Results of Fundraise

Ferrexpo PLC

04 September 2026

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT (THE "ANNOUNCEMENT") IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS PROVIDED FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

4 September 2026                                                                                                       

                        Ferrexpo plc                         

("Ferrexpo" or the "Company" or the "Group")

Results of Fundraise

Ferrexpo plc (LSE: FXPO), a producer and exporter of premium iron ore products, is pleased to announce the successful results of the proposed equity fundraise of new ordinary shares of nominal value £0.10 each in the capital of the Company (the "Ordinary Shares") announced yesterday (the "Fundraise").

Lucio Genovese, Interim Executive Chair, said:

"We are pleased to announce this important equity financing today which will provide the Group with the strengthened balance sheet to restart production at our operations in Ukraine, upon completion of the Fundraise.

We welcome new international investors including a new cornerstone investor as a shareholder to our register and are grateful to our largest shareholder for its continued support as well as its undertaking to vote in favour of the Fundraise at the upcoming general meeting. The investor interest received during this Fundraise reflects the confidence in Ferrexpo's long-term fundamentals, the resilience of our operations and workforce, and the critical role that the Group continues to play in Ukraine.

With an enhanced liquidity position, we can recommence exports to European and international customers and restore the deferred expenditure across the Group's operations which is needed to expand production, when external conditions allow. The proceeds will also crucially help secure thousands of jobs that are central to Ferrexpo, our local communities and the wider Ukrainian economy.

Today's announcement also allows the Group's shares to resume trading on the London Stock Exchange. Our London listing, which we have held since 2007, remains an important part of our constant commitment to high standards of corporate governance, transparency and accountability, while providing investors with the protections and the confidence expected of an international public company."

A total of 269,309,091 new Ordinary Shares (the "Placing Shares") have been placed by Panmure Liberum Limited ("Panmure Liberum") and Peel Hunt LLP ("Peel Hunt" and, together with Panmure Liberum, the "Joint Bookrunners") at a price of 16.5 pence per Placing Share (the "Issue Price"), with existing and new institutional investors (the "Placing").

As part of the Placing, the Company received a cornerstone commitment in respect of US$50 million from Andriy Verevskyi, who will hold 224,424,242 new Ordinary Shares upon completion of the Fundraise.

The Joint Bookrunners are acting as joint global coordinators and joint bookrunners in relation to the Placing. The Placing was oversubscribed, reflecting strong investor demand for the Placing Shares.

In addition, the Company's largest shareholder, Fevamotinico S.a.r.l. ("Fevamotinico") has agreed to subscribe for an aggregate of 179,539,393 new Ordinary Shares (the "Subscription Shares") at the Issue Price pursuant to a subscription agreement entered into with the Company (the "Subscription").

The Placing and the Subscription in aggregate comprised 448,848,484 new Ordinary Shares, raising aggregate gross proceeds of approximately US$100 million.

The Issue Price of 16.5 pence represents a discount of approximately 42.3 per cent. to the closing share price of 28.6 pence on 30 April 2026 (being the last day of trading in the Ordinary Shares before their suspension from listing and trading at 7.30 a.m. on 1 May 2026).

The Placing Shares and the Subscription Shares (together, the "New Ordinary Shares") represent approximately 73.1 per cent. of the Company's existing issued Ordinary Share capital prior to the Fundraise.

The New Ordinary Shares will be admitted to the equity shares (commercial companies) category of the Official List of the Financial Conduct Authority (the "FCA") and an application will be made for the New Ordinary Shares to be admitted to trading on the main market for listed securities of London Stock Exchange plc ("London Stock Exchange") (together, "Admission"). It is anticipated that Admission will become effective, and that dealings in the New Ordinary Shares will commence, at 8.00 a.m. (London time) on 22 September 2026.

The New Ordinary Shares will, when issued and fully paid, rank pari passu in all respects with the existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid on or in respect of the Ordinary Shares after the date of their issue. The New Ordinary Shares will be issued in registered form and will be capable of being held in both certificated and uncertificated form. It is expected that the New Ordinary Shares will be delivered in uncertificated form through CREST on Admission.

The Fundraise remains conditional on, amongst other matters, the passing of the resolutions in connection with the Fundraise (the "Resolutions") by shareholders at the general meeting of the Company at which the Resolutions are to be proposed, which will be held at 11.00 a.m. on 21 September 2026 (the "General Meeting"). The Circular and notice of the General Meeting are expected to be posted to shareholders later today.

The net proceeds of the Fundraise will strengthen the Group's liquidity position and support the resumption and continuation of operations during a period of ongoing operational and financial constraints, as more fully described in the Company's announcement of 3 September 2026 titled "Proposed equity fundraise to raise US$100 million" (the "Launch Announcement").

Irrevocable Undertaking

In connection with the Fundraise, Fevamotinico has entered into a deed of irrevocable undertaking with the Company pursuant to which it has committed, subject to the terms and conditions contained therein, to vote in favour of all of the Resolutions to be proposed at the General Meeting in respect of its holding of 294,680,305 Ordinary Shares, representing 49.27 per cent. of the existing Ordinary Shares in issue (excluding Ordinary Shares held in treasury) as at the Latest Practicable Date.

Resumption of Trading on the London Stock Exchange

As set out in the Launch Announcement, the Company's Ordinary Shares have been suspended from listing and trading since 7.30 a.m. on 1 May 2026. Following completion of the audit and publication of the annual report and accounts on 3 September 2026, the suspension of listing is expected to be lifted at 7.30 a.m. on 7 September 2026 to allow the Ordinary Shares to resume trading from that time.

Expected Timetable of Principal Events

Publication and posting of the Circular and the Form of Proxy to Shareholders	4 September 2026
Expected lifting of the suspension of trading of the Company's shares on the London Stock Exchange	7 September 2026
Latest time and date for receipt of the Form of Proxy	11.00 a.m. on 17 September 2026
General Meeting	11.00 a.m. on 21 September 2026
Announcement of the results of the General Meeting	21 September 2026
Admission of the New Ordinary Shares	8.00 a.m. on 22 September 2026

All references to times in this Announcement are to the time in London, United Kingdom. Each of the times and dates in the expected timetable above may be either extended or brought forward. Any changes to the expected timetable set out above will be notified to the market by the Company via a regulated information service, a service authorised by the FCA to release regulatory announcements to the London Stock Exchange.

Unless otherwise indicated, capitalised terms in this Announcement have the meaning given to them in Appendix E of the Launch Announcement.

This Announcement contains inside information. The person responsible for the release of this Announcement is Mark Gregory, Group Company Secretary.

For further information, please contact:

Ferrexpo:	via Tavistock
Panmure Liberum:	(Joint Financial Adviser, Joint Corporate Broker and Joint Bookrunner)	[phone]
	Scott Mathieson / Amrit Mahbubani / John More
	Gaya Bhatt / Izzy Anderson (Investment Banking)
	Jamie Loughborough / Sam Elder (ECM)
Peel Hunt:	(Joint Financial Adviser, Joint Corporate Broker and Joint Bookrunner)	[phone]
	Ross Allister / Georgia Langoulant / Martha Dunlop (Investment Banking)
	Sohail Akbar / Nick Wilks / Ambika Bose (ECM)
Tavistock:	[e-mail]
	Jos Simson	[phone]
	Gareth Tredway	[phone]

About Ferrexpo:

Ferrexpo is a Swiss headquartered iron ore company with assets in Ukraine and a listing in the equity shares commercial companies category on the London Stock Exchange (ticker FXPO). The Group produces premium grade iron ore products sold to the global steel industry and enabling steel makers to reduce carbon emissions and increase productivity. Ferrexpo's operations have been supplying the global steel industry for over 50 years with a customer base comprising of premium steel mills around the world. For further information, please visit www.ferrexpo.com.

LEI: 213800CEDKSNUTPAQZ41

IMPORTANT NOTICES

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT IS PROVIDED FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.

This Announcement or any part of it does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States, Australia, Canada, Japan, the Republic of South Africa or any other jurisdiction in which the same would be unlawful ("Restricted Jurisdiction") or to any person to whom it is unlawful to make such offer or solicitation. No public offering of the Placing Shares is being made in any jurisdiction. Neither this Announcement nor any copy of it may be taken, transmitted or distributed, directly or indirectly, in or into or from any Restricted Jurisdiction. Persons distributing any part of this Announcement must satisfy themselves that it is lawful to do so. Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any such action. Any failure to comply with these restrictions may constitute a violation of the securities laws of the relevant Restricted Jurisdiction. Persons into whose possession this Announcement comes are required to inform themselves about, and to observe, such restrictions.

No action has been taken by the Company, either Joint Bookrunner, or any of their respective Affiliates or any of its or their respective directors, officers, partners, employees, agents or advisers (collectively "Representatives") or any person acting on behalf of any of them that would, or is intended to, permit an offer of the Placing Shares or result in the possession or distribution of this Announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required.

No prospectus, offering memorandum, offering document or admission document has been or will be made available in any jurisdiction in connection with the matters contained or referred to in this Announcement and no such document is required (in accordance with Regulation (EU) No 2017/1129 (the "EU Prospectus Regulation") or the Public Offers and Admissions to Trading Regulations 2024 (the "POATR")) to be published. Persons needing advice should consult a qualified independent legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

The securities referred to herein have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws of, or with any securities regulatory authority of, any state or other jurisdiction of the United States, and may not be offered, sold, pledged, taken up, exercised, resold, transferred or delivered, directly or indirectly, within, into or in the United States absent registration under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or any other jurisdiction of the United States. Any securities to be offered and sold in connection with the Placing will be offered and sold (i) outside of the United States in "offshore transactions" as defined in, and pursuant to, Regulation S under the Securities Act; and (ii) in the United States only to persons reasonably believed to be "qualified institutional buyers" as defined in Rule 144A of the Securities Act ("QIBs") pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There has not been and will be no public offer of the Placing Shares in the United States or elsewhere. Neither the US Securities and Exchange Commission nor any securities regulatory body of any state or other jurisdiction of the United States, nor any securities regulatory body of any other country or political subdivision thereof, has approved or disapproved of this Announcement or the New Ordinary Shares or passed on or endorsed the merits of the Fundraise, or the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence in the United States.

This Announcement has not been approved by the FCA or the London Stock Exchange.

Members of the public are not eligible to take part in the Placing. This Announcement is provided for information purposes only and is directed only at persons whose ordinary activities involve them in acquiring, holding, managing and disposing of investments (as principal or agent) for the purposes of their business and who have professional experience in matters relating to investments and are: (a) if in a member state of the European Economic Area (the "EEA"), "qualified investors" within the meaning of Article 2(e) of the EU Prospectus Regulation ("Qualified Investors"); and (b) if in the United Kingdom, "qualified investors" within the meaning of paragraph 15 of Schedule 1 of the POATR who are also (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); (ii) persons who fall within Article 49(2)(a) to (d) of the Order; or (iii) other persons to whom it may otherwise be lawfully communicated (all such persons together being "Relevant Persons").

This Announcement must not be acted on or relied upon (i) in any member state of the EEA, by persons who are not Qualified Investors; and (ii) in the United Kingdom, by persons who are not Relevant Persons. Any investment or investment activity to which this Announcement relates is only available to (i) in any member state of the EEA, Qualified Investors; and (ii) in the United Kingdom, Relevant Persons, and will only be engaged in with such persons.

All offers of the New Ordinary Shares will be made pursuant to an exemption under the POATR or the EU Prospectus Regulation from the requirement to produce a prospectus. This Announcement is being distributed and communicated to persons in the UK only in circumstances to which section 21(1) of the Financial Services and Markets Act 2000, as amended, does not apply.

The New Ordinary Shares have not been, nor will they be, registered under or offered in compliance with the securities laws of any Restricted Jurisdiction or any state province or territory thereof. Accordingly, the New Ordinary Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into any Restricted Jurisdiction or to, or for the account or benefit of, any person with a registered address in, or who is a resident of or ordinarily resident in, or a citizen of, any Restricted Jurisdiction except pursuant to an applicable exemption.

This Announcement includes forward-looking statements. By their nature, these forward-looking statements involve known and unknown risks and uncertainties, many of which are beyond the Company's control and all of which are based on the Company's current beliefs and expectations about future events. Forward-looking statements are sometimes identified using forward-looking terminology such as "believe", "expects", "may", "will", "could", "should", "shall", "risk", "intends", "estimates", "aims", "plans", "predicts", "continues", "assumes", "positioned", "anticipates" or "targets" or the negative thereof, other variations thereon or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in several places throughout this Announcement and include statements regarding the intentions, beliefs or current expectations of the Group concerning, among other things, the future results of operations, financial condition, prospects, growth, strategies, objectives and dividend policy of the Group and the industry and the jurisdictions in which it operates. These forward-looking statements and other statements contained in this Announcement regarding matters that are not historical facts involve predictions and uncertainties about future events. Such forward-looking statements contained in this Announcement relate only as of the date of this Announcement. Each of the Company, the Joint Bookrunners, their respective Affiliates, its and their respective Representatives and any person acting on behalf of any of them expressly disclaims any obligation or undertaking to update these forward-looking statements contained in this Announcement to reflect any change in its expectations or any change in events, conditions, or circumstances on which such statements are based unless required to do so by applicable law or regulation, the FCA or the London Stock Exchange.

No assurance can be given that such future results will be achieved; actual events, performance or results may differ materially because of risks and uncertainties facing the Group. Such risks and uncertainties could cause actual results to vary materially from the future results indicated, expressed, or implied in such forward-looking statements. These risks and uncertainties include, but are not limited to, macroeconomic conditions, geopolitical developments, regulatory and legal changes, operational and safety risks, supply chain disruption, changes in market demand, foreign exchange movements, availability of financing, the actions of competitors, counterparties and governmental authorities, natural disasters, adverse weather conditions, cyber risks and other factors beyond the Group's control.

Since February 2022, the Group has managed to continue its operations during a time of war. The ongoing war poses a threat to the Group's mining, processing and logistics operations and, in addition, operations in the developing political, fiscal and legal environment in Ukraine, heightening the risks associated specifically with the dynamic and adverse legal system in Ukraine, both represent a material uncertainty in terms of the Group's ability to continue as a going concern. Some of the identified uncertainties in terms of the Group's going concern are outside of the Group management's control.

Each of Panmure Liberum Limited and Peel Hunt LLP are authorised and regulated in the United Kingdom by the FCA. Each Joint Bookrunner is acting exclusively for the Company and no one else in connection with the Placing, the contents of this Announcement or any other matters referred to in this Announcement. Neither Joint Bookrunner will regard any other person (whether or not a recipient of this Announcement) as its client in relation to the Placing, the contents of this Announcement or any other matters referred to in this Announcement and will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients or for providing advice to any other person in relation to the Placing, the contents of this Announcement or any other matters referred to in this Announcement.

This Announcement has been issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by either Joint Bookrunner, any of its Affiliates, any of its or their respective Representatives or any person acting on behalf of any of them as to, or in relation to, the contents of the information contained in this Announcement, or any other written or oral information made available to or publicly available to any interested party or its advisers, or any other statement made or purported to be made by or on behalf of either Joint Bookrunner or any of its Affiliates in connection with the Company, the Placing Shares or the Placing, and any responsibility or liability whether arising in tort, contract or otherwise therefore is expressly disclaimed. No representation or warranty, express or implied, is made by either Joint Bookrunner, any of its Affiliates or any of its or their respective Representatives as to the accuracy, completeness or sufficiency of the information contained in this Announcement.

In connection with the Placing, each Joint Bookrunner and any of its Affiliates, acting as investors for their own account, may take up a portion of the shares in the Placing as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such shares and other securities of the Company or related investments in connection with the Placing or otherwise. Accordingly, references to Placing Shares being offered, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or acquisition, placing or dealing by, either Joint Bookrunner and any of its Affiliates acting in such capacity. In addition, either Joint Bookrunner and any of its Affiliates may enter into financing arrangements (including swaps) with investors in connection with which that Joint Bookrunner and any of its Affiliates may from time to time acquire, hold or dispose of shares. Neither Joint Bookrunner intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

This Announcement does not constitute a recommendation concerning any investor's investment decision with respect to the Placing. Any indication in this Announcement of the price at which ordinary shares have been bought or sold in the past cannot be relied upon as a guide to future performance. The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance. This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Placing Shares. The contents of this Announcement are not to be construed as legal, business, financial or tax advice. Each investor or prospective investor should consult their or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

No statement in this Announcement is intended to be a profit forecast or profit estimate for any period, and no statement in this Announcement should be interpreted to mean that earnings, earnings per share or income, cash flow from operations or free cash flow for the Company for the current or future financial years would necessarily match or exceed the historical published earnings, earnings per share or income, cash flow from operations or free cash flow for the Company.

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into or forms part of this Announcement.

This Announcement has been prepared for the purposes of complying with applicable law and regulation in the United Kingdom and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside the United Kingdom.

 

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