BISICHI PLC

Delisting Announcement • Dec 1, 2025

National Storage Mechanism | Additional information

1 December 2025

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE UK VERSION OF THE MARKET ABUSE REGULATION NO 596/2014 WHICH IS PART OF ENGLISH LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED. ON PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.

Bisichi PLC

("Bisichi" or the "Company")

Acquisition of Goedehoop North Mining Area assets

Intention to delist from London Stock Exchange

Bisichi PLC (LSE: BISI.L), announces:

• the conditional acquisition of assets of Thungela Operations Pty Ltd utilised exclusively in relation to the Goedehoop North Mining Area (the “Acquisition”); and
• its intention to cancel the listing of the Company's ordinary shares ("Shares") on the Equity Shares (Transition) category of the Official List of the Financial Conduct Authority ("FCA") and to cancel the trading of its Shares on the Main Market of the London Stock Exchange with effect from 1 January 2026 (the "Delisting").

Acquisition

Bisichi is pleased to announce that GHN Resources (Pty) Limited (a private company with limited liability incorporated in South Africa), in which Bisichi holds a controlling  shareholding (“GHN”), has agreed to acquire those assets of Thungela Operations Pty Ltd (“the Seller”), a subsidiary of Thungela Resources Limited (“Thungela”), utilised exclusively in relation to the Goedehoop North Mining Area (“the  Mining Area”). The total consideration for the Acquisition is up to ZAR 700,467,042 (c.£30.9m) (plus VAT). Bisichi is acting as guarantor and co-principal debtor for GHN’s consideration payments, which are due on or after completion. The consideration payments for the transaction are expected be funded internally. The infrastructure acquired will provide an opportunity to commercially enhance the Group’s existing South African operations. The key assets and liabilities of the Acquisition are as follows:

• Rapid Load-out Coal Terminal (“RLT”)
  • The Mining Area is strategically setup to serve both the domestic and export markets with coal currently transported via a RLT to Richards Bay Coal Terminal. The Company will utilise the RLT and related stockpile areas as a commercial logistics hub for both export and domestic coal transported by rail.
• Coal Beneficiation Plant (“CBP”)
  • The Mining Area has significant surface infrastructure including an 850 tonne per hour CBP. The Company will seek to commercialise the CBP to beneficiate its own and third party coal.
• Surface Rights
  • The Mining area is located approximately 40 km southeast of eMalahleni in the Mpumalanga Province and is strategically positioned near the N4, N12 and N11 national highways and numerous Eskom Power Stations including Duvha, Hendrina and Komati Power Stations. Surface rights for a portion of the Mining Area will be acquired as part of the Acquisition, upon which, the key infrastructure assets such as the RLT and CBP are situated.   
• Mine Residue Dump (“MRD”)
  • The MRD, also situated on the acquired Surface Rights, consists of coarse and fine fraction material, derived from previously mined and beneficiated coal. The coarse material, together with some of the as arising discard from the CBP is currently being reclaimed and sold to a third party. It is the intention of the Company to continue to commercially dispose of the MRD over time. As per the published integrated report of Thungela Resources limited, as at 31 December 2024, the MRD had a measured resource of 12.9 million metric tonnes.   
• Mining Rights
  • The Mining Area consists of two executed mining rights which are currently fully licensed for underground coal mining. Upon completion of the acquisition, a comprehensive feasibility study will be required to be undertaken to value the potential commercial viability of extracting any of the remaining resource.
• Rehabilitation liabilities
  • As part of the acquisition of the Mining Rights, GHN will assume all rehabilitation liabilities of the Mining Area, including the replacement of rehabilitation financial guarantees to the DPMR currently provided by the Seller for ZAR 40,568,025 plus any potential shortfalls. As part of the transaction an Environmental Trust, set up for the specific rehabilitation and environmental obligations of the Mining Area, will be transferred to GHN.

Due to the nature of the assets being acquired the acquisition has been structured materially on a deferred consideration basis dependent on the use of the assets. The key terms of the Acquisition are as follows:

• a non-refundable cash deposit is to be paid by GHN of ZAR 15,000,000 plus VAT within 15 business days of the date of the Sale of Assets Agreement (“SAA”);
• further consideration payments of ZAR 15,000,000 plus VAT and ZAR 20,000,000 plus VAT are due upon completion of the transfer of the immovable property and obtaining the consent to the transfer of the GHN mining rights under the Mineral and Petroleum Resources Development Act No 28 2002, respectively; and
• the balance of the consideration (“Deferred Amount”), being up to ZAR 650,467,043 (excluding VAT), is payable in cash in quarterly instalments depending on the quantum of coal railed through the RLT, third party coal processed through the CBP and coal mined. If less than ZAR 60,000,000 (subject to escalation by CPI) has been paid to the seller within three years of completion of the Acquisition, the buyer is required to pay the shortfall on that date.

Completion of the Acquisition is subject to the satisfaction of a number of conditions, including consents from the Department of Mineral and Petroleum Resources (“DMPR”) and, if required, the relevant South African competition authorities.

If the conditions are not satisfied, waived or extended by the first anniversary of execution of the SAA, the SAA will terminate. The payment of the consideration, other than the cash deposit, is conditional on completion and, in the case of the Deferred Amount, is subject to the commencement of rail operations, the processing of third party material, and mining activities.

The SAA contains the customary warranties in favour of GHN and is governed by South African law.

Background to and reasons for the Delisting

Upon completion, the Acquisition will constitute a reverse takeover under the UK Listing Rules due to the size of the Acquisition relative to the Company. Since the Company’s listing is on the Equity Shares (Transition) category of the Official List, upon completing a reverse takeover the Company’s listing will be cancelled by the FCA and the Company will be required to apply to be listed in a different listing category, being the Equity Shares (commercial companies) category (an “Uplisting”).

The Board has carefully considered and evaluated the benefits and drawbacks to the Company of Uplisting.  The Board has also considered whether admission to trading on an alternative market such as the AIM Market or Aquis would be suitable for the Company (an “Alternative Listing”).

The Board has concluded that the drawbacks of an Uplisting or an Alternative Listing outweigh the benefits such that the Delisting is in the best interests of the Company and its shareholders as a whole. In addition, the Board has also concluded that, having considered for some time whether a Delisting should be effected, that the Delisting would be in the best interests of the Company and its shareholders as a whole, even if the Acquisition was not being undertaken. In reaching these conclusions, the Board has considered the following key factors:

• as stated above, the Acquisition is a reverse takeover under the UK Listing Rules. This means that on completion of the Acquisition, the Company’s listing will be cancelled (in the absence of an Uplisting which for the reasons below the Board does not support).  Since timing of completion of the Acquisition is uncertain (not least because the Acquisition is conditional on DPMR consent), the Company will likely be faced with having to complete on relatively short notice. This means that the Company may be unable to give shareholders a reasonable period of notice ahead of Delisting.  The Board believes that it is preferable that the Delisting be orderly, with shareholders having a reasonable notice period to consider their options ahead of Delisting on 31 December 2025;
• the management time and the legal and regulatory burden associated with maintaining the listing which, in the Directors’ opinion, is disproportionate to the benefits of the quotation with such resources better deployed or redirected to the growth and development of the Company’s operations;
• the increased legal and regulatory burden of compliance with the UK Listing Rules and corporate governance codes that would apply on an Uplisting, for which the Company, given its size, the Board consider to be unsuitable;
• the relative lack of liquidity on Alternative Listing venues;
• the current levels of liquidity in the Company’s Ordinary Shares do not offer investors the opportunity to trade in meaningful volumes or with frequency within an active market. The lack of liquidity also undermines the benefits of the listing. In this regard, the Directors note that over the past 12 months the average daily number of transactions in the Shares was only 2.9 per day and the volume of trading in the Shares as a proportion of the Company’s issued share capital was only 15.6 per cent;
• as a consequence of the limited liquidity, small trades in the Company’s Shares can have a significant and disproportionate impact on its share price and prevailing market valuation which, the Directors believe, in turn has a materially adverse impact on the Company;
• the Company's relatively small market capitalisation has meant that a number of institutions are unable to invest because of constraints as to minimum allocations and maximum positions;
• it is unclear whether on completion of the Acquisition, the Company would satisfy the requirements for Uplisting;
• the Company has no plans to use the capital markets to raise further capital for the foreseeable future; and
• Delisting by 31 December 2025 would mean that the Company will not need to satisfy the enhanced audit requirements and associated costs that apply to listed companies for the 2026 financial year and thereafter.

The Directors remain committed to delivering value for all of Bisichi shareholders, with whom the Board are substantially aligned, given their respective shareholdings. The Directors believe that Delisting is the most appropriate action to take at this time.

Delisting process

As a company listed on the Equity Shares (Transition) category, the Company is not required to obtain the approval of its shareholders for the Delisting but is required under UK Listing Rule 21.2.17 to give at least 20 business days' notice of the intended cancellation.

Accordingly, the Company will request that: (i) the FCA cancel the listing of the Shares on the Official List of the FCA; and (ii) the London Stock Exchange cancels the admission to trading of the Shares on the Main Market for listed securities of the London Stock Exchange. It is anticipated that the Delisting will become effective from 8:00 a.m. (London time) on 2 January 2026. Therefore, the last day of dealings in the Ordinary Shares on the Main Market will be 31 December 2025. Investors holding Shares following the Delisting will continue to be entitled to exercise all the rights attaching to the Ordinary Shares.

The principal effects of the Delisting will be that:

• the Ordinary Shares will no longer be tradeable on the London Stock Exchange.  Bisichi intends, however, to provide a matched bargain facility through JP Jenkins, further details of which are below;
• whilst the Company’s CREST facility will remain in place immediately post the Delisting, the Company’s CREST facility may be cancelled in the future. Although the Shares will remain transferable, they will at that point cease to be transferable through CREST. In this instance, Shareholders who hold Shares in CREST will receive share certificates. Should the CREST facility be cancelled, the Company will notify shareholders in advance and provide guidance on the process for receiving share certificates;
• the regulatory and financial reporting regime applicable to companies whose shares are admitted to trading on the London Stock Exchange will no longer apply;
• shareholders will no longer be afforded the protections given by the Listing Rules, such as the requirement to be notified of certain material developments or events (including substantial transactions, financing transactions, related party transactions and certain acquisitions and disposals);
• shareholders will no longer be required to publicly disclose any change in major shareholdings in the Company under the Disclosure Guidance and Transparency Rules;
• the Company will no longer be subject to the provisions of the Market Abuse Regulation (as in force in the United Kingdom) regulating inside information and other matters, which will make it easier for the Company to keep shareholders up to date on developments;
• with effect from the second anniversary of Delisting, the Takeover Code will cease to apply to the Company and at that point shareholders will not benefit from the protections afforded to them by the Takeover Code.  Further details are set out below; and
• the Delisting may have personal taxation consequences for shareholders. Shareholders who are in any doubt about their individual tax position should consult their own professional independent tax adviser without delay. For those shareholders that hold Shares through an ISA, see further details below.

Shareholders are encouraged to review their holding arrangements and consult their stockbroker or financial adviser if they have any questions regarding the impact of the Delisting.

For the time being, the Company will remain a public limited company (and so, for example, will be required to hold an AGM in each year).

Matched bargain facility

The Company intends that the Ordinary Shares will be admitted onto the J P Jenkins Ltd liquidity venue for private securities, under the ticker: BISI. JP Jenkins is a platform for unquoted companies that enables shareholders and prospective investors to buy and sell shares through a UK stockbroker.

The indicative price and transaction history of the company will be available on the J P Jenkins website at: www.jpjenkins.com.

To buy and sell Shares via JP Jenkins, participants will need to use a regulated UK stockbroker. Over 40 UK brokers regularly trade and are set up to electronically deal on JP Jenkins.

When buying or selling Shares, there is a 1.5% trading fee (with a minimum charge of £25) (additional fees may also apply).  When purchasing Shares, Stamp Duty Reserve Tax (“SDRT”) may be applicable.

For more information, please call +44 (0) 20 7469 0937. If you are based overseas and are interested in participating then you can also contact JP Jenkins directly by emailing [email protected].

Takeover Code

The Takeover Code ("Code") applies to any company which has its registered office in the U.K., the Channel Islands or the Isle of Man if any of its equity share capital or other transferable securities carrying voting rights are admitted to trading on a UK regulated market, a UK Multilateral Trading Facility ("MTF"), or a stock exchange in the Channel Islands or the Isle of Man. The Code therefore applies to the Company as its securities are admitted to trading on the London Stock Exchange, which is a UK regulated market. The Code also applies to any company which has its registered office in the U.K., the Channel Islands or the Isle of Man if any of its securities were admitted to trading on a UK regulated market, a UK MTF, or a stock exchange in the Channel Islands or the Isle of Man at any time during the preceding two years.

Accordingly, if the Delisting becomes effective, the Code will continue to apply to the Company for a period of two years after the Delisting, following which the Code will cease to apply to the Company.

While the Code continues to apply to the Company, a mandatory cash offer will be required to be made if either: (a) any person acquires an interest in shares which (taken together with the shares in which the person or any person acting in concert with that person is interested) carry 30% or more of the voting rights of the Company; or (b) any person, together with persons acting in concert with that person, is interested in shares which in the aggregate carry not less than 30% of the voting rights of a Company but does not hold shares carrying more than 50% of such voting rights and such person, or any person acting in concert with that person, acquires an interest in any other shares which increases the percentage of shares carrying voting rights in which that person is interested.

Brief details of the Code, and of the protections afforded by the Code, are set out in the appendix to this announcement.

Shares held through an ISA account

The Ordinary Shares will cease to be eligible to be held within an ISA upon the Delisting taking effect. An ISA manager will therefore have to either sell Shares held in a shareholder’s ISA or transfer them to the shareholder to be held outside an ISA, within 30 calendar days of the Delisting.  When the title of an investment in an ISA is transferred from an ISA manager to an investor, the investor is deemed to have sold the investment for a market value sum and immediately reacquired it for the same amount. Any notional gain on the deemed sale is exempt from charge. Any future capital gains or losses are calculated by reference to the value of the shares when they left the ISA. This is the combined effect of regulation 22 and 34 of the Individual Savings Account Regulations 1998. It is not, however, clear how this general tax treatment applies when shares are transferred out of an ISA after a delisting.

This summary is for general information purposes only. It is not intended to constitute tax or other advice and should not be relied on or treated as a substitute for specific advice relevant to a shareholder’s specific circumstances. Shareholders should consult their own professional advisers as soon as possible.

Enquiries:

Andrew Heller & Garrett Casey

12 Little Portland Street

London

W1W 8BJ

[email protected]

020 7415 5030

Appendix

THE TAKEOVER CODE

1.         The Code

1.1       The Code is issued and administered by the Panel.  The Code currently applies to the Company and, accordingly, shareholders are entitled to the protections afforded by the Code.

1.2       The Code and the Panel operate principally to ensure that shareholders in an offeree company are treated fairly and are not denied an opportunity to decide on the merits of a takeover and that shareholders in the offeree company of the same class are afforded equivalent treatment by an offeror.  The Code also provides an orderly framework within which takeovers are conducted.  In addition, it is designed to promote, in conjunction with other regulatory regimes, the integrity of the financial markets.

1.3       The Code is based upon a number of General Principles, which are essentially statements of standards of commercial behaviour.  The General Principles apply to takeovers and other matters to which the Code applies.  They are applied by the Panel in accordance with their spirit in order to achieve their underlying purpose.

1.4       In addition to the General Principles, the Code contains a series of rules.  Like the General Principles, the rules are to be interpreted to achieve their underlying purpose.  Therefore, their spirit must be observed as well as their letter.  The Panel may derogate or grant a waiver to a person from the application of a rule in certain circumstances.

1.5       The following is a summary of key provisions of the Code which apply to transactions to which the Code applies.

2.         Equality of treatment

2.1       General Principle 1 of the Code states that all holders of the securities of an offeree company of the same class must be afforded equivalent treatment.  Furthermore, Rule 16.1 requires that, except with the consent of the Panel, special arrangements may not be made with certain shareholders in the offeree company if there are favourable conditions attached which are not being extended to all shareholders.

3.         Information to shareholders

3.1       General Principle 2 requires that the holders of the securities of an offeree company must have sufficient time and information to enable them to reach a properly informed decision on the takeover bid.  Consequently, a document setting out full details of an offer must be sent to the offeree company’s shareholders.

4.         The opinion of the offeree board and independent advice

4.1       The board of the offeree company is required by Rule 3.1 to obtain competent independent advice as to whether the financial terms of any offer are fair and reasonable and the substance of such advice must be made known to its shareholders.  Rule 25.2 requires the board of the offeree company to send to shareholders and persons with information rights its opinion on the offer and its reasons for forming that opinion.  That opinion must include the board’s views on: (i) the effects of implementation of the offer on all the company’s interests, including, specifically, employment; and (ii) the offeror’s strategic plans for the offeree company and their likely repercussions on employment and the locations of the offeree company’s places of business.

4.2       The document sent to shareholders must also deal with other matters such as interests and recent dealings in the securities of the offeror and the offeree company by relevant parties and whether the directors of the offeree company intend to accept or reject the offer in respect of their own beneficial shareholdings.

4.3       Rule 20.1 states that, except in certain circumstances, information and opinions relating to an offer or a party to an offer must be made equally available to all offeree company shareholders and persons with information rights as nearly as possible at the same time and in the same manner.

5.         Optionholders and holders of convertible securities or subscription rights

5.1       Rule 15 provides that when an offer is made and the offeree company has convertible securities, options or subscription rights outstanding, the offeror must make an appropriate offer or proposal to the holders of those securities to ensure their interests are safeguarded.

***Ends***

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