Posting of Shareholder Circular
Approval Of Waiver of Obligations Under Rule 9 of the Takeover Code
Incorporating a Notice of General Meeting
Tirupati Graphite plc, the fully integrated, revenue-generating, specialist graphite producer and graphene and advanced materials developer, has posted a Circular (‘the Circular’) on its website, www.tirupatigraphite.co.uk, with regards to the proposed acquisition of the entire issued share capital of Tirupati Specialty Graphite Private Limited, proposed exercise of certain Existing Warrants and approval of the issue of further Proposed Warrants and resultant requirement for approval of a waiver of obligations under Rule 9 of the Takeover Code. The Circular includes a Notice of General Meeting to be held be held at the offices of Bird & Bird LLP, 12 New Fetter Lane at 10:15 a.m. on 28 October 2021.
Introduction
The purpose of the Circular is to obtain the approval of the Independent Shareholders to a waiver of obligations under Rule 9 of the Takeover Code in respect of certain issues of Ordinary Shares and warrants to subscribe for Ordinary Shares of the Company.
The Company was admitted to the Official List of the FCA (by way of a standard listing under Chapter 14 of the Listing Rules) and to trading on the Main Market for listed securities on 14 December 2020. The Company has a single class of Ordinary Share all of which carry voting rights.
The Company has a Concert Party for the purposes of the Takeover Code comprising TCCPL, Shishir Poddar, Hemant Poddar, Puruvi Poddar, Paridhi Poddar, Madhu Poddar and Trupti Poddar. Further details of the Concert Party are set out in paragraph 2 of Part II of the Circular. Immediately prior to Admission, the Concert Party was interested in 32,162,250 Ordinary Shares representing 52.36% of the issued ordinary share capital of the Company immediately prior to Admission.
As part of the Admission, the Company raised £6,000,000 pursuant to a placing and intermediaries offer (the “Offer”) of 13,333,334 Ordinary Shares at 45 pence per share. Certain members of the Concert Party subscribed for an aggregate of 322,222 Ordinary Shares pursuant to the Offer.
Following Admission and the completion of the Offer, the Concert Party held 32,484,472 Ordinary Shares representing 43.45% of the then issued ordinary share capital of the Company. As at the date of this Circular the issued share capital of the Company is 86,207,767 Ordinary Shares and the Concert Party holds 32,484,472 Ordinary Shares which at the date of this document represent 37.68% of the Existing Issued Share Capital.
The Acquisition of TSGPL
On 10 October 2018, the Company conditionally agreed to acquire a 100% interest in Tirupati Specialty Graphite Private Limited, a business engaged in developing downstream value-added flake graphite processing facilities in India.
The total consideration for the Acquisition is to be satisfied by the issue of the 10,000,000 Ordinary Shares to the Vendors. The Vendors who are members of the Concert Party are to be issued 9,350,000 of the Consideration Shares on completion of the Acquisition.
The Acquisition is a key part of the strategy for the Company presented to shareholders and investors as part of the Admission and is disclosed in the prospectus issued at the time of Admission. The Company and its Independent Directors continue to believe that the Acquisition and the development of downstream processing capabilities by the Company will promote the success of the Company and that this is an important part of the Company’s business strategy. Further, the Company and its Independent Directors believe that if the Acquisition were not to proceed there would be a detrimental impact on the Company’s financial and trading position and prospects. The completion of the Acquisition continues to be subject to the Company obtaining certain regulatory approvals which will be applied for subject to the approval of the Resolution. It is anticipated that subject to the Resolution being passed at the General Meeting the completion of the Acquisition could take place later in 2021.
On completion of the Acquisition the following Consideration Shares will be issued.
Tirupati Graphite Plc
Puruvi Poddar
+44 (0) 20 3984 9894
Notes
Tirupati Graphite Plc is a revenue-generating, multi-asset, multi-jurisdictional, fully integrated producer and developer of high-grade natural flake graphite, speciality graphite and graphene and graphene enhanced advanced materials. With a unique set of properties, graphite has diverse applications with multiple growth streams and graphene forms the new generation of 2D and advanced materials. The Company places a special emphasis on “green” applications, including renewable energy and energy efficiency, energy storage, thermal management, and advanced materials development, 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; 12,000 tpa of high-quality flake graphite concentrate with up to 96% purity is the current capacity of these projects and flake graphite being produced is sold to customers globally. The projects are under staged development and total capacity is planned to increase to 84,000 tpa by 2024 as per the Company’s modular medium-term development plan.
In India, through Tirupati Speciality Graphite Private Limited (‘TSG’), with whom the Company has a binding acquisition agreement subject to regulatory approvals, Tirupati is developing a suite of speciality graphite for use in hi-tech applications like lithium-ion batteries, fire retardants, thermal management, and composites. Its current operations include the 1,200 tpa Patalganga Project, focused on manufacturing the Company’s trademarked expandable graphite products CARBOFLAMEX® and GrafEN 45545™. TSG is further developing 30,000 tpa specialty graphite project in two equal size modules and has developed unique green processing technologies for manufacturing these advanced materials.
TSG is also developing the Tirupati Graphene and Mintech Research Centre (‘TGMRC’), a state-of-the-art R&D centre focussed on manufacturing graphene, developing its applications and advanced materials using graphene, and further providing environmentally friendly technologies consultancy for mineral processing. Commercial operations commenced in July 2021 having completed Stage 1 of the centre’s development plan.
