at the Issue Price on the basis of:
1 Open Offer Share for every 2.7 Ordinary Shares held
The Open Offer will not be underwritten, and any demand not
taken up by qualifying shareholders may be offered in whole or in
part to other interested investors. Any interested party should
contact VSA Capital or Hannam & Partners at the contact details
set out below.
Posting of Circular and Notice General Meeting
The Company is pleased to confirm that a Circular setting out
principal details of the Convertible Loan Notes and Open Offer,
will today be posted.
The Circular contains Notice of the General Meeting which is to
be held at 10.00 a.m. on 8 June 2023. The purpose of the General
Meeting is to grant the Directors sufficient authorities to allot
and issue Ordinary Shares in connection with the Fundraising.
Copies of the Circular and Notice of General Meeting are
available from the Company's website:
https://www.tungstenwest.com/.
The Board considers that the resolutions set out in the Notice
of General Meeting are in the best interests of the Company and of
its shareholders as a whole and unanimously recommends shareholders
to vote in favour of it.
David Cather, Chairman of Tungsten West, commented:
"The GBP6,950,000 fundraise and beginning of the Open Offer
period marks a promising step for the Company in its progress
towards restarting the Hemerdon mine. The intended use of the funds
is to meet near term contractual liabilities and annual
expenditure, as well as financing planning and permitting
activities.
"We continue to work with stakeholders, governmental departments
and organisations, and the local community to ensure funding,
permitting and licensing is in place to develop Hemerdon in
sustainable and cost-effective manner. We look forward to updating
the market on the General Meeting, the closing of funding, and
further updates from Hemerdon in due course."
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Announcement of the Conditional Placing 6 April 2023
Announcement of the launch of Open Offer 19 May 2023
Record Date for entitlements under the Open Offer 6.00 p.m. on 17 May 2023
Posting of this Document, Proxy Form and, to Qualifying 19 May 2023
Non-Crest Shareholders, the Application
Form
Ex-entitlement date of the Open Offer 8.00 a.m. on 19 May 2023
Open Offer Entitlements and Excess CREST Open Offer as soon as practicable after 8.00 a.m. on 22 May 2023
Entitlements credited to stock accounts
in CREST of Qualifying CREST Shareholders
Latest recommended time and date for requesting withdrawal of 4.30 p.m. on 1 June 2023
CREST Open Offer Entitlements
and Excess CREST Open Offer Entitlements
Latest time and date for depositing CREST Open Offer 3.00 p.m. on 2 June 2023
Entitlements and Excess CREST Open Offer
Entitlements
Latest time and date for splitting of Application Forms under 3.00 p.m. on 5 June 2023
the Open Offer ( to satisfy
bona fide market claims only)
Latest time and date for receipt of Forms of Proxy and CREST 10.00 a.m. on 6 June 2023
voting instructions
Latest time and date for receipt of completed Application 10.00 a.m. on 7 June 2023
Forms and payment in full under
the Open Offer and settlement of relevant CREST instructions
(as appropriate)
General Meeting 10.00 a.m. on 8 June 2023
Results of Open Offer and General Meeting announced 8 June 2023
Admission and dealings in the Open Offer Shares expected to 8.00 a.m. on 9 June 2023
commence on AIM
Where applicable, expected date for CREST accounts to be as soon as possible on 9 June 2023
credited in respect of the Open Offer
Shares
Receipt of funds from Tranche A Notes 13 June 2023
Where applicable, expected date for despatch of definitive within 14 days of Admission
share certificates for Open Offer
Shares in certificated form
Notes:
(1) References to times in this Document are to London time,
England (unless otherwise stated). The timing of the events in the
above timetable and in the rest of this Document is indicative only
and may be subject to change.
(2) If any of the above times or dates should change, the
revised times and/or dates will be notified by an announcement
through an RIS.
(3) The timetable above assumes that all the Resolutions in the
Notice of General Meeting are duly passed.
Ends
For further information, please contact:
Enquiries
Tungsten West Strand Hanson
Neil Gawthorpe/ Nigel Widdowson (Nominated Adviser and Financial
Tel: +44 (0) 1752 278500 Adviser)
James Spinney / James Dance /
Abigail Wennington
Tel: +44 (0) 207 409 3494
BlytheRay VSA Capital Limited
(Financial PR) (Financial Adviser and Joint
Tim Blythe / Megan Ray Broker)
Tel: +44(0) 20 7138 3204 Andrew Raca / Andrew Monk
Email: tungstenwest@blytheray.com +44 (0)20 3005 5000
Hannam & Partners
(Joint Broker)
Andrew Chubb / Matt Hasson /
Jay Ashfield
+44 (0)20 7907 8500
Follow us on twitter @TungstenWest
APPIX
Definitions
"acting in concert" a group of persons who, pursuant to an agreement
or understanding (whether formal or informal),
actively co-operate, through the acquisition
and/or ownership of voting shares in the
Company, to obtain or consolidate control
(directly or indirectly) of the Issuer provided
that the persons voting in the same or consistent
manner at any general meeting of the Company
will not be considered to be acting in concert
by virtue only of exercising their votes
in such manner
"AIM" the AIM Market operated by the London Stock
Exchange
"AIM Rules" the AIM Rules for Companies published by
the London Stock Exchange from time to time
"Baker Steel" Baker Steel Resources Trust Limited
" Change of Control" (a) any transaction not approved by the Noteholders'
Representative (acting on the instructions
of all Note Purchasers), resulting in a party
or one or more parties acting in concert
to (i) have the power to remove all or the
majority of the directors of the Company;
(ii) have the power to give directions with
respect to the operating and financial policies
of the Company; (iii) hold all or substantially
all of the assets of the Company; or (iv)
hold more than fifty percent. of the voting
rights attaching to the Company's issued
share capital; or (b) any merger or similar
reorganisation of the Company which is not
approved by the Noteholders' Representative
(acting on the instructions of all Note Purchasers)
resulting in a party or one or more parties
acting in concert to: (i) have the power
to remove all or the majority of the directors
of the Company; (ii) having the power to
give directions with respect to the operating
and financial policies of the Company; (iii)
holding all or substantially all of the assets
of the Company; or (iv) holding more than
fifty percent. of the voting rights attaching
to the Company's issued share capital
"Circular" the circular dated 19 May 2023 (including
the Notice of General Meeting and Open Offer)
to be sent to Shareholders
"Company" or "Tungsten Tungsten West Plc, a public limited company
West" incorporated in England and Wales with registered
number 11310159
"Conditional Placing" the secured financing of the Company through
the proposed issue of the Convertible Loan
Notes pursuant to the terms of the Note Purchase
Agreement placed by the Joint Brokers
"Convertible Loan the convertible loan notes in the aggregate
Notes" principal amount of up to GBP8.95 million
or "CLNs" to be issued by the Company pursuant to the
Note Purchase Agreement
" Equity Raise any issuance by the Company or any member
" of the Group of any equity interests
"Final Termination date falling three hundred and sixty-four
Date" (364) days after the issue of the Tranche
A Notes.
"First Ranking a debenture to be entered between the Company,
Debenture" Aggregates West Limited, Drakelands Restoration
Limited, Tungsten West Services Limited and
the Security Agent, pursuant to which a debenture
will be granted over certain assets of the
Group
"Fundraising" the Conditional Placing and the Open Offer
"General Meeting" the general meeting of the Company to be
held at the offices of Shakespeare Martineau
LLP, 60 Gracechurch Street, London EC3V 0HR
at 10.00 a.m. on 8 June 2023, notice of which
is set out at the end of this Document
"Group" the Company and its subsidiaries from time
to time
"H & P" H & P Advisory Limited, incorporated and
registered in England and Wales with company
number 11120795
"Issue Price" 3 pence per Ordinary Share
"Joint Brokers" H & P and VSA Capital
"Lansdowne" Lansdowne Partners (UK) LLP, acting for and
on behalf of Lansdowne Developed Markets
Master Fund Limited
"Note Purchase the note purchase agreement dated 19 May
Agreement" 2023 entered into, inter alia, between the
Company and the Note Purchasers, pursuant
to which the Note Purchasers agree to purchase
the Convertible Loan Notes on the terms and
conditions set out therein
"Note Purchasers" Lansdowne, Baker Steel and certain other
parties to the Note Purchase Agreement
"Noteholders" the holders of the Convertible Loan Notes
for the time being
"Notice of General the notice convening the General Meeting
Meeting" or "Notice" which is set out at the end of this Document
"Open Offer" the conditional invitation by the Company
made to Qualifying Shareholders to apply
to subscribe for the Open Offer Shares at
the Issue Price on the terms and subject
to the terms and conditions set out in Part
II of this Document and in the Application
Form
"Open Offer Shares" the 66,666,666 new Ordinary Shares which
Qualifying Shareholders will be invited to
subscribe for pursuant to the Open Offer
"Ordinary Shares" ordinary shares of GBP0.01 each in the capital
of the Company
"PIK" an amount calculated at the rate of 20 per
cent. per annum on the principal amount outstanding
under the relevant tranche of the CLN, compounded
every six months and rounded to the end of
the relevant six month period
"Resolutions" the resolutions to be proposed at the General
Meeting as set out in the Notice of General
Meeting
"Registrar" Neville Registrars Limited of Neville House,
Steelpark Road, Halesowen, West Midlands,
United Kingdom, B62 8HD
"Shareholders" the registered holders of Ordinary Shares
"Strand Hanson" Strand Hanson Limited, incorporated and registered
in England and Wales with company number
02780163, acting as the Company's nominated
adviser
"Tranche A Notes" the convertible loan notes for an initial
principal amount of GBP3.975 million to be
issued at completion and following the satisfaction
of the conditions precedent in the Note Purchase
Agreement
"Tranche B Notes" the convertible loan notes for an additional
principal amount of GBP2.975 million to be
issued after the issue of the Tranche A Notes
and following the satisfaction of certain
conditions precedent in the Note Purchase
Agreement with the consent of the majority
Noteholders
"Tranche C Notes" the convertible loan notes for the issue
of up to a further aggregate principal amount
of GBP2 million pursuant to the terms of
the Note Purchase Agreement following the
issue of Tranche A Notes and Tranche B Notes
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
MSCLKLFFXELXBBK
(END) Dow Jones Newswires
May 19, 2023 08:41 ET (12:41 GMT)
Tungsten West (LSE:TUN)
Gráfica de Acción Histórica
De Abr 2024 a May 2024
Tungsten West (LSE:TUN)
Gráfica de Acción Histórica
De May 2023 a May 2024
