Primorus Investments PLC Investment in Mustang Energy PLC (6521W)
27 April 2021 - 4:00PM
UK Regulatory
TIDMPRIM
RNS Number : 6521W
Primorus Investments PLC
27 April 2021
Primorus Investments plc
("Primorus" or the "Company")
Investment in Mustang Energy PLC
Primorus is pleased to announce it has invested US$2.5 million
in Mustang Energy PLC ("MUST"), a special purpose acquisition
company whose shares are listed on the Official List and traded on
the Standard Segment of the London Stock Exchange's main market for
listed securities (the "Standard List"), having purchased 50
convertible loan notes of a nominal value of US$50,000 each
("CLNs"). The issue of the CLNs forms part of a wider transaction
pursuant to which MUST has raised a total of US$8 million
("Fundraise") by the issue of 160 convertible loan notes ("MUST
Loan Notes") with a maturity date of 31 December 2021 ("Maturity
Date"). The MUST Loan Notes attract interest at a rate of 10 per
cent. per annum. MUST was formed to undertake an acquisition of a
target company or business or asset(s) with operations in the
energy or natural resources sectors.
The Fundraise has enabled MUST to acquire a 22.1 per cent.
interest in VRFB Holdings Limited ("VRFBH") for a total
consideration of approximately US$7.5 million ("Acquisition").
VRFBH has a 50 per cent. interest in Enerox Holdings Limited
("EHL") which owns the entire issued share capital in Enerox GmbH
("Enerox"). The Acquisition forms part of a total US$30 million
fundraising by a consortium of investors in EHL ("EHL Capital
Raise").
Enerox is an Austrian-based vanadium redox flow battery ("vrfb")
manufacturer, which has invested more than 20 years of research and
development into its CellCube energy storage system. The Enerox
directors believe its vanadium-based technology to be known to be
state-of-the-art in the battery market, and more than 130
systems/23 MWh have already been deployed across five continents.
The EHL Capital Raise is intended to fund growth capital required
to scale up Enerox's vrfb production capacity to 30MW (120-240MWh)
in annual production capacity by 2022 as its pipeline grows.
The Fundraise and the Acquisition constitutes a reverse takeover
of MUST, and its shares have been suspended from trading with
effect from today pending the publication of a prospectus and
certain approvals being obtained from MUST's shareholders,
following which MUST will seek the readmission of its enlarged
issued share capital to the Standard List ("Readmission").
Readmission is subject to MUST meeting the eligibility requirements
of the Financial Conduct Authority.
Subject to Readmission occurring on or prior to the Maturity
Date (such date being the "Conversion Date"), Primorus will receive
new shares in the capital of MUST calculated by dividing the
nominal value (and accrued interest, if applicable) of the CLNs
(using the average US$/GBPGBP closing exchange rate as shown on
Bloomberg over the five trading days prior to conversion) by 20
pence ("MUST Conversion Shares"). The closing mid-market price of
MUST on 26 April was 30.6 pence per share. Accrued interest at the
Conversion Date may, at the sole election of MUST, be converted
into MUST Conversion Shares or redeemed for cash. Further, Primorus
will receive warrants to subscribe for new shares in the capital of
MUST (one warrant being issued for each two MUST Conversion Shares
held by Primorus), exercisable at a price per share of 30 pence
("Warrants"). The Warrants have an expiry period of three years
from the Conversion Date.
If Readmission does not take place by the Maturity Date,
AIM-quoted vanadium producer Bushveld Minerals Limited (whose
subsidiary Bushveld Energy Limited ("BEL") is the majority
shareholder in VRFBH) has agreed, as part of the Fundraising, to
issue new ordinary shares in its capital ("BMN Shares") to the
holders of the MUST Loan Notes in return for MUST transferring to
BEL all of its shares in VRFBH and paying a fee to BMN of an amount
equal to 5 per cent. of the MUST Fundraise (the "Backstop").
Primorus has the sole discretion to elect to receive shares
directly in the capital of VRFBH in lieu of BMN Shares. Further
details relating to the Backstop can be seen in the announcement
released by MUST today.
Rupert Labrum, Executive Chairman of the Company, and Simon
Holden, the Company Secretary, being persons discharging managerial
responsibilities in relation to the Company (each a "PDMR") and
each holding shares in the capital of the Company, are beneficial
holders of 258,499 shares and 340,000 shares in the capital of MUST
respectively. Mr Holden is a non-executive director of MUST and is
also the holder of 90,000 options exercisable over shares in the
capital of MUST.
Rupert Labrum, Executive Chairman of Primorus, commented: " We
believe the opportunity to participate in this area of the market
through Mustang's interest in Enerox presents an exciting
opportunity for our shareholders. We believe the market for vrfb
products has been earmarked for significant growth, as demand for
vanadium continues to rise on the back of growing interest from the
battery sector, and look forward to updating shareholders on
progress regarding this investment. "
This announcement contains inside information for the purposes
of the UK Market Abuse Regulation and the Directors are responsible
for the release of this announcement.
Forward Looking Statements
This announcement contains forward-looking statements relating
to expected or anticipated future events and anticipated results
that are forward-looking in nature and, as a result, are subject to
certain risks and uncertainties, such as general economic, market
and business conditions, competition for qualified staff, the
regulatory process and actions, technical issues, new legislation,
uncertainties resulting from potential delays or changes in plans,
uncertainties resulting from working in a new political
jurisdiction, uncertainties regarding the results of exploration,
uncertainties regarding the timing and granting of prospecting
rights, uncertainties regarding the Company's ability to execute
and implement future plans, and the occurrence of unexpected
events. Actual results achieved may vary from the information
provided herein as a result of numerous known and unknown risks and
uncertainties and other factors.
For further information, please contact:
Primorus Investments plc +44 (0) 20 8154 7907
Rupert Labrum
Nominated Adviser and Broker
Cairn Financial Advisers LLP +44 (0) 20 7213 0880
Sandy Jamieson / James Caithie
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