NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART 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 FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE 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.
9 October 2026
FIRST TIN PLC (LSE: 1SN)
(“First Tin”, or the “Company”)
Potential offer by Metals X Limited pursuant to Rule 2.4 of the Code
The Board of First Tin (the Board) announces that on 8 October 2026 it received an unsolicited, 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 (excluding MLX’s appointees on the First Tin board, Peter Gunzburg and Brett Smith) together with its advisers, is carefully considering the Proposal. A further announcement will be made if and when appropriate. Shareholders are advised to take no action at this time. There can be no certainty either that an offer will be made nor as to the terms of any such offer.
In accordance with Rule 2.6(a) of the Code, MLX must, by no later than 5.00 p.m. (UK time) on 6 November 2026, either announce a firm intention to make an offer for the Company in accordance with Rule 2.7 of the Code, or announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. The deadline can be extended with the consent of the Takeover Panel in accordance with Rule 2.6(c) of the Code.
As a consequence of the announcement, an offer period has now commenced in respect of First Tin in accordance with the Code and the attention of the Company’s shareholders is drawn to the disclosure requirements of Rule 8 of the Code, which are summarised below.
Further information on the Company can be found at www.firsttin.com.
This announcement has been made by First Tin without the approval of MLX.
For further information, please contact:
First Tin |
Via SEC Newgate below |
Bill Scotting - Chief Executive Officer
|
|
Tamesis Partners LLP (Financial Adviser & Joint Broker) |
+44 (0) 20 3882 2868 |
Richard Greenfield / Mitchell Limb
|
|
Arlington Group Asset Management Limited (Joint Broker) |
+44 (0)20 7389 5016 |
Simon Catt
|
|
Zeus Capital Limited (Joint Broker) |
+44 (0)20 3829 5000 |
Harry Ansell / Dan Bristowe / Katy Mitchell
|
|
SEC Newgate (Financial Communications) |
|
Elisabeth Cowell / George Esmond / Gwen Samuel |
+44 (0)7838280941 firsttin@secnewgate.co.uk |
|
|
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.
Rule 2.9 information
In accordance with Rule 2.9 of the Code, First Tin confirms that as at the date of this announcement, its issued share capital consisted of 541,868,306 ordinary shares of £0.001 each carrying voting rights of one vote per share. The ISIN reference number for these securities is GB00BNR45554 and the Company's LEI number is 984500CSA7TBE3FB7C63.
Publication on website
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/ 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.
Market Abuse Regulation
The information contained within this announcement is considered to constitute inside information as stipulated under Article 7 of the Market Abuse Regulations (EU) No.596/2014 as incorporated into UK domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended. 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 the release of this announcement on behalf of First Tin is Bill Scotting.
Other notices
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 whether pursuant to this announcement or otherwise, or the solicitation of any vote in favour or approval of any offer in any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction and any such offer (or solicitation) may not be extended in any such jurisdiction.
This announcement has been prepared in accordance with English law and the Code, and information disclosed may not be the same as that which would have been prepared in accordance with laws outside of the United Kingdom. The distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.
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 directors, 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.