Details on the proposed Retail Offer

RNS Number : 0173Y

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”)

 

Details on the proposed Retail Offer

 

 

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, announced at 07:00 on 7 October 2026 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.

 

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.

 

 

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
Retail Book Limited (the Retail Offer Coordinator) Mike Ward / James Deal	capitalmarkets@retailbook.com

 

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 Retail Book Limited (“RetailBook”) 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, 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 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.

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.

RetailBook has been appointed as the Retail Offer Co-ordinator. None of the banks named in the Company’s announcement of 07:00 on 7 October 2026 in relation to the IPO (the “Banks”) is acting in any capacity, or accepts any responsibility or liability, in connection with the Retail Offer.

RetailBook is authorised and regulated in the United Kingdom by the FCA

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.

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. 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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