TIDMTUNG TIDMATUK
RNS Number : 5977Q
Tungsten Corporation PLC
16 October 2013
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN
NOR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF
THE RELEVANT LAWS OF SUCH JURISDICTION
For immediate release
16 October 2013
Tungsten Corporation PLC
Successful placing to raise GBP160 million - significantly over
subscribed
Admission to Trading on AIM
Tungsten Corporation PLC ("Tungsten" or the "Company") is
pleased to announce its admission to trading on the AIM market of
the London Stock Exchange ("AIM") at 08:00 London time today.
Dealings in the Company's ordinary shares will trade under the
ticker TUNG.
Tungsten's strategy is to monetise its leading global
e-invoicing network which already processes over GBP100 billion per
year for many of the world's largest companies (including working
with 61 per cent. of the FTSE 100 and 53 per cent. of the Fortune
500), by offering supply chain financing through its own bank.
Additionally, it will offer innovative analytics software to apply
to the vast repository of invoice data and so save its buyers'
money.
Summary
- The Company has raised GBP160m (before expenses), through the
placing of 71,111,111 new ordinary shares at a price of 225p per
share (the "Placing").
- Market capitalisation on Admission is GBP225 million, with
100,000,000 ordinary shares in issue.
- The Placing saw strong demand from institutional investors and
was significantly oversubscribed.
- Proceeds from the Placing will be used as follows: (i) GBP73
million* to fund the cash element of the acquisition of OB10
Limited ("OB10"), the leading global business to business
e-invoicing network, (ii) GBP58 - GBP60 million to finance the
acquisition of FIBI Bank (UK) Plc (the "Bank", subject to
regulatory approval) and to provide solvency capital to support the
invoice discounting activities of the Bank, (iii) GBP15 million for
working capital and business development purposes and (iv) GBP14
million to fund acquisition and transaction fees and expenses, with
a further GBP2 million payable at the board of Tungsten's
discretion.
- The Placing of GBP160 million represents the largest trading
company IPO on AIM since 2008**.
- Disruptive Capital Finance LLP was exclusively engaged by the
Tungsten Board for the purposes of identifying and recommending
investment opportunities to the Company. It was as part of this
process that OB10 and the Bank were identified as potential
acquisition opportunities.
- Canaccord Genuity has acted as sole bookrunner, financial
adviser and joint broker to the Company, with Charles Stanley
acting as Nominated Adviser and joint broker to the Company.
* of which GBP2 million will be used by certain OB10 executives
to purchase ordinary shares in Tungsten.
** excluding investment companies.
Commenting, Edmund Truell, CEO of Tungsten, said:
"We are delighted to have attracted institutional investors of
this calibre, with the Placing being significantly oversubscribed.
We look forward to delivering attractive returns to new and
existing shareholders as the business scales. We expect to monetise
what is already a great platform through the transformation of the
financial aspects of the global supply chain."
Luke McKeever, Executive Director of Tungsten, said:
"We already work with many of the world's largest multinationals
and their suppliers. By extending our e-invoicing and early payment
services, and introducing detailed spend analytics, we plan to
broaden our existing client and partner relationships and welcome
new organisations to the network. We will continue our commitment
to innovative product development, enhanced service delivery and
geographic expansion."
Enquiries:
Tungsten Corporation plc
Edmund Truell, Chief Executive +44 (0) 7785
Officer 954 350
Luke McKeever
Canaccord Genuity Limited (Sole
Bookrunner, Financial Adviser + 44 (0) 20
and Joint Broker) 7406 5534
Corporate Finance: Simon Bridges
/ Peter Stewart / Cameron Duncan
Equity Capital Markets: Tim Redfern +44 (0) 20 7523
/ Kit Stephenson 8000
Charles Stanley Securities Limited
(Nominated Adviser and Joint Broker) +44 (0) 20 7149
Marc Milmo / Dugald Carlean 6000
Equus Group (Communications) +44 (0) 20 7223
Piers Hooper / Sam Barton 1100
Background and further information
Tungsten's strategy is to monetise its leading global
e-invoicing network which already processes over GBP100 billion per
year for many of the world's largest companies (including working
with 61 per cent. of the FTSE 100 and 53 per cent. of the Fortune
500), by offering supply chain financing through its own bank.
Additionally, it will offer innovative analytics software to apply
to the vast repository of invoice data and so save its buyers'
money.
The Company was founded by Edmund Truell and Danny Truell to
identify and acquire a company, business or asset within the
financial services sector which could grow into a business with a
significant market presence in a segment with potential for
sustainable long-term cash generation, return on equity and growth.
They have been joined on the Board in a non-executive capacity by
Arnold Hoevenaars (Chairman), Peter Kiernan, and Michael
Spencer.
The Tungsten Board, through its experience in the financial
services sector, believed that the financial crisis of the last
five years created an opportunity to acquire and/or build a
presence in undervalued segments of the financial market where
better management and improved use of technology could deliver
enhanced returns.
Tungsten identified the strength of OB10's technology, the
quality and breadth of its customer base and the inherent supply
chain finance potential as a result of the GBP100 billion
transactional value that exists on the e-invoice platform. To the
OB10 offering, the Company delivers a committed management team and
Board with a breadth of financial services and fin-tech sector
experience. The Tungsten management team has extensive strategic,
operational and financing expertise which is expected to enable the
Company to deliver its planned invoice discounting capability and
to build out an analytics solution - TungstenAnalytics - that
together is expected to monetise the e-invoice platform. With
effect from Admission, Luke McKeever (Chief Executive Officer of
OB10), Philip Ashdown and Jeffrey Belkin have joined the board as
Executive Directors of the Company.
The Directors believe there are excellent prospects for
Tungsten's invoice discounting model. OB10's network hosts 122
large corporate and governmental buyers, servicing 140,000
suppliers and therefore the Directors believe there to be a
significant opportunity to incorporate an innovatively structured
and delivered invoice financing solution by leveraging OB10's high
value and high quality invoice flow. The advantage of the OB10
platform is that it provides immediate access to a large pool of
potential customers who might use invoice discounting. These
customers represent a captive market for the Group. The supply
chain finance model will occur remotely through the Group's
cloud-based technology and invoice financing in the Group's
buyer-centric Express Payments offering has already been trialled
with an OB10 customer (alongside another lender), validating the
web-enabled technology.
As part of the Company's strategy to provide invoice discounting
to OB10's customer base, it has signed a share purchase agreement
to acquire the Bank. The acquisition of the Bank Acquisition is
subject, inter alia, to a PRA led change of control process. The
Directors anticipate this regulatory approval process will be
completed and that the Company will have commenced its invoice
finance operation by April 2014. Prior to the Bank's commencement
of operations, the Company is currently in discussions with
potential finance providers to fund the Group's initial invoice
discount offering (via the Bank or otherwise) and the Directors are
confident appropriate financing will be in place to commence
invoice discounting early in 2014.
The Company has also signed a five year rolling strategic
licence agreement with @UK. @UK is Europe's leading transactional
cloud platform with over one million users. Under the agreement,
@UK's analytic software technology will enable the Company to
deliver a spend analytics proposition, branded as TungstenAnalytics
and marketed by the Tungsten sales team, across the global
e-invoicing network. TungstenAnalytics will be installed and
delivered through the existing cloud-based technology
infrastructure and will be offered to the buyers to help them
identify and realise cost savings.
IMPORTANT NOTICE
Defined terms used in this announcement have the same meaning as
set out in the Admission Document published on 11 October 2013.
This announcement does not constitute an admission document
relating to the Company and does not constitute, or form part of,
any offer or invitation to sell or issue, or any solicitation of
any offer to purchase or subscribe for, any shares in the Company
in any jurisdiction nor shall it, or any part of it, or the fact of
its distribution, form the basis of, or be relied on in connection
with or act as any inducement to enter into, any contract
therefore.
Recipients of this announcement who are considering acquiring
shares following publication of the admission document are reminded
that any such acquisition must be made only on the basis of the
information contained in the admission document which may be
different from the information contained in this announcement.
Canaccord Genuity Limited, which is authorised and regulated in
the United Kingdom by the FCA, is acting as sole bookrunner,
financial adviser and joint broker to the Company in connection
with the Placing and will not be acting for any other person or
otherwise be responsible to any person for providing the
protections afforded to customers of Canaccord or for advising any
other person in respect of the Placing. Canaccord has not
authorised the contents of any part of this announcement and
neither accepts liability for the accuracy of any information or
opinions contained in this document nor for the omission of any
material information from this announcement for which the Company,
the Directors and proposed Directors are responsible. No
representation or warranty, express or implied, is made by
Canaccord as to any of the contents of this announcement (without
limiting the statutory rights of any person to whom this
announcement is issued).
Charles Stanley Securities, which is authorised and regulated in
the United Kingdom by the FCA, is acting as nominated adviser and
joint broker to the Company in connection with the Admission and
Placing and will not be acting for any other person or otherwise be
responsible to any person for providing the protections afforded to
customers of Charles Stanley or for advising any other person in
respect of the Admission and/or the Placing. Charles Stanley's
responsibilities as the Company's nominated adviser under the AIM
Rules are owed solely to the London Stock Exchange and are not owed
to the Company or to any Director, proposed Director or to any
other person in respect of such person's decision to acquire shares
in the Company in reliance on any part of this announcement.
Charles Stanley has not authorised the contents of any part of this
document and neither accepts liability for the accuracy of any
information or opinions contained in this document nor for the
omission of any material information from this announcement for
which the Company, the Directors and proposed Directors are
responsible. No representation or warranty, express or implied, is
made by Charles Stanley as to any of the contents of this
announcement (without limiting the statutory rights of any person
to whom this announcement is issued)
The shares have not been, nor will they be, registered under the
US Securities Act of 1933, as amended (the "Securities Act") or
with any securities regulatory authority of any state or other
jurisdiction of the United States or under the applicable
securities laws of Australia, Canada, Japan, or South Africa.
Subject to certain exceptions, the shares may not be offered or
sold in the United States, Australia, Canada, Japan or South Africa
or to or for the account or benefit of any national, resident or
citizen of Australia, Canada, Japan or South Africa or any person
located in the United States. The offer of the shares and the
distribution of this announcement in other jurisdictions may be
restricted by law and the persons into whose possession this
announcement comes should inform themselves about, and observe, any
such restrictions.
This announcement may include "forward-looking statements". All
statements other than statements of historical facts included in
this announcement, including, without limitation, those regarding
the Company's financial position, business strategy, plans and
objectives of management for future operations (including
development plans and objectives relating to the Company's
evaluation of the potential acquisition) are forward-looking
statements.
Forward-looking statements are subject to risks and
uncertainties and accordingly the Company's actual future financial
results and operational performance may differ materially from the
results and performance expressed in, or implied by, the
statements. These factors include but are not limited to those
described in the formal admission document.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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