Ironveld proposed placing – “Don’t be a turkey”

July 13, 2022 | Posted by

This morning’s RNS from Ironveld is so shocking in its audacity in (1) completely ignoring the merry dance we have all been subjected to (and management must carry responsibility for) by Grosvenor ref the delivery of their promised £5m for over 12 months and (2) the awarding of broker warrants, management shares etc at this descrated price that it is frankly difficult to find the words. Not only that, but to attempt to blame me for the depleted placing price for trying to throw out management whom I perceive to be a complete failure for shareholders is quite incredible. The hard fact is that when they asked me if I would be part of a discounted placing I was steadfast that I would not be part of any raise below 1 pence per share and indeed came forth for £750k of my and Align’s own hard cash at this level in our proposal as detailed HERE. At the time their “book build” was nowhere near £4m and I suspect I was one of the first calls. That line is disingenous in extremis.

Looking closely at the Placing route announced today in contrast to the proposal Align and co-investees put forward there are a number of inconsistencies in the RNS as we see it:

1 – They now state that £2m is required for the initial refurb on top of the first £750k. Our proposal provided for the complete cover of these amounts with a guaranteed £3m anchored around the 1 pence level. With the announcement of a formal offtake with Glencore and sales within 12 months, given that our debt was a BULLET coupon and at a very palatable 12% this would have meant that the £240k p.a. of servicing cost would have only been paid on the repayment date. In effect all the disbursed funds would have been applied to the smelter refurb. Moreover, given their quite jaw dropping tweet this morning that they continue to “progress” their discussions with Grosvenor, in our proposal they could not have drawn the debt if by some miracle Grosvenor found £5m down the back of the sofa and there were no penalties for early repayment! Managements comments here are so disjointed and contradictory.

2 – I can confirm that Martin Eales confirmed to me at a meeting in London in November last year & reiterated again in April of this year that his and the BoD’s salaries would ALL be converted into shares at the average price over the period that it was deferred. This has been thrown out of the window this morn with the conversion of the vast majority at the 0.3p level – again this is designed to ensure maximum dilution.

3 – You will note that the GM voting to remove Eales and Clarke has not been tacked onto the 1 August GM – this is of course to try and ensure that any parties voting with us to remove them and start afresh with the company will be diluted before then. It is a further measure designed to frustrate me and by extension all other existing shareholders inclined towards our proposal.

4 – The Broker Option is laughable ref allowing “in TPI’s discretion” existing shareholders to hold their corner. The option is for £1m and so there is no way for all shareholders to “hold their corner” – put simply the discounted equity is going to TPI clients/new shareholders as opposed to a solid corporate/existing holder in our proposal.

5 – We simply have no words for this line – “In the event that the Placing is completed but relevant resolutions necessary for the issue of TPI’s Broker Warrants are not passed at the general meeting on 1 August 2022, the Company has agreed to issue twice the quantity of such warrants subject to shareholders passing the necessary resolutions at the Company’s next Annual General Meeting.” We will let shareholders form their own judgements on this and hopefully vote accordingly at the forthcoming GM.

6 – This statement ref our funding also defies belief – “Other offers of funding to the Company (including those from Mr Jennings) included high proportions of debt with onerous terms that would have to be repaid at the end of their term either in cash or shares at the prevailing price – which could be lower than today – and typically with the requirement to also award extremely high levels of warrants with no fixed floor price.” Management are stating that they expect sales within the first 12 months and therefore the fixed equity and debt element of £3m as proposed by us would have carried them to cash flow positivity. To then isssue TPI 417m warrants and potentially 834m if shareholders vote against this travesty has us lost for words set against this last statement sentence. How a lawyer signed off on that we do not know.

7 – If this is such a good deal then why are the BoD putting only £100k cash into this placing over and above the material salary conversion & already committed debt conversion? 

We have received numerous messages in recent days and in particular this morning from existing (and large) shareholders that frankly cannot believe the RNS in front of their eyes. This battle is only just beginning. Watch this space for further developments.

A vote in favour of the Disapplication of Pre-emption rights on the 1st August is a vote for incredible dilution, monumental broker warrants the likes of which I have never seen and incumbent management that has been unable to conclude any 3rd party co investor deal for several years remaining in situ. It is “turkey’s voting for Xmas”! You have a choice on the 1st August at the GM to stop this. Use that vote wisely.