Business
Proposed Buy Back of RHL Shares
Proposed Buy Back of RHL Shares.
About this update from Metals Exploration Plc
[{"type":"text","content":"\n\n20 June 2024\n \n \nMETALS EXPLORATION PLC\n \nProposed Buy Back of RHL Shares, Settlement with Lenders, Production Fee Deed\n and Update on YMC Acquisition\n \nMetals Exploration plc (AIM: MTL) (\"Metals Exploration\", the \"Company\" or the \"Group\"), a gold producer in the Philippines, is pleased to announce that it has agreed the terms of a conditional settlement agreement with Runruno Holdings Limited (\"RHL\") and D & A Holdings Limited (\"D&A\") (together, the \"RHL Group\"), involving inter alia, the acquisition of RHL's equity holding in the Company's ordinary share capital and the settlement of outstanding debt and legal fees. Further, the Company provides an update on the proposed YMC acquisition. \n \nProposed Buy Back of RHL Shares, Settlement with the RHL Group and Production Fee Deed\n \nFurther to the Company's announcements of 27 March 2024 and 9 May 2024, the Company has agreed the following terms with the RHL Group: \n \nBuy Back of RHL Shares\nSubject to the requisite shareholder approvals being granted, the Company has conditionally agreed to purchase the RHL Group's entire holding in the Company, being 393,513,302 ordinary shares of £0.0001 each in the capital of the Company (\"Ordinary Shares\") (the \"RHL Shares\") over three tranches and at a price of 5 pence per share, by means of an off-market buy back (the \"Buy Back\"). The price of 5 pence per share was agreed by the Company and RHL at a date during negotiations of the Buy Back, based on the 30-day trailing volume weighted average market price at that date. The tranches of the Buy Back would be staged as follows:\n \n· 203,640,000 RHL Shares shortly following the requisite shareholder approvals being granted;\n· 94,936,651 RHL Shares by no later than 30 August 2024; and\n· 94,936,651 RHL Shares by no later than 30 September 2024.\nThe aggregate consideration for the Buy Back would be £19,675,665, which is expected to be satisfied from the Company's existing cash resources and future cash flows generated from operations. If approved, and following each purchase, the Company intends to hold such shares in treasury.\n \nRule 9 Waiver\nThe Buy Back, should it proceed, would result in a proportionate increase in exist...