Tirupati Graphite plc (LON:TGR, TGRHF.OTCQX), the specialist flake graphite company and supplier of the critical mineral for the global energy transition, has announced it has raised gross proceeds of £1,045,000 by way of a private placing of 9,500,000 new ordinary shares of £0.025 each in the capital of the Company at a placing price of £0.11 per Placing Share (the ‘Placing Price’). The Placing Price represents a discount of 8.33% to the closing mid-market price of £0.12 on 16 January 2024. In respect of the Placing, Optiva Securities Limited acted as sole broker and bookrunner to the Company.
The Placing is conditional only on admission of the Placing Shares to the Standard Segment of the Official List of the Financial Conduct Authority and to trading on the Main Market of the London Stock Exchange, with such admission and trading expected to become effective on or about 8.00 a.m. around 22 January 2024.
In addition to the Placing, the Company has accepted a subscription from certain directors and members of the senior management team listed below for 5,663,635 ordinary shares of £0.025 each in the capital of the Company at the Placing Price to be satisfied by set off against certain amounts owing by the Company to the persons listed below in respect of past fees or remuneration in respect of their office with or engagement by the Company.
To avoid the Company incurring additional costs in respect of regulatory requirements under the U.K. Prospectus Regulation regime, the issue and admission of the Subscription Shares will be deferred until such date as the Company has sufficient headroom to admit the Subscription Shares without having to issue a prospectus. It is expected that admission of the Subscription Shares to the Standard Segment of the Official List of the FCA and to trading on the Main Market of the London Stock Exchange will be on or around 24 April 2024 (although this would be further deferred if necessary to ensure that any issuance is not affected during any closed period).
| Sl No | Subscriber Name | Number Subscribed | Amount |
| 1 | Mr Shishir Kumar Poddar | 2,727,273 | £300,000.00 |
| 2 | Erden Investments Limited* | 454,545 | £50,000.00 |
| 3 | Ms Isabel de Salis | 109,091 | £12,000.00 |
| 4 | Mr Hemant Kumar Poddar | 454,545 | £50,000.00 |
| 5 | Mr Uday Pratap Singh | 200,000 | £22,000.00 |
| 6 | Ms Puruvi Poddar | 1,363,636 | £150,000.00 |
| 7 | Mr Christian St John Dennis | 300,000 | £33,000.00 |
| 8 | Mr Alastair Bath | 54,545 | £6,000.00 |
| Total | 5,663,635 | £623,000.00 | |
*Erden Investments Limited is a family-owned Company of Mr. Murat Erden, NED and this is a subscription in cash.
Use of Proceeds
The Placing proceeds will be used for working capital to allow Tirupati Graphite to optimise production from its existing facilities in Madagascar. The capitalisation of outstanding dues to certain directors and senior management under the Subscription will allow the full Placing proceeds to be dedicated to addressing operational working capital requirements.
The Company is engaged in discussions with a range of prospective lenders, aiming to secure additional funding. This funding will be used to enhance production processes, to fully maximise our operational capacity to achieve an annual production goal of 36,000 tons.
Further to the announcement on 28 December 2023, the Company wishes to clarify that no capital has been raised against the convertible debt instrument as at 16 January 2024 and the Company has set it aside focussing on expediting sources of banking finance and other non-dilutive sources of capital. The capital raised shall help the Company meet its ongoing activities optimisation in the meantime.
The Company remains engaged to increase its production in Madagascar with immediate target to reach 1,500 tons per month output and expand its markets in light of growing opportunities.
Shishir Poddar, Executive Chairman of Tirupati Graphite, said:
“Since the beginning of the current financial year, when we had completed the developments initiated after listing in December 2020, we have continued to ramp up operations at our projects despite having limited cash resources. This Placing will support the business while we continue to pursue non-dilutive capital raising efforts.”
“The Placing and subscription will enable us to focus on increasing production and sales from our Madagascar operations which has been restricted due to limited working capital availability.”
Admission and Total Voting Rights
The Placing Shares will rank pari passu with the existing ordinary shares of £0.025 each of the Company and the Placing is conditional only on admission of the Placing Shares to the Standard Segment of the Official List of the Financial Conduct Authority(‘FCA’) and to trading on the Main Market of the London Stock Exchange, with such admission and trading expected to become effective on or about 8.00 a.m. around 22 January 2024 (‘Admission’).
Following Admission of the Placing Shares, the Company’s issued share capital will comprise 124,299,220 ordinary shares of £0.025 each. This figure may be used by shareholders as the denominator for the calculations by which they will determine whether they are required to notify their interest in, or a change to their interest in, the Company under the Financial Conduct Authority’s Disclosure and Transparency Rules.
Following admission of the Subscription Shares (and assuming no further issues of shares following completion of the Placing), the Company’s issued share capital will comprise 129,962,855 ordinary shares of £0.025 each.
On completion of the Placing the Concert Party (as referred to in the Company’s circular published on 29 September 2021) will hold 32,390,472 Ordinary Shares carrying 26.06 per cent. of the voting rights of the Company. Following the completion of the Subscription (and assuming no further issues of shares) the Concert Party will hold 36,935,926 Ordinary Shares carrying 28.67 per cent. of the voting rights of the Company.
