Share Purchase Plan Prospectus
Summary
- Arafura Rare Earths Limited (ARU) is offering eligible shareholders the opportunity to participate in a Share Purchase Plan (SPP).
- The SPP aims to raise up to $7 million (before costs), with the potential to accept oversubscriptions of up to $3 million.
- Eligible shareholders can subscribe for up to $30,000 worth of new fully paid ordinary shares at $0.16 per share.
- The SPP offer opens on 2 August 2024 and closes on 9 September 2024, unless extended, withdrawn, or closed early.
- The issue of new shares under the SPP is subject to shareholder approval at a general meeting scheduled for around 4 September 2024.
- If the SPP raises less than $7 million, the company may offer SPP Shortfall Shares to specific investors at $0.16 per share, also subject to shareholder approval.
- Funds raised will support the advancement of the company's funding initiatives, critical path activities, compliance, and general working capital purposes.
- The SPP is not underwritten, and the company may scale back applications at its discretion.
Sentiment
Score: 7
Explanation: The sentiment is moderately positive. The SPP offers an opportunity for shareholders to invest, but there are risks associated with the project and market conditions. The company is actively pursuing funding and has achieved some milestones, but shareholder approval is still required.
Positives
- Eligible shareholders have the opportunity to increase their investment in Arafura Rare Earths.
- The SPP allows shareholders to participate without paying brokerage or transaction costs.
- Funds raised will support the advancement of the company's funding initiatives and critical activities.
- The company has the flexibility to accept oversubscriptions, potentially raising up to $10 million.
- The issue price of $0.16 per share is the same as the recent placement price.
Negatives
- The SPP is not underwritten, which means there is no guarantee that the company will raise the targeted $7 million.
- Applications may be scaled back, meaning shareholders may not receive the full amount of shares they applied for.
- Shareholder approval is required for the issuance of new shares, and failure to obtain this approval would prevent the SPP from proceeding.
- The SPP Shortfall Offer may dilute existing shareholders' equity if implemented.
- New Shares offered under this Prospectus should be considered speculative in nature.
Risks
- Subscribing for New Shares involves a number of risks.
- The Nolans Project is a large and complex project with total capital expenditure.
- The business of the Group, and the ability of the Group to procure the finance required to develop the Nolans Project, relies on access to debt and equity funding.
- As rare earths (including Neodymium-Praseodymium (NdPr)) are not traded on any commodity exchange, traditional debt and equity market sources may not be available which may make it difficult for financiers and investors to assess and understand market risk.
- There can be no assurance that additional debt, equity or other forms of funding (including by way of government grants) will be available to the Group (over any timeframe) on favourable terms or at all.
- Failure to obtain sufficient funds from the equity market or failure to achieve other conditions precedent customary for secured project financing arrangements of this nature may preclude the Company from being able to drawdown on the financing facilities it has secured.
- Any additional equity financing may dilute existing shareholdings.
- Failure to obtain debt, equity and/or other forms of financing may cause the Group to postpone any development plans, forfeit rights to some or all of its projects or reduce its operating structures, including staff and overhead levels, which may delay or suspend the Groups business strategy and could have a material adverse effect on the Groups activities or require the Group to sell down an interest in its projects or assets.
- Any delays in obtaining debt, equity and/or other forms of financing, or any delays in receiving (or the non-receipt of) anticipated government grants, may require the Company to decrease its planned expenditure on certain project related activities while such funding is being secured.
- NdPr and other rare earth products are not exchange traded commodities.
- There is no guarantee the Group will secure contracts on terms favourable to the Group or at all.
- Any substantial variation in the price of NdPr and other rare earth products or an increase in the distribution costs could have a material impact on the Group.
- Mineral reserve and resource estimates are expressions of judgement based on knowledge, experience and industry practice.
- Estimates may change or become uncertain when new information becomes available on the tenements through additional exploration, investigations, research, testing or engineering over the life of a project.
- Changes in reserve or resource estimates could also impact the Groups ability to maintain its borrowing capacity with lenders.
- There is no certainty that Shareholders will approve the issue of New Shares under the Offers or the issue of Shares under Tranche 2 of the Placement.
- In the event the LR 7.1 Shareholder Approval is not obtained or Shareholders do not approve Tranche 2 of the Placement, this could be expected to have an adverse impact on the Company's ability to raise the full amount of proceeds contemplated by the broader capital raising.
- The SPP is not underwritten and there is therefore no guarantee that the Company will raise the targeted amount under the SPP (or if there is a Shortfall, be able to place all of the SPP Shortfall Shares), which may impact the ability of the Group to achieve some or all of the outcomes targeted from the proceeds of the capital raising.
- A shareholders percentage holding in the Company will be diluted by not participating in the SPP.
Future Outlook
The company intends to use the funds raised from the SPP and Placement to advance its funding initiatives, support critical path activities, ensure compliance, and for general working capital purposes, with the goal of progressing the Nolans Project.
Management Comments
- The Directors of Arafura Rare Earths Limited are pleased to offer you the opportunity to participate in the Arafura Share Purchase Plan (SPP).
- On behalf of the Board, I encourage you to consider this opportunity to increase your investment in Arafura.
Industry Context
This announcement comes as Arafura Rare Earths seeks to secure funding for its Nolans Project, a significant rare earths project. The company is navigating a market where rare earth elements are not exchange-traded commodities, requiring it to secure contracts for the sale of its products.
Comparison to Industry Standards
- The SPP is a common method for listed companies to raise capital from existing shareholders.
- The offer price of $0.16 per share is the same as the recent placement price, which is a common practice to ensure fairness to all investors.
- The size of the SPP, targeting $7 million with potential oversubscriptions of $3 million, is relatively small compared to some capital raisings in the mining sector, but appropriate for the company's current needs.
Stakeholder Impact
- Shareholders have the opportunity to increase their investment in the company.
- Employees may benefit from the advancement of the Nolans Project.
- The company's financial position may be strengthened by the funds raised.
- Suppliers and contractors may benefit from increased activity related to the Nolans Project.
Next Steps
- Shareholders will vote on the SPP at a general meeting around 4 September 2024.
- Eligible shareholders can apply for SPP shares until 9 September 2024.
- The company will announce the results of the SPP on 11 September 2024.
- SPP Shares are expected to be issued on 11 September 2024 and commence trading on 12 September 2024.
Key Dates
- Tuesday 23 July 2024: Record Date: The time that eligibility to participate in the SPP Offer is determined
- Wednesday 24 July 2024: Announcement Date: Announcement of Placement and SPP Offer
- Thursday 1 August 2024: Placement (Tranche 1) Issue Date: Issue of Shares under Tranche 1 of the Placement
- Friday 2 August 2024: Prospectus lodgement date: Prospectus lodged with ASIC and released on ASX; Opening date of SPP Offer
- Wednesday 4 September 2024: General Meeting
- Monday 9 September 2024: Placement (Tranche 2) Issue Date: Issue of Shares under Tranche 2 of the Placement; Closing Date of SPP Offer
- Wednesday 11 September 2024: SPP Results Announcement Date; SPP Issue Date: Issue of SPP Shares under SPP Offer
- Thursday 12 September 2024: Trading Date: Trading of SPP Shares under SPP Offer expected to commence
- Friday 13 September 2024: Dispatch Date: Dispatch of holding statements (SPP Shares)
Keywords
Filings with Classifications
Conference Presentation
- The sources and uses of funds section includes an increase in ramp-up period from 2 years to 3 years and a 3-month delay in first production.
Conference Presentation
- The company requires a new equity requirement of US$793m (including COF).
- Less NRFC US$133m (A$200m).
- Remaining new equity requirement of US$660m.
Quarterly Activities Report and Appendix 5B
- The final investment decision for Nolans has the potential to extend beyond the previously advised window of the first half of 2025 calendar year due to the assessment of a potential joint venture structure.
Quarterly Activities Report and Appendix 5B
- Arafura is assessing a potential joint venture (JV) structure which could significantly reduce the equity required to fund Arafura's remaining project interest.
- The company and its advisors regularly consider and assess options put forward by third parties (including potential corporate and project-level transactions) which could, if implemented, give rise to an alternative pathway to the funding and development of the Project for the benefit of shareholders.
Investor Presentation
- The company plans to raise equity through industry cornerstones, institutional investors, and an offer to new and existing shareholders.
- The equity raise is intended to fund the US$1.2 billion Nolans Project.
Interim Financial Report
- Arafura signed a binding term sheet with the NRFC for a A$200 million investment through unsecured convertible notes.
- The company may seek additional equity to reduce the amount of funding being sought through public raising.
Interim Financial Report
- The net loss decreased compared to the previous year (A$18.85 million vs A$66.87 million).
Update to Agreement
- The gas supply agreement deadline has been extended from February 4, 2025, to March 31, 2025.
Quarterly Activities Report
- The company is engaging with other potential cornerstone investors to secure the remaining equity required for the project.
- The A$200 million investment from the NRFC is expected to be a catalyst for attracting additional equity funding.
Quarterly Activities Report
- The gas supply agreement condition precedent date has been extended to 4 February 2025, with potential for further extension.
Funding Announcement
- The convertible notes will convert into shares at a 40% premium to the reference price, which will be determined by a future equity raising.
- The company expects to announce the equity financing around the time of the Final Investment Decision for the Nolans Project.
Project Update
- The condition precedent date for the gas supply agreement has been extended from December 31, 2024, to February 4, 2025.
Operational Update
- The condition precedent date for the gas supply agreement has been delayed from December 31, 2024, to February 4, 2025.
Operational Update
- The condition precedent date for the gas supply agreement has been extended from December 31, 2024 to February 4, 2025.
Sustainability Report
- A$20 million was received from sophisticated institutional investors.
- An additional A$4.6 million was received from existing shareholders through a share purchase plan.
Revised Presentation
- The company is seeking to raise the remaining equity funding through an offer to new and existing shareholders.
Annual Report Presentation
- The company is seeking to raise the remaining equity funding needed to commence construction.
Annual Report
- Arafura is actively seeking equity funding to reach a final investment decision on the Nolans Project.
Annual Report
- While the company is making progress, the timeline for reaching a final investment decision has been extended due to the complexities of securing funding in a challenging market environment.
Annual Report
- A $20 million institutional placement was completed.
- A share purchase plan is targeting an additional $7 million, with potential for up to $3 million in oversubscriptions.
Annual General Meeting Notice
- If all Placement Options are exercised, the Company will raise an additional $17,578,125 (before costs) to further progress the development of the Nolans Project and for general working capital purposes.
Share Purchase Plan Results
- The SPP raised $4.6 million, which is less than the targeted $7 million.
Share Purchase Plan Results
- The SPP raised $4.6 million (before costs).
- A previous placement raised $20 million.
Capital Raising Announcement
- A$20 million placement completed in two tranches.
- A$7 million target for the share purchase plan (SPP), with a potential for A$3 million in oversubscriptions.
General Meeting Results
- Share issuance under Tranche 1 and Tranche 2 of a placement.
- Share issuance under the SPP (including shortfall offer).
- Share issuance to directors under the SPP.
Share Purchase Plan Announcement
- Arafura Rare Earths is conducting a Share Purchase Plan (SPP) to raise A$7 million before costs.
- The company may accept oversubscriptions up to A$3 million.
- The SPP offer price is A$0.16 per new share.
Prospectus
- The company may offer SPP Shortfall Shares to specific investors if the SPP does not reach its target of $7 million.
- The company has conditional approval for US$775 million in senior debt facilities, an additional US$80 million for a cost overrun facility (COF) and a further US$200 million in the form of a standby liquidity facility (SLF).
Gas Sales Agreement Announcement
- The condition precedent date of the Arafura GSA has been extended by five months to December 31, 2024.
- The start date of the Arafura GSA has been deferred by two years to January 1, 2028.
- The NGP is not expected to reopen until later this year.
Gas Sales Agreement Announcement
- The Arafura GSA supply start date has been deferred by two years to January 1, 2028.
- The Northern Gas Pipeline (NGP) is not expected to re-open until later this year.
Announcement and Media Release
- The company will require further gas contracting and funding arrangements by Central to progress appraisal wells at Mereenie and Palm Valley.
Announcement and Media Release
- The Arafura GSA has been amended, deferring the supply start date by two years to January 1, 2028.
Trading Halt Request
- Arafura Rare Earths is completing the placement component of a capital raising.
- The trading halt is pending an announcement regarding the completion of this placement.
Quarterly Activities Report
- The company intends to execute a capital raising to secure the equity required for the project.
- Barrenjoey has been appointed as a third joint lead manager alongside UBS AG and Canaccord Genuity to assist in raising the equity.
Project Funding Update
- The project includes an increase in ramp-up period (from 2 years to 3 years), and a 3-month delay in first production.
Investor Presentation
- The company is focused on securing equity, leveraging strategic nature of NdPr.
- The balance to be raised through offer to new and existing shareholders.
Investor Presentation
- The sources and uses of funds includes adjustments for a 3-month delay in first production.
Project Funding Update
- The company needs to raise new equity to meet the balance of the Projects funding requirement.
- The COF equity component of US$80 million is targeted to be raised at the same time as the new equity.
Conference Presentation
- The company is planning a potential build-up of equity capital.
- Customer/strategic commitment will drive participation of financial groups.
- The balance to be raised through offer to new and existing shareholders.
Quarterly Activities Report
- The company intends to execute a capital raising when debt financing with key credit approvals is in place.
- The company is targeting a substantial portion of the equity requirement via cornerstone investors ahead of launching a public equity raising with institutions and retail investors.
Conference Presentation
- The company is planning a potential build-up of equity capital.
- The company has appointed Joint Lead Managers.
- The company is seeking customer/strategic commitment to drive participation of financial groups.
- The company is planning to raise capital through an offer to new and existing shareholders.
Disclaimer: This summary was generated by artificial intelligence and its accuracy is not guaranteed. The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.