Extension of PUSU Deadline
Summary by AI BETAClose X
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
This is an announcement of a possible offer under Rule 2.4 of the City Code on Takeovers and Mergers (the "Code") and is not an announcement of a firm intention to make an offer under Rule 2.7 of the Code. there can be no certainty that any offer will be made NOR AS TO THE TERMS OF ANY SUCH OFFER.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
6 November 2026
FIRST TIN PLC (LSE: 1SN)
(“First Tin”, or the “Company”)
Extension of PUSU Deadline
On 9 October 2026 the independent directors of First Tin (the “Board”) announced that First Tin had received an indicative proposal from Metals X Limited (“MLX”) in relation to a possible cash offer for the entire issued and to be issued share capital of the Company not already held by MLX at a price of 15 pence per ordinary share (the “Proposal”). The Board stated that it was carefully considering the Proposal.
Since that announcement, First Tin and MLX have engaged in discussions in relation to the terms and structure of the Proposal, and MLX has commenced confirmatory due diligence.
First Tin is pleased to announce that MLX has now submitted a revised non-binding proposal to acquire the entire issued and to be issued share capital of the Company not already held by MLX at a price of 16.5 pence per ordinary share in cash (the “Revised Proposal”). Separate to the Revised Proposal, First Tin intends to distribute the German development assets to existing First Tin shareholders (the “German Distribution”) prior to completion of any offer pursuant to the Revised Proposal, if made (the “Offer”). The German Distribution would be conditional upon completion of the Offer, if made, being declared unconditional. While the detailed terms and structure of the German Distribution are not finalised, the German Distribution will not form part of the MLX offer consideration. For the avoidance of doubt, the German Distribution will not result in any reduction to the offer price of 16.5 pence per First Tin share and the MLX offer, if made, would not be conditional upon the completion of the German Distribution.
The Board has indicated to MLX that it would be minded to recommend that First Tin shareholders accept a firm offer on the terms of the Revised Proposal, should such an offer be made, subject to agreement of the other terms of any such offer and the structure of the German Distribution.
First Tin and MLX are discussing the most appropriate and effective structure for the German Distribution, the implementation of which is expected to require, among other things, the approval of First Tin shareholders. Further details will be set out in any firm offer announcement.
Accordingly, the Board has, in accordance with Rule 2.6(c) of the Code, requested, and the Takeover Panel (the “Panel”) has consented to, an extension of the deadline under Rule 2.6(a) of the Code by which MLX is required to either announce a firm intention to make an offer for First Tin in accordance with Rule 2.7 of the Code or to announce that it does not intend to make an offer for First Tin, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies.
Such announcement must now be made by not later than 5.00 p.m. (London time) on 20 November 2026. This deadline may be further extended with the consent of the Panel in accordance with Rule 2.6(c) of the Code.
For the purposes of Rule 2.5(a) of the Code, this announcement has been made without the consent of MLX.
There can be no certainty that an offer will be made, nor on the terms of any such offer, nor as to the terms or timing upon which the German Distribution will be implemented, if it is implemented.
Shareholders do not need to take any action at this time.
Enquiries
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First Tin |
Via SEC Newgate below |
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Bill Scotting - Chief Executive Officer
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Tamesis Partners LLP (Financial Adviser and Joint Broker to First Tin) |
+44 (0) 20 3882 2868 |
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Richard Greenfield / Mitch Limb
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SEC Newgate (Financial Communications) Elisabeth Cowell / George Esmond / Gwen Samuel |
+44 (0)7540 106366 firsttin@secnewgate.co.uk |
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Important notices
Tamesis Partners LLP (“Tamesis”) which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for First Tin and for no-one else in connection with the matters referred to in this announcement and will not be responsible to any person other than First Tin for providing the protections afforded to clients of Tamesis, nor for providing advice in relation to the matters referred to herein. Neither Tamesis nor any of its affiliates (nor any of its or their respective partners, officers, employees, representatives or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Tamesis in connection with the matters referred to in this announcement, or otherwise.
Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated by the Financial Conduct Authority in the UK, is acting exclusively for Metals X and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than Metals X for providing the protections afforded to clients of Peel Hunt nor for providing advice in connection with the matters referred to herein. Neither Peel Hunt nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Peel Hunt in connection with this announcement, any statement contained herein or otherwise.
Further information
This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to this announcement or otherwise. Any offer, if made, will be made solely by certain offer documentation which will contain the full terms and conditions of any offer, including details of how it may be accepted. The distribution of this announcement in jurisdictions other than the United Kingdom and the availability of any offer to shareholders of First Tin who are not resident in the United Kingdom may be affected by the laws of relevant jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom or shareholders of First Tin who are not resident in the United Kingdom will need to inform themselves about, and observe any applicable requirements.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person’s interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person’s interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel’s website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel’s Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.
Publication on websites
In accordance with Rule 26.1 of the Code, a copy of this announcement will be available on the website of Metals X at www.metalsx.com.au/asx-announcements promptly and by no later than 12 noon (London time) on the business day following this announcement.
In accordance with Rule 26.1 of the Code, a copy of this announcement will be available on the website of First Tin at https://firsttin.com/possible-offer/ promptly and by no later than 12 noon (London time) on the business day following this announcement.
The content of the websites referred to in this announcement are not incorporated into and do not form part of this announcement.
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