TIDMTGR
RNS Number : 2845N
Tirupati Graphite PLC
29 September 2021
The information communicated within this announcement is deemed
to constitute inside information as stipulated under the Market
Abuse Regulations (EU) No. 596/2014. Upon the publication of this
announcement, this information is considered to be in the public
domain.
29 September 2021
Tirupati Graphite plc ('Tirupati' or the 'Company')
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 GBP6,000,000
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.
Shareholder No. of Consideration Percentage of Consideration
Shares Shares
Shishir Poddar 4,600,000 46%
--------------------- ----------------------------
Hemant Poddar 2,500,000 25%
--------------------- ----------------------------
Puruvi Poddar 750,000 7.5%
--------------------- ----------------------------
Paridhi Poddar 500,000 5%
--------------------- ----------------------------
Madhu Poddar 500,000 5%
--------------------- ----------------------------
Trupti Poddar 500,000 5%
--------------------- ----------------------------
Vijay Bhagat 150,000 1.5%
--------------------- ----------------------------
Uday Pratap 200,000 2%
--------------------- ----------------------------
S.K. Biswal 300,000 3%
--------------------- ----------------------------
TOTAL 10,000,000 100%
--------------------- ----------------------------
Warrants
The Company has issued the following Concert Party Existing
Warrants to the Concert Party:
Name Issue Expiry Number of Exercise
Ordinary price
Shares
Puruvi 31 March 31 March
Poddar 2019 2022 320,000 40p
----------------------- ----------------------- --------------------- --------------------
Puruvi 31 March 31 March
Poddar 2020 2023 480,000 40p
----------------------- ----------------------- --------------------- --------------------
Hemant 31 December 31 December
Poddar 2017 2020* 200,000 30p
----------------------- ----------------------- --------------------- --------------------
Hemant 31 December 31 December
Poddar 2018 2021 240,000 40p
----------------------- ----------------------- --------------------- --------------------
Hemant 31 December 31 December
Poddar 2019 2022 240,000 40p
----------------------- ----------------------- --------------------- --------------------
Shishir 31 December 31 December
Poddar 2017 2020* 600,000 30p
----------------------- ----------------------- --------------------- --------------------
Shishir 31 December 31 December
Poddar 2018 2021 900,000 40p
----------------------- ----------------------- --------------------- --------------------
Shishir 31 December 31 December
Poddar 2019 2022 900,000 40p
----------------------- ----------------------- --------------------- --------------------
The exercise period for the Concert Party Existing Warrants
where the expiry is marked "*" have been extended post Admission by
the Board of the Company and the exercise period for these warrants
now expires on 31 December 2021. This was announced on 15 June
2021.
The Concert Party includes the founders of the Company and its
members include some of the key members of the Company's management
team, including the strategists and primary sources of the
Company's techno-commercial expertise and whose expertise and skill
set will continue to be necessary for the development of the
Company's business. As such the Company and its Independent
Directors consider it to be important that the Concert Party
Existing Warrants (which have been issued as part of the
remuneration packages for the relevant individuals) are able to be
exercised.
The grant of warrants is also intended to be a part of the
remuneration package for the key management of the Company for the
foreseeable future as the Company looks during the current stage of
its development to strike the right balance between the level of
cash salaries and other ways of providing non-cash remuneration to
the senior management team. For this reason, the Company and the
Independent Directors, in addition to asking Independent
Shareholders to approve the Waiver in respect of the Concert Party
Existing Warrants, also want the flexibility to issue the Proposed
Warrants giving the right to acquire up to 9,000,000 Ordinary
Shares in total (comprised of up to 6,000,000 Ordinary Shares to
Shishir Poddar and up to 3,000,000 Ordinary Shares to Puruvi Poddar
as part of their remuneration arrangements agreed to at the time of
Admission). The Proposed Warrants would be issued subject to
approval of the remuneration committee of the Company on a phased
basis annually over the next three years on similar terms to the
Concert Party Existing Warrants with three-year exercise periods
and an exercise price equal to the volume weighted mid-market
closing price of the Ordinary Shares for a period determined by the
remuneration committee prior to the date of issue.
Information on Tirupati
The Company was incorporated under the laws of England and Wales
on 26 April 2017 with a primary focus of specialising in the
exploration for and mining and production of natural flake
graphite, a processed mineral with industrial and technology
applications. Based on its structure-property relationship,
graphite affords a variety of technologically innovative
applications or performances in various industries a number of
which are classified as 'green' industries. The products and uses
for which it is employed include lithium-ion batteries, fuel cells,
two-dimensional graphene, refractories, electrical products,
electric vehicles, flame retardants, solid-state high temperature
lubricant, conductive polymers and friction materials.
The co-founders of the Company Mr. Shishir Poddar and Mr. Hemant
Poddar are promoters and beneficial owners of Tirupati Carbons and
Chemicals Private Limited ("TCCPL"), a privately held Indian
company which is the largest shareholder of the Company, whose
registered office is at 4L, Shree Gopal Complex Court Road Ranchi,
834001 India and founded on 29 December 2006. The Concert Party is
constituted by TCCPL and the members of the immediate family of the
co-founders. The Company's Executive Chairman Mr. Shishir Poddar
has been crucial to the Company's creation and development and
remains the key strategist of the Company. The expertise he has
brought to the Company is recognised by the Directors as integral
to the Company's success. Prior to the first pre-Admission equity
capital raised by the Company in October 2017, the Concert Party
held 30,565,778 Ordinary Shares, representing c. 95% of the
Company's issued ordinary share capital at the time.
The Company listed on 14 December 2020 and at Admission raised
gross proceeds of GBP6 million to fund its initial phase of
development. Taking advantage of favourable markets, a further
GBP10 million was raised in April 2021 to accelerate its
development plans across its three operating divisions.
In Madagascar the Company currently has 12,000 tpa production
capacity of high-quality natural flake graphite. With the funds
raised since its Admission, the Company will be uplifting the
capacity to 30,000 tpa by 2022 and will be expand capacities to
reach a total of 84,000 tpa by 2024 which will make the Company one
of the top five producers of natural flake graphite in the
world.
Concurrently, investments are being made into expanding
downstream projects in India and state-of-the-art Graphene and
Mineral Technology Centre (also in India). Investments into the
downstream business will see current production of 1,200 tpa of
expandable graphite increasing to over 16,200 tpa in 2022 and
subsequently to over 31,000 tpa by 2024 under its development
plans. At the Company's Graphene and Mineral Technology Centre it
will have commercial scale manufacturing capabilities for its
Graphene Oxide and Reduced Graphene Oxide products which is used in
high-tech applications in the world of 2D advanced materials
including fast-charging and foldable phones, consumer wearables,
supercapacitors, energy storage, aerospace, automotive, defence,
medical, high-end sensors, desalination, and filtration to name a
few.
With its recent capital raises, the Company is well funded to
complete its next phase of development putting it in a strong
position to continue to capitalise on growth in the graphite
markets.
For the 52 weeks ended 31 March 2021, the Company reported total
revenues of GBP1,123,426 and Gross profits of GBP635,343. Its
administrative expenses were GBP1,737,304 which resulted in a loss
before tax of GBP1,249,112.
Since its incorporation, the Company has completed two strategic
acquisitions and is progressing development of its projects and the
Independent Directors are encouraged by the Company's previous and
current financial performance and its future prospects as set out
above. The two completed acquisitions provide the basis for the
Group's activities in exploration, mining, basic processing,
production of flake graphite for industrial applications. The
proposed Acquisition of TSGPL provides the basis for downstream
processing for high purity, intercalated, micronized and
shaped/spherical flake graphite products for hi-tech applications
and graphene development. With these acquisitions, the Company has
embarked on a journey to become a fully integrated flake graphite
and graphene company with the Acquisition being identified by the
Independent Directors as an important activity for the Company's
continued development.
Through its two subsidiaries in Madagascar, the Company owns a
graphite producing asset, the Sahamamy Project, and a near-term
graphite producing asset, the Vatomina Project. The projects have
both undergone initial exploration to establish a certified JORC
(2012) mineral resource estimate, and the Company aims to further
develop projects in modules aligned with market development.
TSGPL has developed a start-up flake graphite-based
flame-retardant additive manufacturing unit, the Patalganga
Project, and is intending to further expand this and develop a
comprehensive downstream flake graphite processing plant for
hi-tech specialty graphite products. It is also developing a
research and technology centre, Tirupati Graphene and Mintech
Research Centre which shall consist of a graphene manufacture and
application development facility, cutting edge research and
industry focused technology development.
The Takeover Code
The issue of further Ordinary Shares to members of the Concert
Party (including pursuant to the Acquisition and exercise of the
Concert Party Existing Warrants and the Proposed Warrants if
issued) gives rise to certain considerations under the Takeover
Code and shareholders are entitled to the protections afforded
under the Takeover Code. The Takeover Code is issued and
administered by the Panel. The Takeover Code applies to, inter
alia, a company which has its registered office in the United
Kingdom and whose shares are admitted to trading on the Main
Market, and as such the Takeover Code applies to the Company.
Under Rule 9 of the Takeover Code, where any person acquires,
whether by a series of transactions over a period of time or not,
an interest in shares which (taken together with shares in which
persons acting in concert with him are interested) carry 30% or
more of the voting rights of a company which is subject to the
Takeover Code, that person is normally required to make a general
offer to all the holders of any class of equity share capital and
to the holders of any other class of transferable securities
carrying voting rights in that company to acquire the balance of
their interests in the Company.
Rule 9 of the Takeover Code also provides, amongst other things,
that where any person who, together with persons acting in concert
with him, is interested in shares which in aggregate carry not less
than 30%, but does not hold shares carrying more than 50%, of the
voting rights of a company which is subject to the Takeover Code,
and such person, or any person acting in concert with him, acquires
an additional interest in shares which increases the percentage of
shares carrying voting rights in which he is interested, then that
person is normally required to make a general offer to all the
holders of any class of equity share capital and to the holders of
any other class of transferable securities carrying voting rights
in that company to acquire the balance of their interests in the
company.
An offer under Rule 9 of the Takeover Code must be in cash (or
be accompanied by a cash alternative) at not less than the highest
price paid by the person required to make the offer or any person
acting in concert with him for any interest in shares in the
company during the 12-month period prior to the announcement of the
offer.
For the purposes of the Takeover Code, persons acting in concert
comprise persons who, pursuant to an agreement or understanding
(whether formal or informal), cooperate to obtain or consolidate
control of a company or to frustrate the successful outcome of an
offer for a company. A person and each of its affiliated persons
will be presumed to be acting in concert with each other. Certain
categories of person are presumed to be acting in concert under the
Takeover Code unless the contrary is established. The members of
the Concert Party are presumed to be acting in concert for the
purposes of the Takeover Code.
Waiver of obligations under Rule 9 of the Takeover Code
The Company issued the Concert Party Existing Warrants and
entered into the Acquisition Agreement under which Consideration
Shares are issuable to the Concert Party at a time when the Concert
Party held more than 50% of the issued ordinary share capital of
the Company and the Concert Party was therefore not subject to the
obligations under Rule 9 of the Takeover Code to make a mandatory
offer for the Company if Ordinary Shares were issued to the Concert
Party pursuant to such arrangements. As such, a waiver of the
provisions of Rule 9 of the Takeover Code was not sought at the
relevant times.
Following Admission this position has now changed and unless a
waiver of such requirements is obtained the Concert Party would be
subject to the mandatory offer requirements under Rule 9 of the
Takeover Code were further Ordinary Shares to be issued to the
Concert Party whilst their aggregate percentage interest in the
ordinary share capital of the Company is equal to or greater than
30% but they hold less than 50%. Further details of this
requirement are set out above.
The Company also proposes to issue the Proposed Warrants (to
subscribe for up to 9,000,000 Ordinary Shares in total) to Shishir
Poddar and Puruvi Poddar as part of their remuneration arrangements
agreed to at the time of Admission. In order to enable the
subscription rights that will attach to the Proposed Warrants to be
exercised by them, as members of the Concert Party, a waiver of the
provisions of Rule 9 of the Takeover Code is also required.
As the Company has just completed its Admission it is not
considered practicable or possible in the short term for the
Concert Party to reduce their shareholdings or have such
shareholdings reduced to such a level where the Concert Party would
be interested in less than 30% of the issued ordinary share capital
of the Company following the issue of Ordinary Shares on completion
of the Acquisition and the exercise of the Concert Party Existing
Warrants.
The members of the Concert Party would normally be required to
make a general offer to shareholders pursuant to Rule 9 of the
Takeover Code if they are issued further Ordinary Shares pursuant
to the Share Issuance Arrangements.
Assuming the completion of the following actions (the
"Assumptions"):
a) the issue of 3,880,000 Ordinary Shares following the exercise
of the Concert Party Existing Warrants on the earliest possible
date, being the date of approval of the Resolution;
b) the issue of 10,000,000 Ordinary Shares following the
completion of the Acquisition, 9,350,000 of which are to be issued
to the Vendors, being members of the Concert Party on the earliest
possible date, being upon the Company's receipt of the necessary
regulatory approvals required in connection with the Acquisition,
which are expected to be received within ninety days of the date of
approval of the Resolution;
c) the issue of 9,000,000 Ordinary Shares following the issue
and exercise of all Proposed Warrants on the earliest possible
date, being the dates of issue of the Proposed Warrants, which are
presently anticipated to be issued in annual tranches over four
years, the first date of issue being no earlier than 31 October
2021;
d) no conversion of the Convertible Loan Notes;
e) no exercise of the Existing Warrants held by anyone other than the Concert Party;
f) no issuance of the Suni Consideration Shares; and
g) no other changes to the Company's issued share capital as at the date of this Circular,
the maximum number of Ordinary Shares in issue will be
109,087,767. On the basis of the Assumptions, the Concert Party
will be interested in 54,714,472 Ordinary Shares, being 50.15% of
the issued Ordinary Shares.
However, in accordance with Note 1 on the Notes on the
Dispensations from Rule 9, the Panel has been consulted and has
agreed, subject to the Resolution being passed by the Independent
Shareholders (on a poll) at the General Meeting, to waive the
requirement that would otherwise arise under Rule 9 of the Takeover
Code as a result of the Share Issuance Arrangements. The Resolution
will be passed if approved by a simple majority of votes cast by
Independent Shareholders on a poll. The members of the Concert
Party have undertaken to the Company not to vote on the
Resolution.
As at the date of this Circular, the members of the Concert
Party between them are interested in shares carrying 30% or more of
the Company's voting share capital but do not hold shares carrying
more than 50% of such voting rights and any further increases in
that aggregate interest are subject to the provisions of Rule 9 of
the Takeover Code.
If Independent Shareholders pass the Resolution, the members of
the Concert Party will, on completion of the Share Issuance
Arrangements and based on the Assumptions, between them continue to
be interested in shares carrying 30% or more of the Company's
voting share capital but will not hold shares carrying more than
50% of such voting rights. However, if following the passing of the
Resolution by Independent Shareholders, the members of the Concert
Party exercise the Concert Party Existing Warrants and the Proposed
Warrants in full then, based on the Assumptions, the members of the
Concert Party will, between them, hold more than 50% of the
Company's voting share capital and (for so long as they continue to
be treated as acting in concert) will accordingly be able to
increase their aggregate interests in shares without incurring an
obligation under Rule 9 of the Takeover Code to make a general
offer, although individual members of the Concert Party will not be
able to increase their percentage interests in shares through or
between a Rule 9 threshold without Panel consent.
Further background information in relation to the Concert Party
and the Waiver (including a table setting out respective individual
interests in Ordinary Shares of the members of the Concert Party on
completion of the Share Issuance Arrangements) is set out in Part
II of the Circular.
The Concert Party has informed the Independent Directors that it
will not acquire further Ordinary Shares in circumstances which
would require it to make a mandatory offer for the Company pursuant
to Rule 9 of the Takeover Code. Shareholders should be aware on
that basis that, if the Resolution is not approved by Independent
Shareholders at the General Meeting, the Acquisition will not
complete on its current terms and the Company will therefore be
required to abandon plans to acquire TSGPL or otherwise seek to
amend the terms of the Acquisition. Further, if the Resolution is
not approved the relevant members of the Concert Party will not at
present be able to exercise their Concert Party Existing Warrants
(and the Proposed Warrants if issued may not be able to be
exercised). This may lead to the Concert Party Existing Warrants
and the Proposed Warrants expiring without being able to be
exercised.
Accordingly, it is the Company's and its Independent Directors'
view that the passing of the Resolution is in the best interests of
the Company, and further that the assurances given by the Concert
Party are genuine and sufficiently robust to afford the Company
ample protection in the event that the Resolution is approved.
Independent advice provided to the Board
The Takeover Code requires the Board to obtain competent
independent advice regarding the merits of the Share Issuance
Arrangements which are the subject of the Resolution, the
controlling position which it will create, and the effect it will
have on shareholders generally.
Accordingly, Optiva, as the Company's financial adviser, has
provided formal advice to the Independent Directors regarding the
Share Issuance Arrangements.
General Meeting
You will find a Notice convening the General Meeting of the
Company at the end of this Circular. The General Meeting will be
held at the offices of Bird & Bird LLP, 12 New Fetter Lane at
10:15 a.m. on 28 October 2021 (or such later time as the annual
general meeting of the Company being held on the same date is
completed) to consider and, if thought appropriate, pass the
Resolution summarised below.
The Resolution, which will be proposed as an ordinary
resolution, is to approve the Panel's waiver of Rule 9 of the
Takeover Code in relation to the Share Issuance Arrangements. This
resolution will be taken on a poll of the Independent Shareholders
only and, in order to be passed, requires a simple majority of the
issued Ordinary Shares held by the Independent Shareholders present
(whether in person or by proxy) at the General Meeting.
Action to be taken by Independent Shareholders
The purpose of the Circular is to give you details of, and the
reasons for, the arrangements with the Concert Party that involve
the potential issue of further Ordinary Shares and to explain why
the Company and the Independent Directors consider such
arrangements to be in the best interests of the Company and its
shareholders as a whole and why the Independent Directors recommend
that you vote in favour of the Resolution to be proposed at the
General Meeting, notice of which is set out at the end of this
Circular.
General Meeting
The Board has been closely monitoring the Covid-19 pandemic and
mindful of the health and wellbeing of our shareholders and
employees and as such Shareholders are encouraged to use their
right to appoint the Chairman of the General Meeting as their
proxy. Shareholders can do this by using one of the methods
detailed in the notes to the Notice as soon as possible. It is
important to note that the submission of a Form of Proxy in this
manner will not preclude shareholders from attending the meeting in
person, where this is still possible. Accordingly, we expect only a
small number of shareholders to attend the General Meeting in
person. Although we expect attendance in person at the General
Meeting to be possible, in light of the ongoing COVID-19 situation
and the uncertainties regarding future developments, we strongly
encourage shareholders not to attend the General Meeting in person
and appoint the Chairman of the General Meeting as their proxy. You
are requested to complete, sign and return a Form of Proxy in
accordance with the instructions printed thereon so as to be
received by the Registrar, Share Registrars Limited, no later than
10:15 a.m. on 26 October 2021.
Should you still wish to attend in person, we kindly ask that
you register your interest in attending by emailing
peter@london-registrars.co.uk. Please note that it may be necessary
to place restrictions on the number of attendees and/or prescribe
other entry requirements.
Given the constantly evolving nature of the situation, we want
to ensure that we are able to adapt these arrangements efficiently
to respond to changes in circumstances. On this basis, should the
situation change such that we consider that it is no longer
possible for shareholders to attend the meeting, we may have to
make alternative arrangements for the General Meeting. Should we
have to change the arrangements in this way, it is likely that we
will not be in a position to accommodate shareholders beyond the
minimum required to hold a quorate meeting which will be achieved
through the attendance of employee shareholders only. If there are
any changes to the current arrangements for the General Meeting,
the information will be made available on our website and, where
appropriate, by an announcement via a Regulatory Information
Service.
Additional Information
Your attention is drawn to the additional information set out in
Part III of the Circular.
Irrevocable Undertakings
Irrevocable undertakings have been received from the following
individuals to vote in favour of the Resolution:
Individual Beneficial shareholding % Independent Existing
Issued Share Capital
Christian St. John-Dennis 1,359,210 2.53%
------------------------ -----------------------
Rajesh Kedia 430,227 0.8%
------------------------ -----------------------
Lincoln Moore 33,333 0.06%
------------------------ -----------------------
TOTAL 1,822,770 3.39%
------------------------ -----------------------
The Company has therefore received irrevocable undertakings to
vote in favour of the Resolution to be proposed at the General
Meeting representing a total of 1,822,770 Ordinary Shares, or 3.39%
of the Independent Existing Issued Share Capital.
There are no conditions to which these irrevocable undertakings
are subject, nor are there any circumstances in which such
irrevocable undertakings would cease to be binding on the
individuals giving them.
Further details of the interests and dealings of the individuals
giving these irrevocable undertakings can be found at paragraphs
5.3(b) and 5.4(b) of Part II of the Circular.
Independent Directors' Recommendation
The Independent Directors, having been so advised by Optiva,
consider that the terms of the Share Issuance Arrangements and the
Waiver are fair and reasonable and in the best interests of the
Independent Shareholders and the Company as a whole. In providing
advice to the Independent Directors, Optiva has taken into account
the Independent Directors' commercial assessments. Accordingly, the
Independent Directors recommend that Independent Shareholders vote
in favour of the Resolution and have given irrevocable undertakings
to the Company to vote in favour of the Resolution in respect of
their own beneficial holdings of 1,822,770 Ordinary Shares,
representing 3.39% of the Independent Existing Issued Share Capital
as detailed above.
Shishir Poddar and Hemant Poddar are not considered independent
in respect of the Waiver by virtue of their membership of the
Concert Party and so are not making any recommendation in respect
of the Resolution.
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 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
----------------------------
St Brides Partners Ltd (Financial PR) info@stbridespartners.co.uk
Isabel de Salis / Oonagh Reidy
----------------------------
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(R) and GrafEN 45545(TM).
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.
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(END) Dow Jones Newswires
September 29, 2021 02:00 ET (06:00 GMT)
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