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Tuesday 05 June, 2018

Yellow Cake PLC

Intention to Float

RNS Number : 2675Q
Yellow Cake PLC
05 June 2018
 

 

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.

 

This announcement is not an offer of securities for subscription or sale in any jurisdiction. Investors should not subscribe for or purchase any transferable securities referred to in this announcement except in compliance with applicable securities laws on the basis of the information in the admission document ("Admission Document") to be published by the Company in connection with the placing of its ordinary shares ("Ordinary Shares") and the proposed admission of the Ordinary Shares to trading on AIM, a market of the London Stock Exchange plc. A copy of the Admission Document will, following publication, be available for viewing on the Company's website at www.yellowcakeplc.com.

 

5 June 2018

 

 

Yellow Cake plc ("Yellow Cake" or the "Company")

 

MAJOR INITIATIVE IN URANIUM COMMODITY LAUNCHED BY BACCHUS CAPITAL

 

YELLOW CAKE ANNOUNCES INTENTION TO FLOAT ON AIM AS A SIGNIFICANT LONG-TERM CORPORATE HOLDER OF PHYSICAL URANIUM

 

INTENTION TO FLOAT ON AIM

Yellow Cake announces its intention to seek admission of its Ordinary Shares to trading on AIM, a market of the London Stock Exchange plc ("Admission") and to conduct a placing of Ordinary Shares with institutional and professional investors (the "Placing", and together with Admission, the "IPO"). Dealings in the Company's Ordinary Shares on AIM are expected to commence in early July 2018.

On Admission, Yellow Cake plc, will be a major holder of physical uranium ("U3O8") and intends to generate value for shareholders across a spectrum of activities relating to uranium, based on the fundamental premise that the commodity is structurally mispriced in the current market (with c.75% of the world's 2018 uranium production projected to cost more to produce per pound than the current uranium spot price).

Yellow Cake will use its expertise to generate value through the ownership of physical U3O8 together with a range of activities and opportunities connected with owning physical U3O8, such as the trading of U3O8, optimisation of logistics associated with the trading of U3O8, generating revenue from the lending of physical U3O8 and uranium-based financing initiatives such as commodity streaming and royalties.

In particular, Yellow Cake has entered into a long-term supply contract (the "Kazatomprom Contract") with JSC National Atomic Company Kazatomprom ("Kazatomprom"), the world's largest, and one of the world's lowest cost, producers of uranium, under which, upon Admission and completion of the Placing, Yellow Cake will purchase up to US$170 million of U3O8, which will be stored in the Port Hope and Blind River facilities run by Cameco Corporation in Canada (the "Initial Uranium Purchase"). Taking into account the Company's working capital requirements, Yellow Cake may also purchase additional volumes of uranium by separate agreement with Kazatomprom or on the spot market in the event that the net proceeds from the offering exceed US$170 million.

Key terms of the Initial Uranium Purchase are as follows:

§ Up to 8.1 million pounds of U3O8 to be acquired under contract from Kazatomprom at a price of US$21.01 per pound for a total investment of up to US$170 million

§ The agreed uranium purchase price per pound represents a discount of 7.7% to the spot price of $22.75 per pound, as per Ux Consulting Company ("UxC") on 28 May 2018

-      By comparison, the closest peer to Yellow Cake, Uranium Participation Corporation, traded at approximately a 19% premium to its most recently reported NAV, trading at CAD$4.12 /sh vs NAV of CAD$3.47 /sh as of 1 June

In addition, Yellow Cake's contract with Kazatomprom provides Yellow Cake the further right, but not the obligation, to purchase up to an additional US$100 million of U3O8 each year, for the next nine years, with the ability to lock in the purchase price of U3O8 for a period prior to making the purchase.

At US$170 million, this purchase of uranium would represent approximately one quarter of Kazatomprom's annual production (2016 marketed production, prior to Kazatomprom's recently announced production cuts as reported by the World Nuclear Association) and approximately 5% of 2016 global marketed production.

Yellow Cake has been founded and incorporated by Bacchus Capital Advisers ("Bacchus Capital") which is acting as IPO adviser. Numis Securities Limited ("Numis") is acting as Nominated Adviser and Joint Broker to the Company in respect of the IPO. Joh. Berenberg, Gossler & Co. KG London Branch ("Berenberg") is acting as Joint Broker to the Company in respect of the IPO. Numis and Berenberg are acting as Joint Bookrunners in respect of the Placing and Olivetree Financial Limited and Scott Harris UK Ltd are acting as Selling Agents.

Admission is expected to occur in early July 2018.



 

YELLOW CAKE: KEY INVESTMENT HIGHLIGHTS

§ Direct investment in U3O8 offers Shareholders:

-      Exposure to the uranium price

-      No direct exposure to risks associated with exploration, development, mining or processing

-      Upside exposure to uranium price not capped by long-term uranium sales contracts

§ Supportive emerging supply side discipline in the uranium industry:

-      Yellow Cake plc created to purchase and hold physical U308, which reinforces the emerging supply side discipline recently exhibited in the uranium market, and to realise return on investment from any increase in the uranium price

-      Yellow Cake's Initial Uranium Purchase expected to be equivalent to approximately one quarter of 2016 annual production from world's largest producer or approximately 5% of global 2016 marketed production

-      With Yellow Cake's and its adviser's expertise and market knowledge, Yellow Cake will seek to generate additional value through the purchase, sale, or trading of uranium in both the spot market and via long-term contracts

-      Additionally, Yellow Cake intends to achieve positive exposure to the uranium price via other transactions, including the acquisition of production or synthetic production via streaming, royalties or similar mechanisms

-      Yellow Cake structured to provide liquidity to investors through admission to trading on AIM

§ Strong board and management, with focused adviser in 308 Services Limited ("308 Services"):

-      Board of directors includes highly-experienced team committed to ensuring the highest standards of corporate governance, with a focus on creating and protecting value for shareholders

-      Yellow Cake's executive management, supported by 308 Services, possess significant expertise and market knowledge to enable Yellow Cake to pursue its strategy

-      Focused adviser in 308 Services, which has employees and consultants with considerable experience in the uranium market, providing a low-cost operating basis for Yellow Cake compared to its closest peer

§ Strategic relationship with Kazatomprom:

-      Agreement with Kazatomprom enables the Initial Uranium Purchase of up to US$170 million of uranium, on an undisturbed price basis, a volume that would otherwise be difficult to source within the confines of a tight spot market for uranium

-      The Kazatomprom Contract enables the Company to acquire an additional US$100 million of U3O8 per year, for nine years following the IPO, also on an undisturbed price basis

-      The Initial Uranium Purchase will be undertaken at US$21.01 /lb, allowing Yellow cake to benefit from a price that is 7.7% lower than the current spot price

NUCLEAR POWER IS A KEY, AND GROWING ELEMENT OF THE GLOBAL GREEN ENERGY SUPPLY

§ A significant rationale for nuclear power is that it provides low operating cost, low carbon, baseload power, and can be used in conjunction with less reliable renewable energy sources as part of a country's green energy strategy

-      Nuclear power remains the least expensive low-carbon power option in terms of cost per MWh

-      According to the World Nuclear Association ("WNA"), nuclear power is also one of the lowest sources of lifecycle carbon emissions per MWh, producing lower carbon emissions than both Solar and Biomass energy sources

§ Increased demand for green energy is being driven by growing economies in non-OECD countries and the increased electrification of OECD economies, with increased demand expected to come from electric vehicles ("EVs"). In the UK alone, National Grid estimates that by 2030 EVs could require 3.5 - 8.0 GW of additional capacity, equal to 6% - 13% of the UK's current capacity

§ As global energy demand grows, nuclear power is expected to be a key aspect of the global energy mix

-      The US Energy Information Administration ("EIA") expects global energy demand to increase by 35% between 2015 and 2035

-      Nuclear power is expected to satisfy 11% of total energy demand, with produced electricity volumes expected to increase by 36% between 2015 and 2035

§ 2016 saw the largest commissioning of new reactor capacity in over 25 years, while additional reactors equivalent to almost 47% of current operating reactor fleet are either planned or under construction

§ According to the WNA, there are 450 nuclear reactors operational globally

-      Additionally, there are 57 nuclear reactors under construction, and 154 reactors planned for construction, with an increasing expected demand for uranium

GROWING MINE SUPPLY GAP

§ A decade of declining uranium prices has seen little investment in uranium mining, resulting in a projected supply deficit absent material increases in the uranium price

§ Even with a material increase in the uranium price, it may take years before new sources of uranium are ready to be mined, due to delays associated with permitting for exploration and development of uranium mines

§ The supply gap is currently being covered by secondary supply, largely from enrichment providers underfeeding. However, secondary supplies have declined, and are expected to continue to decline and may not be sufficient to fill the supply deficit while new mines are developed

MAJORITY OF CURRENT URANIUM PRODUCTION IS LOSS MAKING

§ Based on figures provided by SRK Consulting, the spot price as at 28 May 2018 of $22.75 /lb results in c. 75% of uranium production operations being loss making in 2018E on an estimated total cost basis

§ This has led to an emerging thematic of supply side discipline, characterised by substantial production cuts and operations being shut or suspended (e.g. McArthur River, Rabbit Lake, Kayelekera, Langer Heinrich)

§ The incentive price for the majority of new projects is estimated to be well above the current spot price, which has resulted in underinvestment in exploring for, and development of, new uranium deposits

Andre Liebenberg, CEO of Yellow Cake, said:

"Due to an exceptional confluence of events, uranium is one of the few commodities yet to recover from the recent commodities bear market. We believe that uranium is fundamentally and structurally mispriced in the current market, and on a historical basis.

 

Yellow Cake's long-term supply contract with the world's largest, and one of the world's lowest cost uranium producers, Kazatomprom, has enabled it to be in a position to secure a highly significant and strategic position in physical uranium at a competitive price.

 

Yellow Cake will offer exposure to investors looking to capitalise on the expected resurgence in the uranium price, while avoiding direct exposure to exploration, development, mining and processing risk.

 

We look forward to welcoming new investors to Yellow Cake".

 

 



 

ENQUIRIES:

Yellow Cake plc


Andre Liebenberg, CEO

Carole Whittall, CFO

Tel: +44 (0) 153 488 5200




IPO Advisers: Bacchus Capital Advisers Limited

Peter Bacchus

Richard Allan

Paul Cahill

Shea O'Callaghan

Tel: +44 (0) 203 848 1640




Nominated Adviser, Joint Broker and Joint Bookrunner: Numis Securities Limited

John Prior

James Black

Paul Gillam

Alamgir Ahmed

Henry Slater


Tel: +44 (0) 207 260 1000




Joint Broker and Joint Bookrunner: Joh. Berenberg, Gossler & Co. KG London Branch

Matthew Armitt

Sara MacGrath

Charlotte Sutcliffe

Marie-Agnes Stolberg

Tel: +44 (0) 203 207 7800




Selling Agent: Olivetree Financial Ltd


Mark Kelly


Tel: +44 (0) 203 201 1000




Selling Agent: Scott Harris UK Ltd


Tim Benton

Jamie Blewitt

Ahmed Jibrill


Tel: +44 (0) 207 653 0030




Investor Relations: Powerscourt


Peter Ogden

Niall Walsh

Tel: +44 (0) 779 3 85 8211






 

 

 



 

APPENDIX I: BOARD OF DIRECTORS

The Lord St John of Bletso - Independent Non-Executive Director and Chairman           Age:  61

Anthony Tudor St John is a cross bench peer in the House of Lords of the United Kingdom. He is a member of the Select Committee on Communications and a Vice Chair of the All-Party Parliamentary Group on South Africa. He is currently a non-executive director of Albion Ventures LLP, Chairman of the Governing Board of Certification International and Chairman of Strand Hanson. Anthony was Chairman of Spiritel PLC between 2004-2012 and has also been a non-executive director of Regal Petroleum plc, Sharp Interpak Limited and Pecaso Group Inc. He has also served on the advisory boards of Infinity SDC, Chayton Capital and Ariya Capital with a focus on Agriculture and African business opportunities.

Andre Liebenberg - Executive Director and Chief Executive Officer                                    Age:  56

Andre Liebenberg is an experienced mining industry professional and has extensive investor market, finance, business development and leadership experience. Andre has spent over 25 years in private equity, investment banking, senior roles within BHP Billiton and most recently at QKR Corporation, where he was Chief Financial Officer. Andre's previous roles within BHP Billiton included Acting President for BHP Billiton's Energy Coal division, Chief Financial Officer for the Energy Coal division, the Head of Group Investor Relations and Chief Financial Officer for the Diamonds and Speciality Products division. These roles were based in London, Melbourne and Sydney. Prior to joining BHP Billiton, Andre worked for UBS in London and the Standard Bank Group in Johannesburg.

Carole Whittall - Executive Director and Chief Financial Officer                                           Age:  46

Carole Whittall is a director and co-founder of Mining Strategies Limited, which provides M&A and transaction advisory services to the metals and mining sector. Most recently, she was Vice President, Head of M&A at ArcelorMittal Mining and member of its Mining Executive Team, responsible for global M&A, government relations and corporate and social responsibility and serving as a board member of subsidiary companies and joint ventures. Previously, she was with Rio Tinto where she held various senior commercial and business development roles. Her prior career was with JP Morgan and Standard Corporate and Merchant Bank in corporate finance.

Sofia Bianchi - Independent Non-Executive Director                                                             Age:  61

Sofia Bianchi is the Founding Partner of Atlante Capital Partners, which specialises in investing in structurally undervalued businesses in emerging markets. Previously, she served as a Portfolio Manager of BlueCrest Capital Management. Sofia served as a Deputy Managing Director of the Emerging Africa Infrastructure Fund with Standard Bank. From 1987 to 1992 Sofia held senior positions with the European Bank for Reconstruction & Development, where she was a member of its global M&A advisory team. She has extensive experience in banking, fund management and mergers & acquisitions and served as an Independent Non-Executive Director of Kenmare Resources plc from 2008 to 2017.

Alexander Downer - Independent Non-Executive Director                                                    Age:  66

The Hon Alexander Downer AC was appointed Australian High Commissioner to the United Kingdom in March 2014. Alexander has had a long and distinguished political career in Australia, and was until recently the United Nations Special Adviser to the Secretary-General on Cyprus. He joined the Department of Foreign Affairs in 1976 and served at the Australian Embassy in Belgium before moving into federal politics. He served as Australia's Minister for Foreign Affairs, from 1996 to 2007, making him Australia's longest-serving Foreign Minister. Mr Downer was appointed a Companion of the Order of Australia in 2013 and was awarded the Centenary Medal in 2001.

Alan Rule - Independent Non-Executive Director                                                                   Age:  56

Alan Rule has more than 20 years' experience as Chief Financial Officer and Company Secretary in the mining industry in Australia and Africa. He has considerable experience in international debt and equity financing of mining projects, implementation of accounting controls and systems, governance and regulatory requirements, and in mergers and acquisitions. He is a Chartered Accountant and holds a Bachelor of Commerce and a Bachelor of Accounting degree. He currently serves as Chief Financial Officer of Australian lithium producer, Galaxy Resources. His previous positions have also included CFO of uranium producer Paladin Energy Limited, Sundance Resources Limited, Mount Gibson Limited, Western Metals Limited and St Barbara Mines Limited.

James Keating - Independent Non-Executive Director                                                         Age:  44

James Keating is a Client Director at Langham Hall Fund Management (Jersey) Limited. He has worked in the global fund administration business for a number of years, holding directorships on various fund structures. He is presently a director on a number of boards which invest in a variety of underlying assets, notably commercial and residential real estate predominantly in the UK.

 



 

IMPORTANT INFORMATION

The contents of this announcement, which has been prepared by and is the sole responsibility of the Company, have been approved solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000 as amended ("FSMA") by Numis Securities Limited of The London Stock Exchange Building, 10 Paternoster Square, London EC4M 7LT.

This announcement does not constitute, or form part of, any offer or invitation to sell, allot or issue, or any solicitation of any offer to purchase or subscribe for, any securities 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 an inducement to enter into, any contract or commitment therefor.

Recipients of this announcement who are considering subscribing for or acquiring Ordinary Shares following publication of the Admission Document are reminded that any such acquisition or subscription must be made only on the basis of the information contained in the final Admission Document, which may be different from the information contained in this announcement. No reliance may be placed, for any purpose whatsoever, on the information or opinions contained in this announcement or on its completeness. To the fullest extent permitted by applicable law or regulation, no undertaking, representation or warranty, express or implied, is given by or on behalf of the Company, Numis Securities Limited ("Numis"), or Joh. Berenberg Gossler & Co KG, London Branch ("Berenberg"), or their respective parent or subsidiary undertakings or the subsidiary undertakings of any such parent undertakings or any of their respective directors, officers, partners, employees, agents, affiliates, representatives or advisers or any other person as to the accuracy, sufficiency, completeness or fairness of the information, opinions or beliefs contained in this announcement and, save in the case of fraud, no responsibility or liability is accepted by any of them for any errors, omissions or inaccuracies in such information or opinions or for any loss, cost or damage suffered or incurred, howsoever arising, from any use, as a result of the reliance on, or otherwise in connection with this announcement. Neither the Company, Numis or Berenberg will be responsible for updating or correcting any inaccuracies in any information contained in this announcement.

Numis, which is authorised and regulated by the Financial Conduct Authority, and Berenberg, which is authorised by the German Federal Financial Supervisory Authority and subject to limited regulation in the United Kingdom by the Financial Conduct Authority, are acting only for the Company in connection with the proposed Placing and Admission and are not acting for or advising any other person, or treating any other person as their respective client, in relation thereto and will not be responsible for providing the protections afforded to clients of Numis, or Berenberg or for providing advice to any other person in relation to the matters contained herein. Such persons should seek their own independent legal, investment and tax advice as they see fit. Numis's responsibilities as the Company's nominated adviser under the AIM Rules for Nominated Advisers and AIM Rules for Companies will be owed solely to the London Stock Exchange and not to the Company, to any of its directors or any other person in respect of a decision to subscribe for or otherwise acquire Ordinary Shares in reliance on the Admission Document. Neither Numis nor Berenberg have authorised or approved the contents of, or any part of, this announcement and no representation or warranty, express or implied, is made by Numis and Berenberg or their affiliates as to any of its contents.

In the European Economic Area (the "EEA"), this communication is being directed only to and at persons in member states of the EEA who are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive, as amended, ("Relevant Persons"). Any person who is not a Relevant Person may not receive this communication and should not act or rely on this announcement or any of its contents. Any investment or investment activity to which this communication relates is available only to Relevant Persons. The term "Prospectus Directive" means Directive 2003/71/EC (as amended) and includes any relevant implementing regulations in each member state of the EEA.

The securities referred to in this communication have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "US Securities Act"), and may not be offered or sold in the United States (as defined in Regulation S under the US Securities Act) except in reliance on an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act. There will be no public offering of securities in the United States.

Neither the United States Securities and Exchange Commission ("SEC") nor any securities regulatory body of any state or other jurisdiction of the United States of America, nor any securities regulatory body of any other country or subdivision thereof, has passed on the accuracy or adequacy of the contents of this communication. Any representation to the contrary is unlawful. The Ordinary Shares referred to in this communication will only be offered and sold: (i) outside of the United States in offshore transactions in accordance with Regulation S under the US Securities Act or (ii) within the United States to persons that are reasonably believed to be a "qualified institutional buyer" as defined in Rule 144A under the US Securities Act.

FORWARD LOOKING STATEMENTS

Certain statements contained herein are forward looking statements and are based on current expectations, estimates and projections about the potential returns of the Company and the industry and markets in which the Company will operate, the Directors' beliefs and assumptions made by the Directors. Words such as "expects", "anticipates", "should", "intends", "plans", "believes", "seeks", "estimates", "projects", "pipeline", "aims", "may", "targets", "would", "could" and variations of such words and similar expressions are intended to identify such forward looking statements and expectations. These statements are not guarantees of future performance or the ability to identify and consummate investments and involve certain risks, uncertainties and assumptions that are difficult to predict, qualify or quantify. Therefore, actual outcomes and results may differ materially from what is expressed in such forward looking statements or expectations. Among the factors that could cause actual results to differ materially are: uranium price volatility, difficulty in sourcing opportunities to buy or sell U3O8, foreign exchange rates, changes in political and economic conditions, competition from other energy sources, nuclear accident, loss of key personnel or termination of the services agreement with 308 Services Limited, changes in the legal or regulatory environment, insolvency of counterparties to the Company's material contracts or breach of such material contracts by such counterparties. These forward-looking statements speak only as at the date of this announcement. The Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward looking statements contained herein to reflect any change in the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based unless required to do so by applicable law or the AIM Rules.

 


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