Intention to Float

RNS Number : 9622X

Abenojar Tungsten S.A

07 October 2026

 

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, ISRAEL, JAPAN, NEW ZEALAND, SINGAPORE, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

 

This announcement is an advertisement for the purposes of Chapter 12 of the Prospectus Rules: Admission to Trading on a Regulated Market (“PRM”) of the UK Financial Conduct Authority (the “FCA”) and is not a prospectus nor an offer to sell, or a solicitation of an offer to subscribe for or to acquire, securities in any jurisdiction, including in or into the United States, Australia, Canada, Hong Kong, Israel, Japan, New Zealand, Singapore or South Africa.

 

Neither this announcement, nor anything contained herein, nor anything contained in the Registration Document (as defined herein) shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Investors should not subscribe for or purchase any Shares (as defined herein) referred to in this announcement or the Registration Document except solely on the basis of the information in a prospectus approved by the FCA (together with any supplementary prospectus, if relevant, the “Prospectus”), including the risk factors set out therein, that may be published by Abenójar Tungsten, S.A. (“Abenójar Tungsten” or the “Company”) in due course in connection with a possible offer of the Shares and the possible Admission (as defined below). A copy of any Prospectus published by Abenójar Tungsten will, if published, be available for inspection at https://abtungsten.es/en/investors/, subject to certain access restrictions.

 

 

7 October 2026

 

 

Abenójar Tungsten, S.A.

(“Abenójar Tungsten” or the “Company”)

 

Intention to Float on the London Stock Exchange

 

Abenójar Tungsten, S.A., developer of the El Moto Project, one of the largest and highest-grade undeveloped tungsten projects globally, located in the municipality of Abenójar, Spain, announces its intention to undertake an initial public offering (the “IPO” or the “Offer”) and that it intends to publish today a registration document (the “Registration Document”).

 

The Company intends to apply for admission of its ordinary shares (the “Shares”) to listing in the equity shares (commercial companies) category of the Official List of the FCA and to trading on the Main Market of the London Stock Exchange (together, “Admission”) which is currently expected to occur in Q4 2026.

 

Abenójar Tungsten & the El Moto Project Highlights:

 

• One of the largest and highest-grade undeveloped tungsten projects globally, located in Spain and designated a Strategic Project under the EU Critical Raw Materials Act; at planned production rates, El Moto could contribute up to approximately 20% of European tungsten demand.
• Mineral Resource of approximately 91.3 Mt at 0.38% WO₃ and 0.41 g/t gold, containing approximately 346 kt of WO₃ and 1.2 Moz of gold, together with Proven and Probable Mineral Reserves of approximately 22.6 Mt at 0.41% WO₃ and 0.40 g/t gold, containing approximately 93 kt of WO₃ and 293 koz of gold (in each case as reported in the Competent Person’s Report in accordance with the “National Instrument 43‑101 – Standards of Disclosure for Mineral Projects” (“NI 43‑101”), which forms part of the 2026 Definitive Feasibility Study (“2026 DFS”)).
• Conventional underground bulk-tonnage mining operation, with initial processing capacity of 1.0 Mtpa and a planned expansion to 1.5 Mtpa expected by 2031 following a two-year ramp-up, supporting an 18-year ore-processing life within a 20-year total life-of-mine plan and steady-state production of over 4,200 tonnes of WO₃ per annum.
• The 2026 Definitive Feasibility Study indicates robust project economics, including initial development capital expenditure of approximately €211 million, post-tax NPV8 of approximately €1.5 billion and post-tax IRR of approximately 62% (based on long-term price assumptions of US$1,415/mtu for tungsten and US$3,500/oz for gold using an FX rate of US$1.10:€1.00), together with life-of-mine average C1 cash costs of approximately €188/mtu WO₃ and AISC of approximately €236/mtu WO₃.
• All key construction-phase and operating permits obtained, with early development activities underway.
• Led by founder CEO Gonzalo García San Miguel and an experienced management team, technical team and Board, with strong local and regional support for the development of the El Moto Project.

 

Gonzalo García San Miguel, CEO of Abenójar Tungsten, commented:

 

“Today marks an important milestone for Abenójar Tungsten as we announce our intention to join the Main Market of the London Stock Exchange.

 

When we founded ABT, our objective was clear: to develop El Moto and establish a new long-term source of tungsten supply in Europe. El Moto combines scale, grade and a long mine life, construction is already underway, and the Project has been designated a Strategic Project under the EU Critical Raw Materials Act.

 

Our objective is to build and operate El Moto as a highly efficient, low-cost mine, capable of remaining competitive across commodity price cycles. We believe that operating discipline and cost efficiency are the foundations of long-term value creation.

 

With first production targeted for 2029, we have assembled an experienced management, technical and project delivery team to execute the development. Our ambition is not only to make a meaningful contribution to Europe’s security of tungsten supply, but also to create sustainable long-term returns for our shareholders. As a founder and shareholder myself, my focus is on building a business that is disciplined on costs, resilient through the commodity price cycle and aligned with the interests of all shareholders.”

 

Roger Davey, Non-Executive Chairman of Abenójar Tungsten, added:

 

"Abenójar Tungsten is led by the highly experienced García San Miguel family who have successfully built and operated mines in Spain over several generations. Our El Moto project benefits from strong local and national support demonstrated by the recent funding by the Spanish Government and will be a significant contributor to the regional economy.

 

“Today’s announcement to go public is the natural next step given the maturing stage of the Company's development. The IPO will enhance the Company’s visibility as well as provide access to an international investor base.”

 

Offer Details:

 

• The net proceeds of the Offer will be used to (i) help fund the development and construction of the El Moto Project, which will in turn help satisfy the equity contribution expected to be required under the Project Finance Facility; (ii) contribute towards the deferred cash consideration for the acquisition of 70 per cent. of Mining Hill’s, S.L. (“MH”); and (iii) support the Company’s working capital and general corporate spending.
• In April 2026, the Company acquired a 70 per cent. interest in MH from its majority shareholder, Promotora de Minas de Carbón, S.A. MH leases the Mining Concession to the Company in return for a royalty of 6–8 per cent. of net smelter return ("NSR"). The acquisition gives the Company control of the concession holder. On consolidation the royalty becomes an intra-group payment, and the effective royalty to the Group falls to 1.8–2.4 per cent. of NSR, being the share attributable to MH's 30 per cent. minority shareholder. As a related party transaction, the consideration was set by reference to an independent valuation at €14.95 million.
• The Offer will be made to qualified institutional buyers in the United States in reliance on Rule 144A under the US Securities Act of 1933, as amended (the “Securities Act”) and to certain other institutional investors outside of the United States in reliance on Regulation S under the Securities Act and in accordance with applicable local laws and regulations.
• The Offer will also be made to retail investors who are resident and physically present in the United Kingdom (the “Retail Offer”) through Retail Book Limited’s (“RetailBook”) partner network of investment platforms, retail brokers and wealth managers, subject to such partners’ participation in the Offer. More information is available at: https://app.retailbook.com/offers/abenojar-tungsten-sa.
• Any additional details in relation to the Offer, including the indicative price range and size range for the Offer, will be disclosed in the Prospectus which is expected to be published in connection with the Offer later in October 2026.
• The final offer price in respect of the Offer will be determined following publication of the Prospectus, subject to completion of a book-building process, and is currently expected to be announced in late October 2026.
• On Admission, the Company expects to have a free float of at least 10% of its issued share capital, in accordance with the UK Listing Rules.
• Following Admission, Gonzalo García San Miguel is expected to be a controlling shareholder of the Company. The Company will enter into a relationship agreement with him in accordance with the UK Listing Rules.
• The Company, the Directors and certain existing shareholders are expected to enter into customary lock-up arrangements in connection with Admission and the Project Finance Facility, including restrictions on disposals and distributions.
• The Company has engaged BMO Capital Markets Limited (“BMO”) and Peel Hunt LLP (“Peel Hunt”) as Joint Sponsors, Joint Global Co-ordinators and Joint Bookrunners, Deutsche Bank AG (“Deutsche Bank”) as Joint Global Co-ordinator and Joint Bookrunner, and Canaccord Genuity Limited (“Canaccord Genuity”) as Joint Bookrunner in connection with the Offer.

A copy of the Registration Document will be uploaded to the National Storage Mechanism and will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism once approved by the FCA. A copy of the Registration Document will also be available online at https://abtungsten.es/en/investors, subject to certain access restrictions.

 

Investment Highlights:

 

The Directors believe that Abenójar Tungsten benefits from the following key strengths:

 

Exposure to a strategically important critical mineral

• Tungsten is classified as both a Critical Raw Material and a Strategic Raw Material under the EU Critical Raw Materials Act and is a key input into a range of industrial, defence, aerospace and advanced manufacturing applications.
• Global tungsten supply is highly concentrated, creating increasing focus on supply-chain security and the development of alternative sources of production.
• El Moto is expected to become one of the most significant primary tungsten producers in Europe and is positioned to contribute meaningfully to the diversification of global tungsten supply away from traditional producing jurisdictions.
• At planned production rates, El Moto could contribute up to approximately 20% of European tungsten demand, highlighting its strategic importance to regional supply security.
• The Project has been designated a Strategic Project under the EU Critical Raw Materials Act, recognising its importance to European raw materials security.

Large-scale and high-quality resource base

• El Moto is one of the largest and highest-grade undeveloped tungsten projects globally and represents a rare opportunity to develop a large-scale primary tungsten operation in a stable European jurisdiction.
• The Project has a Mineral Resource of approximately 91.3Mt containing approximately 346kt WO₃ and 1.2Moz of gold and Proven and Probable Mineral Reserves containing approximately 93kt WO₃ and 293koz of gold.
• The 2026 DFS covers an 18-year ore-processing life within a 20-year life-of-mine plan, providing long-term production visibility and significant future resource optionality.
• At steady-state production, El Moto is expected to produce approximately 4,227 tonnes of WO₃ per annum, positioning the Project as a significant future supplier to European and Western industrial markets.

Exceptional project economics

• The 2026 DFS demonstrated, at long-term price assumptions of $1,415/mtu for tungsten and $3,500/oz for gold, a pre-tax NPV8 of approximately €2.0 billion and pre-tax IRR of approximately 68%, and a post-tax NPV8 of approximately €1.5 billion and post-tax IRR of approximately 62%.
• Initial development capital expenditure is estimated in the 2026 DFS at c.€211 million, supporting an attractive capital intensity relative to the planned production profile and project scale.
• The Project is based on conventional underground mining and processing methods using proven technologies, reducing technical complexity and operational risk during development and operation.
• Stable, long-life, low-cost production profile; the 2026 DFS demonstrated LOM average C1 cash costs of approximately €188/mtu WO₃ and AISC of approximately €236/mtu WO₃.

Development-ready project with permitting substantially de-risked

• All key construction-phase and operating permits required for development of El Moto have been obtained, including the Mining Concession and Environmental Impact Declaration.
• The Project benefits from an established permitting framework and has secured the principal environmental, planning and operational approvals required to support construction and future operation.
• Early mine development and construction activities have commenced, reflecting the advanced stage of project development and supporting the pathway towards construction and production.

Defined pathway to project financing and established route to market

• On 3 October 2026, the Company entered a binding, long-term, take-or-pay offtake agreement with Traxys Europe, S.A. ("Traxys") for 100 per cent. of its tungsten concentrate production. The agreement runs from commissioning until the later of the end of the tenth year of commercial production and delivery of specified minimum tonnages. The Traxys agreement provides a committed route to market from first production. The Company receives the final sales value achieved by Traxys on its onward sale of the concentrate, less supply chain costs and a trade fee. Traxys is required to procure the best available bids from customers globally.
• The Company has entered into a conditional credit-approved term sheet with Deutsche Bank in respect of a proposed project finance facility comprising up to €110.0 million of senior debt and up to €9.45 million of contingent debt, subject to the execution of definitive facility documentation and the satisfaction of applicable conditions precedent.
• The proposed financing structure, together with the net proceeds of the Offer, is expected to support the funding of the development and construction of El Moto.

Strong social licence and regional support

• The Company maintains constructive relationships with local stakeholders, regional authorities and community organisations and has developed long-standing engagement programmes focused on employment, training, local procurement and community partnership initiatives.
• As at the date of this announcement, the Directors are not aware of any material organised opposition from environmental associations, community groups or other stakeholders in connection with the development of the Project.
• At steady-state production, the Project is expected to support approximately 400 direct jobs and approximately 500 indirect jobs, making a significant contribution to employment and economic activity in the Castilla-La Mancha region.
• The Project has the potential to act as a long-term catalyst for regional economic development through investment, employment, local procurement and supporting infrastructure.

Experienced management team and mining heritage

• The Company is led by Gonzalo García San Miguel and an experienced management and technical team with expertise spanning mine development, operations, project finance, engineering and capital markets.
• The García San Miguel family has a long-established history in the Spanish mining sector and has played a central role in the advancement of the El Moto Project.
• The management team’s combination of technical, operational and financing expertise provides relevant experience for the development and construction of El Moto.

Multiple opportunities for future value enhancement

• The Company intends to perform additional work with the intention of upgrading and converting the existing Mineral Resources and Mineral Reserves, with the objective to extend the current mine life.
• The Company intends to assess the options to improve the gold recoveries assumed in the 2026 DFS.
• The Company has potential exploration upside through pending applications for nearby investigation permits and regional targets surrounding the existing project area.
• The Company intends to evaluate future downstream processing opportunities, including the production of ammonium paratungstate, sodium tungstate, tungsten oxides, tungsten carbide, and tungsten metal, with the potential to capture additional value within the tungsten supply chain and expand participation beyond concentrate production.
• El Moto provides potential opportunities for future resource growth, production optimisation and additional long-term value creation beyond the 2026 DFS development case.

 

For more information, please contact:

Tavistock Communications (PR adviser to Abenójar Tungsten)	T: +44 (0)207 920 3150
Jos Simson, Gareth Tredway, Abigail Gilchrist	abt@tavistock.co.uk
Joint Global Co-ordinators, Joint Sponsors and Joint Bookrunners
BMO Capital Markets Limited	T: +44 (0)207 236 1010
Thomas Rider, Andrew Cameron, Dhaval Desai, Mahin Salam, Alejandro Agag Aznar
Peel Hunt LLP	T: +44 (0)203 100 2000
Ross Allister, David McKeown, Emily Bhasin Sohail Akbar, Brian Hanratty, Nicolas Wilks, Ambika Bose
Joint Global Co-ordinator and Joint Bookrunner
Deutsche Bank Aktiengesellschaft	T:  +44 (0)207 545 8000
Javier Rapallo, Saadi Soudavar, Inigo De-Areilza, James Taylor, Harinder Singh
Joint Bookrunner
Canaccord Genuity Limited	T: +44 (0)207 523 8000
James Asensio, Rory Blundell, Charlie Hammond Sam Lucas, Darren Furby

 

Further information on Abenójar Tungsten

Board information

 

Roger Owen Davey: Non-Executive Chairman

 

Mr. Davey has substantial experience serving on the boards of listed resources companies. He is currently an independent non-executive director for Central Asia Metals plc, Tharisa plc and Pan Global Resources Inc, and was previously non-executive director at two gold projects, Orosur Mining and Condor Gold. Mr. Davey also has prior experience in the Spanish mining sector, having served as the Chairman of Atalaya Mining from 2010 to 2024, including during the permitting, refurbishment, commissioning and restart of the Riotinto Mine in Spain, and the company’s progression from an AIM to Main Market listing.

Prior to this, Mr. Davey enjoyed a successful career of over 40 years in international mining, which included 13 years in N M Rothschild’s Resource Banking team. Mr. Davey is a Chartered Engineer and a member of the Institute of Materials, Minerals & Mining. He holds a master’s degree from Imperial College London in Mineral Production Management.  

Gonzalo García San Miguel: Chief Executive Officer

 

Mr. García San Miguel is the founder and Chief Executive Officer of Abenójar Tungsten and Chairman of Mining Hill’s, S.L., the original developer of the El Moto Project, which he has led since 2012.

Before focusing full-time on the development of El Moto, Mr. García San Miguel held a number of senior executive positions within Sacyr. From 2018 to 2020, he served as Chief Executive Officer of Sacyr Industrial, with profit and loss responsibility for an EPC portfolio in excess of €500 million. Between 2015 and 2018, he was General Manager of Sacyr-Fluor, the 50/50 engineering joint venture between Sacyr Industrial and Fluor, where he led its development as a full-service EPC contractor.

Previously, Mr. García San Miguel served as General Manager of Valoriza Multiservicios, where he grew the business from approximately €50 million to €250 million of revenue and established Valoriza Minería, Sacyr’s specialist mining division. He subsequently led Valoriza Minería, including the acquisition of Lundin Mining’s Iberian exploration portfolio.

Earlier in his career, he was General Manager and a Board member of CAVOSA, a leading Spanish underground mining and tunnelling contractor, where revenues grew from approximately €6 million to over €100 million during his tenure.

Mr. García San Miguel is a Mining Engineer and holds an MBA from IESE Business School.

 

Deborah Gudgeon: Independent Non-Executive Director

 

Ms. Gudgeon is an independent non-executive director at Ithaca Energy and also holds board appointments at Valterra Platinum and Serabi Gold. Her career has spanned over 30 years of corporate finance, governance and business transformation within global natural resources and energy businesses. An ACA-qualified Chartered Accountant, Ms. Gudgeon has extensive experience serving on listed company boards and specifically leading audit committees.

Eduardo Jimenez Aguirre: Non-Executive Director

 

Mr. Jimenez has been Managing Director of Magnesitas de Rubián, S.A, a mining company, for over a decade, with responsibility for strategic, operational and financial management of the group including execution of its long-term growth strategy. Mr. Jimenez has also served as a board member of the mining company Micronature S.A. since 2017, and is President of the European Association of Manufacturers of Minerals for Animal Feed (EMFEMA). He holds a master’s degree in civil engineering from the Escuela Técnica Superior de Ingenieros de Caminos, Canales y Puertos, at the Universidad Politécnica de Madrid (UPM).

Ana Beatriz Suárez Calvo: Independent Non-Executive Director

 

Ms. Suárez is Chief Executive Officer and owner of Suaris Capital, and served as Vice President of Astilleros Canarios, S.A. from 2019 to 2024. She has served on a number of boards of directors, as well as serving as co-president of the Comite Mauritania-Espana of the Spanish Chamber of Commerce in Madrid, the President of the Consejo Social of the Universidad de Las Palmas de Gran Canaria, a member of the board of Asociacion para el Progreso de la Direccion (APD Canary Islands). She holds a bachelor’s degree in economics and business administration from the Universidad Pontificia de Comillas.

Alfredo Garcia Gonzales: Independent Non-Executive Director

 

Mr. Garcia has had a long career in the mining industry including senior positions with Antofagasta Minerals and service on the board of directors and technical committee of Orvana Minerals Corp. since 2017. A graduate of Oviedo University with a degree in geology, Mr. Garcia is a member of the Society of Economic Geologists (SEG) and Eurogeologist – PDAC.

José Luis de Mora Gil-Gallardo: Independent Non-Executive Director

 

Mr. de Mora Gil-Gallardo has been Senior Executive Vice President of Banco Santander and Head of Corporate Development and Financial Planning since 2015. He has been with Banco Santander since joining from Merrill Lynch in 2003, working across a number of leadership roles including serving as Global Head of Strategy between 2018 and 2023. Mr. de Mora Gil-Gallardo is also a board member of Open Bank S.A. and Non-Executive Chairman of Merlin Properties. A chartered financial analyst, Mr. de Mora Gil-Gallardo is a member of CFA Spain and holds degrees in law, business administration and management.

IMPORTANT LEGAL INFORMATION

 

The contents of this announcement, which have been prepared by, and are the sole responsibility of, the Company, have been approved by Peel Hunt LLP (“Peel Hunt”) solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000, as amended (“FSMA”).

The information contained in this announcement is for background purposes only and does not purport to be full or complete, nor does this announcement constitute or form part of any invitation or inducement to engage in investment activity. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.

This announcement is not for release, publication or distribution in whole or in part, directly or indirectly, in or into or from the United States (including its territories or possessions or any State of the United States and the District of Columbia, together, the “United States”), Australia, Canada, Hong Kong, Israel, Japan, New Zealand, Singapore, South Africa or any other jurisdiction where such release, publication or distribution would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement does not constitute a prospectus or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, or otherwise invest in, Shares to any person in any jurisdiction, to whom or in which such offer or solicitation is unlawful, including the United States, Australia, Canada, Hong Kong, Israel, Japan, New Zealand, Singapore or South Africa. The Shares have not been, and will not be, registered under the US Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold, resold, pledged, delivered, distributed or otherwise transferred, directly or indirectly, in the United States, except to qualified institutional buyers (“QIBs”) as defined in, and in reliance on, Rule 144A under the Securities Act (“Rule 144A”) or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction in the United States. The Company has not registered and does not intend to register any part of the offering in the United States.

There will be no public offering of securities by the Company, in connection with the Offer, in the United States, Australia, Canada, Hong Kong, Israel, Japan, New Zealand, Singapore or South Africa. Subject to certain exceptions, the Shares may not be offered or sold in Australia, Canada, Hong Kong, Israel, Japan, New Zealand, Singapore or South Africa or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, Hong Kong, Israel, Japan, New Zealand, Singapore or South Africa.

This announcement is only addressed to and directed at specific addressees who: (A) if in a member state of the European Economic Area (“EEA”), are persons who are “qualified investors” within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (as amended) (“Qualified Investors” and the “Prospectus Regulation”, respectively); (B) if in the United Kingdom, are “qualified investors” within the meaning of paragraph 15 of Part 2 of Schedule 1 to the Public Offers and Admissions to Trading Regulations 2024 who are also (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”); or (ii) high net worth bodies corporate, unincorporated associations and partnerships and trustees of high value trusts described in Article 49(2)(a) to (d) of the Order; or (iii) other persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA (as amended)) in connection with the sale of any securities of the Company may otherwise lawfully be communicated or caused to be communicated; or (iv) members of RetailBook’s partner network of investment platforms, retail brokers and wealth managers, to the extent that they participate as intermediaries in the Offer, for onward distribution to retail investors resident and physically present in the United Kingdom only (all such persons referred to in (i), (ii), (iii) and (iv) together being “Relevant Persons”). This announcement must not be acted on or relied on: (i) in the United Kingdom, by persons who are not Relevant Persons; and (ii) in any member state of the EEA, by persons who are not Qualified Investors. Any investment activity to which this announcement relates: (i) in the United Kingdom, is available only to, and may be engaged in only with, Relevant Persons; and (ii) in the EEA, is available only to, and may be engaged in only with, Qualified Investors. No prospectus has been or will be approved in any member state of the EEA in respect of the Shares.

This announcement may include statements that are, or may be deemed to be, “forward-looking statements”. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms “believes”, “estimates”, “plans”, “projects”, “targets”, “proposes”, “aims”, “envisages”, “anticipates”, “expects”, “intends”, “may”, “might”, “will”, “forecast”, “continues”, “would”, “could”, “should” or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These statements reflect beliefs of the directors of the Company (the “Directors”) as well as assumptions made by the Directors and information currently available to the Company and its subsidiary. Although the Directors consider that these beliefs and assumptions are reasonable, by their nature, forward-looking statements reflect the current view of the Company and its subsidiary with respect to future events and involve known and unknown risks, uncertainties, assumptions and other factors that may cause the Company and its subsidiary's actual financial position, results of operations, cash flows, liquidity, prospects, growth, strategies or other outcomes to be materially different from those expressed or implied by such statements.

The forward-looking statements in this announcement speak only as at the date of this announcement. Further, certain forward-looking statements are based upon assumptions of future events which may not prove to be accurate and none of the Company, its subsidiary, the Banks (as defined below), nor any of such persons' respective affiliates or their respective directors, officers, employees, agents and/or advisers, nor any other person, accepts any responsibility for the accuracy of such forward-looking statements nor the assumptions underlying any of them nor the fairness of the opinions expressed in this announcement. Past performance cannot be relied upon as a guide to future performance and should not be taken as a representation that trends or activities underlying past performance will continue in the future. Forward-looking statements may and often do differ materially from actual results. No representation or warranty is made that the outcomes expressed or implied by any forward-looking statement will come to pass or that any forecast results will be achieved. In addition, even if the outcomes expressed or implied in any forward-looking statement do come to pass, such outcomes may not be indicative of outcomes in subsequent periods. None of the Company, the Banks or any other person undertakes any obligation to update, supplement, amend or revise any forward-looking statement, whether as a result of new information, future developments or otherwise, for any reason except to the extent required by law. You are therefore cautioned not to place undue reliance on forward-looking statements.

Forecasts are not a reliable indicator of future performance.

The Registration Document may be combined with a securities note and a summary to form a prospectus in accordance with the PRM. A prospectus approved by the FCA is required before an issuer can request the admission of transferable securities to trading on a regulated market. However, the Registration Document does not constitute an offer or invitation to sell or issue, or a solicitation of an offer or invitation to purchase or subscribe for, any securities in the Company in any jurisdiction, nor shall the Registration Document alone (or any part of it), or the fact of its distribution, form the basis of, or be relied upon in connection with, or act as any inducement to enter into, any contract or commitment whatsoever with respect to any offer or otherwise. Any subscription or purchase of Shares in the Offer should be made solely on the basis of information contained in the Prospectus which may be published by the Company in connection with the Offer. However, potential investors should note that the approval by the FCA of any Prospectus which may be published by the Company should not be understood as an endorsement by the FCA of any securities offered or admitted to trading on a regulated market.

The information in this announcement and the Registration Document is subject to change. Before making any investment decision, potential investors should read the Prospectus, if published, in order to understand the potential risks and rewards associated with a decision to invest in the Shares, and should ensure that they fully understand and accept such risks. Neither this announcement, nor anything contained in the Registration Document, shall constitute, or form part of, any offer or invitation to sell or issue, or any solicitation of any offer to acquire, whether by subscription or purchase, any Shares or any other securities, nor shall this announcement or the Registration Document (or any part of them), or the fact of their distribution, form the basis of, or be relied on in connection with, or act as any inducement to enter into, any contract or commitment whatsoever.

The Company may decide not to proceed with the Offer and there is therefore no guarantee that a Prospectus will be published, the Offer will proceed or that Admission will occur. Potential investors should not base their investment decisions on this announcement or any part of it. Acquiring securities to which this announcement relates may expose an investor to significant risk of losing some or all of the amount invested. Investment in the offered securities may involve a risk of loss of capital. The value of shares and the income from them is not guaranteed and can fall as well as rise due to stock market and currency movements. When you sell your investment you may get back less than you originally invested. Following Admission, the value of the Shares could decrease as well as increase. Neither this announcement, nor the Registration Document, constitutes a recommendation concerning the Offer or with respect to any investment in Shares. Before deciding to invest in Shares, potential investors should consult a suitably qualified and experienced professional adviser as to the suitability of an investment in Shares for the person concerned. Investors are advised to consult with their legal, financial and tax advisers prior to making any investment decision.

Nothing contained in this announcement constitutes or should be construed as being: (i) investment, financial, tax, accounting or legal advice; (ii) a representation that any investment or investment strategy is suitable or appropriate to your particular circumstances; or (iii) a personal recommendation to you. No statement contained in this announcement is intended to be, nor shall any such statement be construed as, a profit forecast.

Certain data in this announcement, including financial, statistical, and operating information, has been rounded. As a result of rounding, the totals of data presented in this announcement may vary slightly from the actual arithmetic totals of such data. Unless otherwise indicated, market, industry and competitive position data are estimated (and accordingly, approximate) and should be treated with caution. Such information has not been audited or independently verified, nor has the Company ascertained the underlying economic assumptions relied upon therein.

This announcement refers to certain non-IFRS measures. However, these performance measures are not measures calculated in accordance with IFRS, do not have any standardised meaning prescribed by IFRS and therefore may not be comparable to similar measures presented by other issuers. These non-IFRS measures are furnished to provide additional information only, have limitations as analytical tools and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS.

For the avoidance of doubt, the contents of the Company's website, or any website directly or indirectly linked to the Company's website, are not incorporated into, and do not form part of, this announcement.

Peel Hunt has been appointed as joint sponsor alongside BMO Capital Markets Limited (“BMO”) (BMO and Peel Hunt together, the “Joint Sponsors”). Peel Hunt, BMO and Deutsche Bank AG (“Deutsche Bank”) (together, the “Joint Global Co-ordinators”) have been appointed as joint global co-ordinators and joint bookrunners. Peel Hunt, BMO, Deutsche Bank and Canaccord Genuity Limited (“Canaccord Genuity”) have been appointed as joint bookrunners (together with the Joint Global Co-ordinators, the “Joint Bookrunners”). RetailBook has been appointed as the Retail Offer Co-ordinator. None of the Banks is acting in any capacity, or accepts any responsibility or liability, in connection with the Retail Offer.

Each of BMO, Canaccord Genuity, Peel Hunt and RetailBook is authorised and regulated in the United Kingdom by the FCA. Deutsche Bank AG is a stock corporation (Aktiengesellschaft) incorporated under the laws of the Federal Republic of Germany with its principal office in Frankfurt am Main. It is registered with the local district court (Amtsgericht) in Frankfurt am Main under No HRB 30000 and licensed to carry on banking business and to provide financial services. It is subject to supervision by the European Central Bank (ECB), Sonnemannstrasse 22, 60314 Frankfurt am Main, Germany, and the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht or BaFin), Graurheindorfer Strasse 108, 53117 Bonn and Marie-Curie-Strasse 24-28, 60439 Frankfurt am Main, Germany. Deutsche Bank AG is a stock corporation (Aktiengesellschaft) incorporated under the laws of the Federal Republic of Germany with its principal office in Frankfurt am Main. It is registered with the local district court (Amtsgericht) in Frankfurt am Main under No HRB 30000 and licensed to carry on banking business and to provide financial services. It is subject to supervision by the European Central Bank (ECB), Sonnemannstrasse 22, 60314 Frankfurt am Main, Germany, and the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht or BaFin), Graurheindorfer Strasse 108, 53117 Bonn and Marie-Curie-Strasse 24-28, 60439 Frankfurt am Main, Germany.

BMO, Peel Hunt, Deutsche Bank and Canaccord Genuity (together, the “Banks”) are acting exclusively for the Company and no one else in connection with the Offer. None of the Banks will regard any other person as a client in relation to the possible Offer or any other matters referred to in this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for the giving of advice in relation to the possible Offer or any matter referred to in this announcement. None of the Banks nor any of their respective affiliates accepts any responsibility whatsoever for the contents of this announcement including its accuracy, completeness and verification.

Apart from the responsibilities and liabilities, if any, which may be imposed on the Banks by FSMA or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where the exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, none of the Banks nor any of their respective affiliates and/or any of their or their affiliates’ directors, officers, employees, advisers, representatives and/or agents accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to, the contents of this announcement, and the truth, accuracy, completeness, fairness, reliability, reasonableness, verification or sufficiency of the information in this announcement (or whether any information has been omitted from the announcement), for any other statement made or purported to be made by it, or on its behalf, in connection with the Company or as to the legality of an investment in the Shares and/or any other information relating to the Company or its subsidiary or its associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available, or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith. Nothing in this announcement is, or should be relied upon as, a promise or representation in this respect, whether as to the past or future. The Banks and their respective affiliates or any of their or their affiliates’ directors, officers, employees, agents, advisers and representatives accordingly disclaim to the fullest extent permitted by law all and any liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this announcement or any such statement.

Information to Distributors

UK Product Governance. Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the “UK Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto, the Shares have been subject to a product approval process, which has determined that the Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in Chapter 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all permitted distribution channels (the “Target Market Assessment”). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Shares may decline and investors could lose all or part of their investment; the Shares offer no guaranteed income and no capital protection; and an investment in the Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to any contractual, legal or regulatory selling restrictions in relation to the Offer. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Banks that are distributors (as defined in the UK Product Governance Requirements) will only procure investors in the institutional offer who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapters 9A or 10A respectively of the FCA Handbook Conduct of Business Sourcebook; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Shares. Each distributor (as defined in the UK Product Governance Requirements) is responsible for undertaking its own target market assessment in respect of the Shares and determining appropriate distribution channels.

EU Product Governance. Solely for the purposes of the product governance requirements contained within: (a) Directive 2014/65/EU on markets in financial instruments, as amended (“EU MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing EU MiFID II; and (c) local implementing measures (together, the “EU MiFID II Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the EU MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Shares have been subject to a product approval process, which has determined that the Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in EU MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by EU MiFID II (the “EU Target Market Assessment”). Notwithstanding the EU Target Market Assessment, distributors should note that: the price of the Shares may decline and investors could lose all or part of their investment; the Shares offer no guaranteed income and no capital protection; and an investment in the Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The EU Target Market Assessment is without prejudice to any contractual, legal or regulatory selling restrictions in relation to the Offer. Furthermore, it is noted that, notwithstanding the EU Target Market Assessment, the Banks that are distributors (as defined in the EU MiFID II Product Governance Requirements) will only procure investors in the institutional offer who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the EU Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of EU MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Shares. Each distributor (as defined in the EU MiFID II Product Governance Requirements) is responsible for undertaking its own target market assessment in respect of the Shares and determining appropriate distribution channels.

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