TIRUPATI GRAPHITE PLC

Prospectus • Nov 30, 2020

National Storage Mechanism | Additional information

RNS Number : 9846G

Tirupati Graphite PLC

30 November 2020

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, CANADA, JAPAN, SOUTH AFRICA OR AUSTRALIA OR ANY OTHER JURISDICTION WHERE SUCH DISTRIBUTION WOULD BE UNLAWFUL.

This announcement is an advertisement for the purposes of the Prospectus Rules of the Financial Conduct Authority ('FCA') and not a prospectus (or prospectus equivalent) and not an offer of securities for sale nor a solicitation of an offer to acquire or a recommendation to sell or buy securities in any jurisdiction, including in or into the United States, Canada, Japan, South Africa or Australia.

Neither this announcement, nor anything contained herein, shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Investors should not subscribe for or purchase any ordinary shares (the 'Shares') referred to in this announcement except on the basis of information contained in the prospectus (together with any supplementary prospectus, if relevant, the 'Prospectus'),  including any risk factors set out therein, published by Tirupati Graphite plc (the 'Company') in connection with the proposed offer of Shares in the Company and the proposed admission of such Shares to the Official List of the Financial Conduct Authority (the 'FCA') by way of a Standard Listing and to trading on the main market for listed securities of the London Stock Exchange plc (the 'LSE'). Copies of the Prospectus will shortly be available from the Company's registered office at 49 Berkeley Square, Mayfair, London, United Kingdom W1J 5AZ and on the Company's website at www.tirupatigraphite.co.uk.

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 ("MAR").

30 November 2020

Tirupati Graphite plc ('Tirupati' or the 'Company')

Approval and Publication of Prospectus and Launch of PrimaryBid Offer

Tirupati Graphite plc, the fully integrated, revenue generative, specialist graphite and graphene producer with operations in Madagascar and India, is pleased to confirm that its Prospectus (the 'Prospectus') has been approved by the Financial Conduct Authority (the 'FCA') and published today by the Company.  The Prospectus relates to the admission of the Company's ordinary shares to the standard listing segment of the Official List of the FCA and to trading on the Main Market for listed securities of the London Stock Exchange plc ('Admission'), expected 11 December 2020.

The Company is also pleased to announce the launch on 1 December 2020 of an intermediaries offer of the Company's ordinary shares as part of its initial public offering ('IPO'), providing retail investors with the opportunity to participate in the IPO on equal terms as institutional and professional investors (the 'Intermediaries Offer'). PrimaryBid Limited is acting as Intermediaries Offer Advisor.

Overview

·    Conditionally raised gross proceeds of £6 million through a Placing, Subscription and Intermediaries Offer at an offer of 45p per share (the 'Offer Price')

o  Conditionally raised £4 million through a Placing with institutional and professional investors

o  Conditionally raised £2 million through a Subscription by an investor

o  Intermediaries Offer is being launched 1 December 2020 to retail investors to raise gross proceeds of up to £2 million - the Subscription will be scaled back to reflect the level of demand for the Intermediaries Offer so that the aggregate gross proceeds of £6 million remains the same

·    Based on the Offer Price, the market capitalisation of the Company will be approximately £33.64 million at the commencement of conditional dealings on the main market of the London Stock Exchange, anticipated 11 December 2020 under the ticker TGR

·    The Company intends to use the net proceeds from the IPO to build second stage production across its established portfolio, support future growth, working capital and other general corporate purposes

·    The Company is well positioned to achieve its primary focus of being a comprehensive contributor in the flake graphite value chain and provides a compelling investment opportunity:

o  Revenue generative, integrated natural and specialty graphite and graphene company

o  Multi asset/jurisdiction established businesses with low investment, high earning potential

§ Primary mining and processing in Madagascar

§ Hi-tech specialty graphite processing in India

§ Graphene manufacture and application research in India

o  Quality assets and resources with large flake, saprolite deposits and specialist technologies

o  Established green technologies and products that support green applications

o  Robust sector with growing market demand and opportunities:

§ Flake graphite is the largest component in lithium-ion batteries, has diverse areas of application, and is declared as a critical resource by both the European Union and the United States

§ Graphene, being the first 2D material discovered by humankind, is on the cusp of changing the world of advanced materials, with diverse application potential

o  Strong team with 100+ years of collective experience in graphite, requisite technical capabilities and commercial expertise needed to develop the projects and fast-track delivery of the planned development

·    Collectively holding 33,696,132 shares (estimated to be 45.08% on Admission), the Company's directors and promoters have agreed to customary lock-in arrangements in respect of their Shares for a period of time following Admission

·    Any additional details in relation to the Company and its IPO can be found in the Prospectus, available at www.tirupatigraphite.co.uk/prospectus

Shishir Poddar, CEO of Tirupati Graphite, said: "Today marks another momentous step towards achieving our mission of being a global graphite and graphene leader, and listing on the London Stock Exchange.  We are delighted with the support our fundraise has received so far, which is testament to the strength of our business and its unique position as a provider of sustainable products that support green applications. 

"Having secured £6 million with key institutional and professional investors, we are delighted to open the fundraising to retail investors via PrimaryBid.  This marks yet another milestone achievement in facilitating access to an IPO for individual UK investors, adding to the many firsts we are offering as a company. With ever growing demand for graphite in light of rapid developments in the electric vehicle sector, advanced materials, flame retardants and thermal management markets, this is an opportune time to be welcoming new investors to our company and broadening our market reach. 

"With a strong growth strategy and significant value-uplift potential, our team is excited to further advance our operations for the benefit of all stakeholders in a sustainable manner that is reflective of our corporate values, further details of which are outlined below.  We look forward to the exciting opportunities ahead."

Further Information

Following its incorporation in April 2017 by globally recognised flake graphite entrepreneurs, Tirupati has built an integrated flake graphite and graphene portfolio. Pursuing its Medium Term Development Plan ('MTDP'), the Company has commissioned the first of six planned flake graphite production modules at the Sahamamy project in Madagascar, becoming a producer and generating operation revenues, and commissioned a flake graphite based flame retardant composite plant in India from which it launched its trademarked "CarboflameX" product.  To progress its MTDP and access capital markets, Tirupati initiated its IPO and published its Prospectus for Admission to trading on the main market of the London Stock Exchange.

Details of the IPO are set out in the Prospectus, which will shortly be available on the Company's website at www.tirupatigraphite.co.uk/prospectus.  Hard copies will shortly be available during normal business hours at the Company's registered office at 49 Berkeley Square, Mayfair, London, United Kingdom W1J 5AZ. The Prospectus will also be submitted to the National Storage Mechanism at http://www.morningstar.co.uk/uk/nsm.

Placing, Subscription and Intermediaries Offer

The Company has conditionally raised gross proceeds of £4,000,000 through the placing of 8,888,889 shares at an Offer Price of 45p per share with institutional and professional investors, led by the Company's broker Optiva Securities Limited ('Optiva') (the 'Placing').

The Company has also conditionally raised gross proceeds of £2,000,000 through the subscription by an investor of 4,444,445 ordinary shares at an Offer Price of 45p per share (the 'Subscription').  This Subscription will however be clawed back to reflect the Intermediaries Offer, launching on 1 December 2020 via PrimaryBid to raise gross proceeds of up to £2,000,000 at an Offer Price of 45p per share. The number of ordinary shares subscribed for under the Subscription will be reduced by the number of ordinary shares for which applications are accepted under the Intermediaries Offer and any additional ordinary shares which Optiva confirms to the Company have been conditionally placed. The aggregate gross proceeds of £6,000,000 will accordingly remain the same on completion of the Intermediaries Offer, Placing and Subscription.

In order to participate in the Intermediaries Offer, retail investors can apply through the www.PrimaryBid.com platform and the PrimaryBid mobile app available on the Apple App Store and Google Play. PrimaryBid does not charge investors any commission for this service. It is vital to note that once an application for the Offer has been made and accepted via PrimaryBid, an application cannot be withdrawn. For further information on PrimaryBid.com or the procedure for applications under the PrimaryBid Offer, visit www.PrimaryBid.com.

Corporate Values

·    Value creation for the planet and for future generations:

o  By developing a unique material, which has numerous 'green' applications contributing towards a more sustainable and greener planet for future generations and developing technologies and processes to minimise emission and waste generation.

·    Value creation for our employees:

o  By providing opportunities for performance and learning, achieving corporate goals and personal development, to inspire quality delivery on the objectives and values we strive for.

·    Value creation for the local communities we operate in:

o  By looking after our employees and their families and providing health care, education and recreational facilities and support for local communities, helping bring communities together and improving their general quality of life.

·    Value creation for our shareholders:

o  Through well considered and crafted business strategies and plans, implemented with persistence and determination, and adopting a culture of cost prudence, hard work, and delivering on targets.

This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014. Upon the publication of this announcement, this inside information is now considered to be in the public domain.

** ENDS **

For further information, please visit https://www.tirupatigraphite.co.uk/ or contact:

Tirupati Graphite Plc Puruvi Poddar	+44 (0) 20 3984 9894
Optiva Securities Limited (Broker) Daniel Ingram	+44 (0) 20 3137 1902
PrimaryBid Ltd (Intermediaries Advisor) James Deal / Fahim Chowdhury	+44 (0) 20 3026 4750
St Brides Partners Ltd (Financial PR) Charlotte Page / Cosima Akerman	+44 (0) 20 236 1177

Notes

Tirupati Graphite Plc, due to list on the London Stock Exchange's Main Market, is a revenue-generative, multi-asset, multi-jurisdictional, fully integrated producer and developer of high-grade natural flake graphite, speciality graphite and graphene, which captures the entire value chain.  With a unique set of properties, graphite has diverse applications with multiple growth streams and graphene forms the new generation of 2D materials. In support of this, the Company places a special emphasis on "green" applications, including renewable energy generation, energy storage and composites, and is committed to ensuring its operations are sustainable as well.

The Company's operations include primary mining and processing in Madagascar, where the Company operates two key projects, Sahamamy and Vatomina; 3,000 tonnes p/a of high-quality flake graphite concentrate with up to 96% purity is currently being produced and sold to customers globally, and this is planned to increase to 81,000 tonnes p/a by 2024 as per the Company's modular medium-term development plan.

In India, the Company processes and produces speciality graphite for use in hi-tech applications like lithium-ion batteries, fire retardants and composites. Its specialty graphite processing operations include the 1,200 tonnes p/a Patalganga Project, which was successfully commissioned in July 2019 to manufacture and sell CARBOFLAMEX®, a trademarked fire-retardant expandable graphite product.  At the next stage of development, Patalganga shall further be expanded to 4,800 tonnes p/a capacity with capabilities to also produce high purity and micronised graphite, so increasing market and product reach by 2021. The Company has developed unique green processing technologies for manufacturing these advanced materials.

After establishing itself in the specialty graphite markets through the Patalganga Project, an additional 24,000 tonnes p/a specialty graphite processing facility is to be established in two 12,000 tonnes p/a phases.  The plant will produce expandable, high purity, micronised and spherical graphite.  The west coast of India has been chosen as the location and a detailed feasibility study has been completed.  Tirupati is also in the process of establishing the Tirupati Graphene and Mintech Research Centre, a state-of-the-art R&D centre focussed on producing graphene, developing its applications, and further providing environmentally friendly technologies consultancy for mineral processing.  Land acquisition is in progress in Bhubaneswar, India, and a detailed feasibility study completed.

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