FinnAust Mining plc / EPIC: FAM / Market: AIM / Sector: Mining

20 February 2017

FinnAust Mining plc ('FinnAust' or the 'Company')

 

Exercise of the Bluejay Option, Rule 9 Waiver, Change of Name to Bluejay Mining plc and Notice of General Meeting

 

FinnAust Mining plc, the AIM and FSE listed company with projects in Greenland & Finland, is pleased to announce that it is the intention of the Company to exercise the option to acquire 82,560 shares of Bluejay Mining Limited ('Bluejay') (the 'Bluejay Option') representing 39.63 per cent. of Bluejay that it does not already own.  Exercising the Bluejay Option will result in the Company increasing its ownership in Bluejay and the Pituffik Titanium Project ('Pituffik' or 'Pituffik Project') from 60.37 per cent. to 100 per cent.  Following the exercise of the Bluejay Option, the Company intends to change its name to Bluejay Mining plc. Exercising the Bluejay Option and the change of name is conditional on Shareholder approval to be sought at a General Meeting to be held by FinnAust, details of which are set out below.

 

Highlights

 

·    FinnAust to increase interest in Bluejay to 100 per cent.  Bluejay is the 100 per cent. owner of the 150km² high grade Pituffik Titanium Project located in North West Greenland. The Pituffik Project comprises three main exploration target areas across more than 80km of coastline historically proven to contain large and high-grade accumulations of primary ilmenite, with mining in Greenland envisaged to be achieved via a low capex dredging operation.

 

·    The Pituffik Project has demonstrated the potential to be a top percentile ilmenite project in terms of heavy mineral grade with the maiden mineral resource targeted to be published in Q1 2017.

 

·    Advancing the Pituffik Project continues to be the Company's primary focus. The near term strategy of the Company is the delivery of a bulk sample during 2017 and larger scale production in 2018.

 

·    The Directors believe that moving to 100% ownership of the Pituffik Project will provide certainty of title and remove any issues associated with joint venture partners.

 

·    The consideration for Bluejay was agreed in December 2015 with the number of shares to be issued pursuant to the Exercise of the Bluejay Option agreed at the time the Company purchased its initial interest in 60.37 per cent. of Bluejay (see RNS dated 9 December 2015).

 

·    Acquisition price of £594,393 to be satisfied by the issue of 108,071,388 new Ordinary Shares to the Bluejay Vendors.

 

·    Recent placing of 76,428,572 Ordinary Shares at 7 pence to raise £5.35m in December 2016 demonstrated strong support for the Company and the Pituffik Project.

 

FinnAust Managing Director Rod McIllree said, "Pituffik has proven its potential to be in the top percentile of ilmenite projects in terms of heavy mineral grade.   With a maiden mineral resource targeted to be published in Q1 2017, a bulk sample due later this year, and larger scale production targeted in 2018, we believe the Project offers significant value upside.  It is therefore our intention, subject to shareholder approval, to increase our interest in the Project to 100 per cent. by acquiring the remaining 39.63 per cent. interest in Bluejay which we do not currently own.  Being the sole owner of Pittufik will ensure that the Company benefits from maximum exposure to this highly prospective asset and will also aid future development plans by having a simplified ownership structure. 

 

"Whilst we maintain additional assets in Finland, which offer further upside to our company, our primary development focus is undoubtedly on our portfolio of assets in Greenland.  Accordingly, we are proposing a change of name to BlueJay Mining plc.  This change is again subject to shareholder approval at a General Meeting to be held in a few weeks time.  We believe the proposed change of name and exercise of the Bluejay Option will best position our company for growth."

 

Notice of General Meeting

The Board of FinnAust announces a General Meeting of the Company to be held at The Washington Mayfair Hotel, 5 Curzon Street, London, W1J 5HE on 10 March 2017 at 10:00 a.m. for the purposes of approving the exercise of the Bluejay Option.

 

The circular convening the General Meeting dated 20 February 2017 ('Circular') will be posted to shareholders today. Further details of the Bluejay Acquisition (which constitutes a related party transaction under the AIM Rules for Companies), Rule 9 Waiver and Change of Name as extracted from the Circular are set out below.

 

The Circular is available at www.finnaust.com

 

**ENDS**

 

For further information, please visit www.finnaust.com or contact:

 

Roderick McIllree	FinnAust Mining plc	+44 (0) 20 7907 9326
Graham Marshall	FinnAust Mining plc	+44 (0) 20 7907 9326
Ewan Leggat	SP Angel Corporate Finance LLP	+44 (0) 20 3470 0470
Laura Harrison	SP Angel Corporate Finance LLP	+44 (0) 20 3470 0470
Elisabeth Cowell	St Brides Partners Ltd	+44 (0) 20 7236 1177
Charlotte Page	St Brides Partners Ltd	+44 (0) 20 7236 1177

 

Market Abuse Regulation (MAR) Disclosure

Certain information contained in this announcement would have been deemed inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 until the release of this announcement.

 

Circular

Extracts from the Circular are set out below. The same definitions apply throughout this announcement as are applied in the Circular. A list of definitions is set out at the end of this announcement.

 

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

 

Date of this document	20 February 2017
Last time and date of receipt of Forms of Proxy	10.00 a.m. on 8 March 2017
Ordinary Shares to begin trading under the new name and TIDM	On or around 8.00 a.m on 13 March 2017
Admission of Consideration Shares	On or around 13 March 2017

 

KEY STATISTICS

 

Number of Ordinary Shares as at the date of this document	619,169,499
Consideration Shares to be issued pursuant to the Exercise of the Bluejay Option	108,071,388
Enlarged Issued Share Capital*	727,240,887
Consideration Shares as a percentage of the Enlarged Issued Share Capital	14.86%
International Security Identification Number (ISIN) of the Ordinary Shares	GB00BFD3VF20
Legal Entity Identifier (LEI)	213800E9AEFEHFLOVJ19
Tradeable Instrument Display Mnemonic (TIDM)	FAM
New TIDM following the change of name	JAY

 

 

*assuming no options or warrants are exercised between the date of this document and Admission

 

 

 

PART I

 

LETTER FROM THE BOARD

 

1 Introduction

On 8 December 2015, the Company entered into a sale and purchase agreement to conditionally acquire a 60.37 per cent. stake in Bluejay Mining Limited, which holds the mineral resource exploration licence for the Pituffik Project. Following receipt of change of control consent from the Greenlandic authorities, the acquisition of this majority stake in Bluejay was completed on 8 March 2016.  Under the terms of the sale and purchase agreement the Company was also granted an option to acquire the remaining 39.63 per cent. of Bluejay by way of the issue of 108,071,388 new Ordinary Shares to the Bluejay Vendors, pro rata, to their respective holdings in Bluejay.

 

It is the intention of the Company to exercise the Bluejay Option which would result in FinnAust increasing its ownership of Bluejay and the Pituffik Project to 100 per cent. 

 

The issue by the Company of the Consideration Shares to the Bluejay Vendors pursuant to the Exercise of the Bluejay Option gives rise to certain considerations under the Takeover Code. The issue of the Consideration Shares to the Bluejay Vendors requires Independent Shareholder approval of the Waiver under Rule 9 of the Takeover Code. 

 

Approval of Shareholders other than Western Areas and the Bluejay Vendors is therefore being sought, by means of the Whitewash Resolution, to the Waiver, which the Panel has granted subject to such approval of the Independent Shareholders being obtained.

 

The purpose of this document is to provide Independent Shareholders with further details of the Waiver and the Exercise of the Bluejay Option.

 

Further details on the background to and terms of the Proposed Transaction are set out below.

 

2 Background to and reasons for the Exercise of the Bluejay Option

Bluejay is the 100 per cent. owner of the 150km² high grade Pituffik titanium project located in North West Greenland. The Pituffik Project comprises three main exploration target areas across more than 80km of coastline historically proven to contain large and high-grade accumulations of primary ilmenite, with mining in Greenland envisaged to be achieved via a low capex dredging operation. 

 

The Company currently has an interest in 60.37 per cent. of the Pituffik Project via its existing shareholding in Bluejay. The Company was focused on developing the Pituffik Project throughout 2016 and it continues to be the Company's primary focus. The Pituffik Project has demonstrated the potential to be a top percentile ilmenite project in terms of heavy mineral grade with the maiden mineral resource targeted to be published in the first quarter of 2017. FinnAust's near term strategy for the Pituffik Project remains the delivery of a bulk sample during 2017 and larger scale production in 2018.

 

Roderick McIllree and Gregory Kuenzel, both Directors of FinnAust, are amongst the vendors of Bluejay. It is the opinion of the Board that the Exercise of the Bluejay Option by the Company will ensure Bluejay becomes a wholly owned subsidiary of the Company and will mitigate any potential future conflicts of interest which may arise as a result of Roderick McIllree's and/or Gregory Kuenzel's interest in Bluejay.

 

The Directors believe that FinnAust moving to 100% ownership of the Pituffik Project will provide certainty of title and remove any issues associated with joint venture partners.

 

The consideration for Bluejay was agreed in December 2015 with the number of new Ordinary Shares to be issued pursuant to the Exercise of the Bluejay Option agreed at the time the Company purchased its initial interest in 60.37 per cent. of Bluejay.

 

The recipients of a majority of the Consideration Shares, being the Bluejay Vendors, consist of board members or consultants of the Company and are the team members who are working to deliver the Pituffik Project. The issue of the Consideration Shares to these board members and senior managers is considered to further align management and Shareholders' interests in increasing the value of the Pituffik Project due to their shareholdings in Bluejay and the Company.

 

If Bluejay had been fully consolidated into the Company's accounts from 1 January 2015, the consolidated statement of income of the Group for the year ended 30 June 2016 would have shown an additional loss of £6,300 and revenue would have remained unchanged. There would be no change to FinnAust's assets or liabilities as Bluejay is already controlled by FinnAust and therefore consolidated into the Group statement of financial position.

 

Since the publication of the final results for the year ended 30 June 2016 the following key events have taken place:

 

·    On 13 July 2016 the Company raised £500,000 via the issue and allotment of 10,000,000 new Ordinary Shares at 5 pence per share;

·    On 5 September 2016 the Group proposed to acquire 100% of Avannaa Exploration Limited ('Avannaa') for consideration of £500,000 to be paid via the issue and allotment of new Ordinary Shares, and on 5 January 2017 the Company successfully completed the acquisition of Avannaa and issued 7,584,238 new Ordinary Shares; and

·    On 8 December 2016 the Company raised £5,350,000, before expenses by the issue and allotment of 76,428,572 new Ordinary Shares at 7 pence per share.

 

3 Principal terms of the Bluejay Acquisition Agreement

On 8 December 2015, the Company entered into a sale and purchase agreement, pursuant to which it conditionally agreed to acquire 125,788 shares of no par value each in Bluejay representing an interest of 60.37 per cent. of Bluejay for a maximum purchase price of £905,607, based on a total maximum valuation of Bluejay of £1.5 million, to be satisfied by the issue of up to 164,655,885 new Ordinary Shares to the Bluejay Vendors, pro rata, to their respective holdings in Bluejay as follows:

 

(a)   the allotment and issue of the initial consideration shares, namely, 123,900,000 new Ordinary Shares on the satisfaction of the conditions (being the December 2015 Placing and obtaining the change of control consent from the Greenlandic authorities in respect of Bluejay in its capacity as the holder of the mineral exploration permit for the Pituffik Project) of the Initial Bluejay Acquisition, which occurred on 8 March 2016; and

(b)   the allotment and issue of the deferred consideration shares, namely, 40,755,885 new Ordinary Shares, subject to certain conditions (being grant of mineral exploration permit to Bluejay over the offshore Pituffik project area and the deferred shares not triggering a mandatory offer pursuant to Rule 9 of the Takeover Code), which occurred on 8 December 2016.

 

Under the terms of the Bluejay Acquisition Agreement, the Company was also granted an option by the Bluejay Vendors to acquire the remaining 39.63 per cent. of Bluejay for the sum of £594,393 to be satisfied by the issue of 108,071,388 new Ordinary Shares to the Bluejay Vendors, pro rata, to their respective holdings in Bluejay. The expiry date of the Bluejay Option is 8 March 2020.

 

It is the Company's intention to exercise the Bluejay Option as soon as possible. However, the issue of the Consideration Shares to the Bluejay Vendors gives rise to certain considerations under the Takeover Code. Approval of Shareholders other than Western Areas and the Bluejay Vendors is therefore being sought, by means of the Whitewash Resolution, to a waiver of this offer obligation (the "Waiver"), which the Panel has granted subject to such approval of the Independent Shareholders being obtained.

 

The purpose of this document is to provide Independent Shareholders with further details of the Waiver and to explain why SP Angel considers that the Waiver is in the best interests of both the Company and the Independent Shareholders as a whole.

 

The Exercise of the Bluejay Option also constitutes a related party transaction as defined by the AIM Rules for Companies.

 

Further information in relation to these matters is set out below.

 

4 Takeover Code and Concert Party

The Takeover Code is issued and administered by the Panel. The Takeover Code applies to all takeover and merger transactions, however effected, where the offeree company is, inter alia, a listed or unlisted public company incorporated in the United Kingdom. The Company is such a company and Shareholders are entitled to the protections afforded by the Takeover Code.

 

Under Rule 9 of the Takeover Code, any person who acquires an interest (as defined in the Takeover Code) in shares which, taken together with shares in which he and persons acting in concert with him are already interested, carry 30 per cent. or more of the voting rights in a company which is subject to the Takeover Code is required to make a general offer to all the remaining shareholders to acquire their shares.

 

Similarly, when any person, together with persons acting in concert with him, is interested in shares which, in aggregate, carry not less than 30 per cent. of the voting rights of a company but does not hold shares carrying more than 50 per cent. of such voting rights, a general offer will normally be required if any further interest in shares is acquired by any such person, or any person acting in concert with him, which increases the percentage of shares carrying voting rights in which he is interested.

 

An offer under Rule 9 must be made in cash (or with a full cash alternative) at a price 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 of the company during the 12 months prior to the announcement of the offer.

 

Rule 9 of the Takeover Code further provides, amongst other things, that where any person who, together with persons acting in concert with him holds over 50 per cent. of the voting rights of a company, acquires an interest in shares which carry additional voting rights, then they will not be required to make a general offer to the other shareholders to acquire the balance of their shares.

 

Under the Takeover Code, a concert party arises where persons who, pursuant to an agreement or understanding (whether formal or informal), co-operate to obtain or consolidate control (as defined below) of a company or to frustrate the successful outcome of an offer for a company. Control means holding, or aggregate holdings, of shares carrying 30 per cent. or more of the voting rights of the company, irrespective of whether the holding or holdings give de facto control.

 

As set out in the December 2015 Circular, the Panel determined that pursuant to the Initial Bluejay Acquisition, the Bluejay Vendors are acting in concert with each other and Western Areas is acting in concert with the Bluejay Vendors (the "Concert Party").

 

As at the date of this document, Western Areas holds an interest in 138,611,112 Ordinary Shares representing 22.39 per cent. of the Existing Ordinary Shares and the Bluejay Vendors hold an interest in 163,190,336 Ordinary Shares representing 26.36 per cent. of the Existing Ordinary Shares. Therefore, in aggregate, the Concert Party is interested in 301,801,448 Ordinary Shares which represents 48.74 per cent of the voting rights of the Company.

 

A table which sets out the current interests, interests following completion of the Proposed Transaction and maximum potential interests in the ordinary share capital of the Company for each member of the Concert Party is set out in Part II of this document. 

 

Following completion of the Proposed Transaction, Western Areas will have an interest in 138,611,112 Ordinary Shares which will represent 19.06 per cent of the Enlarged Issued Share Capital and the Bluejay Vendors will have an interest in 271,261,724 Ordinary Shares which will represent 37.30 per cent of the Enlarged Issued Share Capital. Therefore, in aggregate, the Concert Party will be interested in 409,872,836 Ordinary Shares which will represent 56.36 per cent of the total voting rights of the Company.

 

Due to the Share Options, the maximum potential interest in the Company of the Bluejay Vendors is 275,111,724 Ordinary Shares, which would represent 37.63 per cent of the total voting rights of the Company. The maximum potential interest of the Concert Party is therefore 413,722,836 Ordinary Shares which would represent 56.59 per cent of the total voting rights of the Company.

 

The Bluejay Vendors, in aggregate, will have a maximum potential interest in more than 30 per cent. but less than 50 per cent. of the voting rights of the Company following completion of the Bluejay Acquisition. Each of the Bluejay Vendors will therefore be prevented from acquiring any Ordinary Shares, other than through the exercise of the Share Options, without incurring a further obligation under Rule 9 to make a general offer.

 

Shareholders should note that the Concert Party currently holds less than 50 per cent. of the voting rights of the Company. The Concert Party will hold over 50 per cent. of the voting rights of the Company when the Consideration Shares are issued. Following completion of the Bluejay Acquisition, the Bluejay Vendors will not be permitted to increase their maximum potential interests in the voting rights of the Company through or between a Rule 9 threshold without Panel consent. Western Areas will be able to increase its interests in the voting rights of the Company, but will not be permitted to cross the Rule 9 threshold (being 30 per cent or more of the voting rights) without Panel consent.

 

Further background information in relation to the Bluejay Vendors, Western Areas and the Waiver is set out in Part II of this document.

 

5 Related Party Transaction

The Exercise of the Bluejay Option constitutes a related party transaction as defined by the AIM Rules for Companies, due to the fact that two of the Bluejay Vendors, being Gregory Kuenzel and Roderick McIllree, are Directors of the Company. As a result of the Proposed Transaction Gregory Kuenzel will receive 15,147,257 of the Consideration Shares and Roderick McIllree will receive 37,477,556 of the Consideration Shares. In addition, Jeremy Whybrow, another Bluejay Vendor, has been a substantial shareholder of the Company in the last 12 months and he will receive 37,477,556 of the Consideration Shares.

 

Graham Marshall, Non-Executive Chairman of the Company is not deemed to be independent for the purpose of the Exercise of the Bluejay Option as he is also an employee of Western Areas. There is therefore, no independent director for the purpose of the related party transaction as defined by the AIM Rules.

 

The Company's Nominated Adviser, SP Angel, considers that the terms of the Exercise of the Bluejay Option and the Bluejay Acquisition are fair and reasonable insofar as Shareholders are concerned.

                                                                                                                     

6 Change of Name

In order to better reflect the focus of the Company's operations, it is proposed that the name of the Company be changed to Bluejay Mining plc. The new TIDM will be JAY. The change of name is conditional upon the Independent Shareholders approving the Proposed Transaction and Resolution 5 being passed by Shareholders at the General Meeting.

 

7 General Meeting

You will find at the end of this document a notice convening the General Meeting to be held at 10:00 a.m. on 10 March 2017 at The Washington Mayfair Hotel, 5 Curzon Street, London, W1J 5HE. The Resolutions to be proposed at the General Meeting are as follows:

Resolution 1 - Approval of the Proposed Transaction

This is an ordinary resolution proposing that the Exercise of the Bluejay Option by the Company (which constitutes a related party transaction as defined by the AIM Rules for Companies) be and is hereby approved and that the directors of the Company be and are hereby authorised to do all such things as any of them may consider necessary or desirable to implement the Exercise of the Bluejay Option.

 

Resolution 1 may only be voted on by Independent Shareholders.

 

Resolution 2 - Whitewash Resolution

This is an ordinary resolution to approve the Waiver granted by the Panel of the obligation that would otherwise arise on any of the Bluejay Vendors to make a general offer to Shareholders pursuant to Rule 9 of the Takeover Code as a result of the Exercise of the Bluejay Option, the issue of the Consideration Shares to the Bluejay Vendors and the exercise of Share Options.

 

Resolution 2 will be conducted by way of a poll and may only be voted on by Independent Shareholders.

 

Resolution 3 - Section 551 authority

This is an ordinary resolution authorising the directors to allot and issue new Ordinary Shares and grant rights to subscribe for such shares up an aggregate nominal value of £500,000. The authority will expire at the commencement of the next Annual General Meeting following this meeting or 31 December 2017, whichever is the earlier to occur. 

 

Resolution 4 - Section 570 authority and dis-application of Section 561(1)

This is a special resolution authorising the directors to issue equity securities wholly for cash on a non-pre-emptive basis pursuant to the authority conferred by resolution number 3 above.  This will allow the Board to allot shares without recourse to the Shareholders so that it can move quickly from time to time as it deems appropriate.  This authority will expire at the commencement of the next Annual General Meeting following this meeting or 31 December 2017, whichever is the earlier to occur.

 

Resolution 5 - Change of Name

This is a special resolution that, subject to the passing of Resolutions 1 and 2, proposes to change the name of the Company to Bluejay Mining plc.

 

8 Action to be taken

A Form of Proxy for use at the General Meeting is enclosed.  Please complete and sign the Form of Proxy and return it to the Company's Registrars so as to arrive no later than 48 hours before the time fixed for the General Meeting. 

 

The return of the Form of Proxy will not, however, prevent you from attending the General Meeting and voting in person should you wish to do so.

 

9 Conflicts of interest

Certain Directors of the Company, namely Roderick McIllree and Gregory Kuenzel, are Bluejay Vendors and as such have a personal interest in the Exercise of the Bluejay Option. In addition, Graham Marshall Non-Executive Chairman is an employee of Western Areas, a member of the Concert Party and the Company's current largest shareholder. As such Roderick McIllree, Gregory Kuenzel and Graham Marshall (the "Conflicted Directors") are each deemed to have a conflict of interest with regard to the Proposed Transaction.

 

In accordance with Rule 25.2 of the Takeover Code the Conflicted Directors give no expression of their views on the Proposed Transaction.

 

10 Recommendation

SP Angel considers that the terms of the Proposed Transaction are fair and reasonable and in the best interests of the Shareholders and the Company as a whole. In providing this opinion, SP Angel has taken into account the Directors' commercial assessment.

 

Accordingly, SP Angel recommends that Shareholders vote in favour of the Resolutions to be proposed at the General Meeting.

 

Yours faithfully

 

 

Graham Marshall

Non-Executive Chairman

 

 

 

 

PART II

ADDITIONAL INFORMATION IN RELATION TO THE WAIVER

1          Background

Under the Takeover Code a concert party arises where persons who, pursuant to an agreement or understanding (whether formal or informal), co-operate to obtain or consolidate control (as defined below) of a company or to frustrate the successful outcome of an offer for a company. Control means holding, or aggregate holdings, of shares carrying 30 per cent. or more of the voting rights of the company, irrespective of whether the holding or holdings give de facto control.

 

As set out in the December 2015    Circular, the Panel determined that pursuant to the Initial Bluejay Acquisition, the Bluejay Vendors are acting in concert with each other and Western Areas is acting in concert with the Bluejay Vendors. Together, Western Areas and the Bluejay Vendors are referred to as the "Concert Party". 

 

Western Areas was previously the subject of a waiver granted in respect of Rule 9 and approved by Independent Shareholders on a poll at the general meeting held on 29 November 2013. At that time Western Areas held an interest in 67.8 per cent of the voting rights of the Company.

 

Furthermore, as stated in the December 2015 Circular there was no obligation under Rule 9 to make a general offer in respect of the issue of new Ordinary Shares to either Western Areas or the Bluejay Vendors pursuant to the December 2015 Placing nor the Initial Bluejay Acquisition, as at that time Western Areas had an interest in excess of 50 per cent. of the voting rights of FinnAust and the Concert Party retained an interest in excess of 50 per cent. of the voting rights of the Company following the completion of the December 2015 Placing and the Initial Bluejay Acquisition.

 

Western Areas held between 30 per cent. and 50 per cent. of the voting rights of the Company and the Bluejay Vendors held an interest in 29.99 per cent of the voting rights of the Company following completion of the December 2015 Placing and the Initial Bluejay Acquisition, therefore both Western Areas and the Bluejay Vendors were unable to increase their interests in the voting rights of the Company through or between a Rule 9 threshold without Panel consent.

 

As at the date of this document, Western Areas holds an interest in 138,611,112 Ordinary Shares representing 22.39 per cent. of the Existing Ordinary Shares and the Bluejay Vendors hold an interest in 163,190,336 Ordinary Shares representing 26.36 per cent. of the Existing Ordinary Shares. Therefore, in aggregate, the Concert Party is interested in 301,801,448 Ordinary Shares which represents 48.74 per cent of the voting rights of the Company.

 

On completion of the Exercise of the Bluejay Option the Consideration Shares will be issued to the Bluejay Vendors. This will result in the Bluejay Vendors being interested in 271,261,724 Ordinary Shares which will represent 37.30 per cent of the Enlarged Issued Share Capital and total voting rights of the Company. Therefore, in aggregate, the Concert Party will be interested in 409,872,836 Ordinary Shares which will represent 56.36 per cent of the total voting rights of the Company.

 

Due to the Share Options, the maximum potential interest in the Company of the Bluejay Vendors is 275,111,724 Ordinary Shares, which would represent 37.63 per cent of the voting rights of the Company. The maximum potential interest of the Concert Party therefore is 413,722,836 Ordinary Shares which would represent 56.59 per cent of the voting rights of the Company.

 

2          Current interests and maximum potential interests in the voting rights of the Company of the Concert Party

Details of the current interests, interests following completion of the Proposed Transaction and maximum potential interests in the ordinary share capital of the Company for each member of the Concert Party are set out in the table below: