28 APRIL 2023
THIS ANNOUNCEMENT CONTAINS INSIDE
INFORMATION
Pensana Plc
("Pensana" or the
"Company")
Major shareholders
to increase holdings in the Company
Pensana is pleased to announce that whilst it continues to
progress the long-term funding for the Saltend and Longonjo
Projects, two of the Company’s long standing and major shareholders
M&G Investment Management (“M&G”) and the Angolan Sovereign
Wealth Fund have agreed to invest a further US$10 million in aggregate in the Company which
will increase their combined holdings to 38.6%.
M&G, which is one of the UK’s leading investment
institutions and Fundo Soberano de Angola (“FSDEA”), which is the Angolan
Sovereign Wealth Fund, remain strongly supportive of the Company
and its business plan and have each requested and been granted the
right to participate in any future equity or other fund raising
undertaken by the Company on a pro rata basis for the next two
years.
Chairman, Paul
Atherley noted:
“We are pleased to have the continued
support of M&G and FSDEA, two of our major shareholders. This
additional investment reflects their confidence in our strategy and
growth prospects, and we are grateful for their ongoing
commitment.
The fact that M&G and FSDEA have
also requested the right to participate in any future equity raises
is a clear endorsement of our business, demonstrating long-term
alignment with our goals.
We look forward to progressing our
Saltend and Longonjo projects, delivering the world's first
independent and sustainable magnet metal rare earth supply chain
and meeting the growing needs of OEMs.”
M&G has conditionally agreed to invest c. US$5 million in the Company by way of a placement
of 15,000,000 new ordinary shares of £0.001 each in the capital of
the Company (“Ordinary Shares”) (the “M&G
Placing Shares”) at a price of 27.50
pence per share (the “Placing Price”).
The issue of the M&G Placing Shares is conditional, amongst
other things, on the admission of the M&G Placing Shares to the
Official List (Standard Segment) and to trading on the London Stock
Exchange’s Main Market for listed securities (“Admission”).
An application for Admission of the M&G Placing Shares will be
made shortly and Admission of the M&G Placing Shares is
expected to occur at or around 8:00
am on 9 May 2023.
FSDEA has agreed to invest c. US$5
million in the Company by way of a placing of 15,000,000
Ordinary Shares at the Placing Price. Of the FSDEA Placing
Shares, 2,543,080 Ordinary Shares have been placed firm (“FSDEA
Firm Placing Shares”).The remaining 12,456,920 Ordinary Shares
are conditional amongst other things upon shareholder approval for
the issue of those shares free of pre-emption rights and the
Secretary of State confirming, inter alia, that no action will be
taken under the UK National Security and Investment Act 2021
(“UK FDI Approval”) in relation to FSDEA's acquisition of
more than 25 per cent. of the Company's Ordinary Shares (“FSDEA
Conditional Placing”).
The issue of the FSDEA Firm Placing Shares is conditional,
amongst other things, on the Admission of FSDEA Firm Placing
Shares. An application for Admission of the FSDEA Firm
Placing Shares will be made shortly and Admission of the FSDEA Firm
Placing Shares is expected to occur at or around 8:00 am on 9 May
2023.
Notice of a General Meeting to be convened inter alia to seek
approval for the issue of the FSDEA Conditional Placing Shares is
being prepared and will be issued shortly.
A further announcement will be made regarding Admission of the
FSDEA Conditional Placing Shares, once the UK FDI Approval has been
received.
The Ordinary Shares issued to FSDEA and M&G will be issued
credited as fully paid and will, on their Admission, rank pari
passu in all respects with the existing Ordinary Shares then in
issue including the right to receive all dividends or other
distributions declared, made or paid after the respective date of
their Admission.
Following Admission of the M&G Placing Shares and the FSDEA
Firm Placing Shares, M&G and FSDEA will be interested in a
total of 34,595,680 Ordinary Shares and 63,081,717 Ordinary Shares
respectively representing 12.7% and 23.1% of the enlarged share
capital of the Company.
Total Voting Rights
Following Admission of the M&G Placing Shares and the FSDEA
Firm Placing Shares, the Company’s issued share capital will
consist of 272,723,953 Ordinary Shares. No shares are held in
treasury and, therefore, the total number of voting rights of the
Company on Admission of the M&G Placing Shares and the FSDEA
Firm Placing Shares will be 272,723,953. This figure may be used by
shareholders as the denominator for the calculations by which they
will determine if they are required to notify their interest in, or
a change in their interest in, the Company under the Financial
Conduct Authority’s Disclosure Guidance and Transparency Rules.
The information contained within this
announcement is considered by the Company to constitute inside
information as stipulated under the Market Abuse Regulations (EU)
No.596/2014. Upon the publication of this announcement via a
Regulatory Information Service, this inside information will be
considered to be in the public domain. The person responsible for
arranging for the release of this announcement on behalf of the
Company is Paul Atherley
(Chairman).
-ENDS-
For further information, please
contact:
Shareholder/analyst enquiries:
Pensana
Plc
Paul Atherley,
Chairman
IR@pensana.co.uk
Tim George, Chief Executive
Officer
Rob Kaplan, Chief Financial
Officer
George Zacharias, Group Company
Secretary
Media enquiries:
FGS Global:
Gordon Simpson / Richard
Crowley
Pensana-LON@fgsglobal.com
About Pensana Plc
The electrification of motive power is the most important part
of the energy transition if we are to tackle climate change and one
of the biggest energy transitions in history. Magnet metal rare
earths are central to that transition, forming a critical part of
the technology for efficient electric vehicle motors and offshore
wind turbines.
Pensana plans to establish its Saltend processing hub as an
independent and sustainable supplier of the key rare earth magnet
metal oxides to a market which is currently dominated by
China.
The US$195 million Saltend
facility is being designed to produce circa 12,500 tonnes per annum
of rare earth products, of which 4,500 tonnes will be neodymium and
praseodymium oxide (NdPrO), representing over 5% of the world
market in 2025.
Pensana’s plug-and-play facility is located within the
world-class Saltend Chemicals Park, a cluster of leading chemicals
and renewable energy businesses in the Humber Freeport and will
create over 500 jobs during construction and over 125 direct jobs
once in production.
Powered by low-carbon offshore wind, it will be the first major
separation facility to be established in over a decade and will
become one of the few major producers located outside China.
Feedstock will be shipped as a clean, high purity mixed rare
earth double sulphate (MREDS) from the Company’s Longonjo
low-impact operations in Angola.
The mine's state-of-the-art concentrator and proprietary MREDS
processing plant are designed by Wood to the highest international
standards.
The operations will be powered by renewable energy from
hydroelectric power and connected to the Port of Lobito by the
recently upgraded Benguela railway line.
Pensana believes that provenance of critical rare earth
materials supply, life cycle analysis and GHG Scope 1, 2 and 3
emissions will all become significant factors in supply chains for
major customers.
The Company intends to offer customers an independently and
sustainably sourced supply of the metal oxides and carbonates of
increasing importance to a range of applications central to
addressing the energy transition.
Pensana is also aiming to establish Saltend as an attractive
alternative to mining houses that may otherwise be limited to
selling their products to China,
having designed the facility to be easily adapted to cater for a
range of rare earth feedstocks.
www.pensana.co.uk