YELLOW CAKE PLC
Proposed Purchase of Uranium and Placing
Yellow Cake plc (AIM: YCA) ("Yellow Cake" or the "Company"), founded and established by Bacchus Capital Advisers to be a specialist company operating in the uranium sector with a view to holding physical uranium for the long-term, today announces its intention to conduct a non-pre-emptive placing of new ordinary shares in the Company ("Ordinary Shares") to raise gross proceeds of approximately US$50 million (equivalent to £40.4 million) at the Placing Price (as defined below) (the "Placing").
The Placing will be conducted through an accelerated bookbuild which will be launched immediately following this announcement (the "Announcement") and will be made available to new and existing eligible institutional investors (the "Bookbuild"). The Placing is subject to the Terms and Conditions set out in the Appendix to this Announcement.
Cantor Fitzgerald Canada Corporation ("Cantor"), Canaccord Genuity Limited ("Canaccord") and Joh. Berenberg, Gossler & Co. KG, London Branch ("Berenberg"), are acting as joint bookrunners (together being the "Joint Bookrunners"). Bacchus Capital Advisers is acting as Financial Adviser in connection with the Placing.
The Ordinary Shares will be placed at the fixed price of £4.12 per Placing Share (as defined below) (the "Placing Price"). The final number of Ordinary Shares placed (the "Placing Shares") will be determined following the close of the Bookbuild. The Placing is being conducted utilising the authorities to allot Ordinary Shares in the Company on a non-pre-emptive basis granted at the annual general meeting of the Company held on 7 September 2022.
Highlights of the Placing
Intention to conduct a non-pre-emptive placing to raise gross proceeds of approximately US$50 million (equivalent to £40.4 million) at a price of £4.12 per Placing Share.
The proceeds of the Placing will be used:
to fund the purchase of physical uranium ("U3O8"), partially utilising the Company's purchase option for calendar year 2022 under the Company's agreement with JSC National Atomic Company Kazatomprom ("Kazatomprom") (the "Kazatomprom Framework Agreement") at a price of US$48.90/lb (which is the average of the weekly UxC and TradeTech spot prices as reported on 23 January 2023 and 20 January 2023 respectively)); and
to pay certain costs associated with the Placing and for working capital and general corporate purposes alongside the potential opportunistic purchase of additional uranium for value.
Implied Net Asset Value at the proposed U3O8 purchase price is £931.7 million, equivalent to £4.12 per share.
The U3O8 being purchased in this transaction represents the final opportunity to acquire material allocated under Yellow Cake's 2022 option with Kazatomprom, while fully preserving the Company's 2023 option.
The Company believes that the current level of the uranium price offers a compelling buying opportunity:
The uranium spot price has begun to strengthen in January, breaking through US$50.00/lb. The spot price trend through the next quarter is expected to continue to be influenced by global economic conditions as well as increasing investor confidence in the emerging role of nuclear power as a clean energy source, including new construction, reactor lifetime extensions and expectations on small modular reactors.
Term contracting is expected to continue at levels above those experienced in the post-Fukishima era, as nuclear utilities strive to secure future fuel needs. The market is also seeing a diversification of sources in order to reduce future dependence on nuclear fuel supplies from Russia as energy security becomes a global theme. Three- and five-year contracts for uranium currently stand at US$57.00/lb and US$61.00/lb respectively, ahead of the spot rate. There are currently 438 operable reactors globally, and 163 new reactors either under construction or planned. In addition, multiple nations are extending the lives of their nuclear reactor fleet, including the U.S., in a bid to ensure energy security. In both instances, these strategies are increasing the projected demand for U3O8. Increased uranium term prices can be anticipated as term contract demand rises.
Andre Liebenberg, Chief Executive Office of Yellow Cake, commented:
"Now is the right time to raise new capital after what has been, we believe, one of the most consequential years in the history of nuclear power, with the combination of geopolitics, on-going supply demand characteristics, the ever-increasing importance of nuclear power, as well as our confidence in term market strength, all creating a unique moment for uranium investing. By taking this action now we are able to deliver on our stated strategy and capitalise on our option with Kazatomprom under the agreement we announced at the time of our IPO and give shareholders the opportunity to benefit from what we believe will be the continued upwards pressure on the uranium price."
Background to the Placing
Yellow Cake is a specialist company operating in the uranium sector with a view to holding physical uranium for the long-term.
Yellow Cake was founded on the fundamental premise that uranium, as a commodity, is structurally mispriced and that the incentive price required for new mines to be developed and constructed is higher than the current spot price. This misalignment in pricing has resulted, and is continuing to result, in a lack of investment in new uranium supply which may potentially result in a looming supply gap, as demand for nuclear power as a low-carbon baseload source continues to increase against a flat or declining uranium supply. 2022 saw increasing focus on nuclear as a low-carbon baseload power source, with governments seeking to reduce their reliance on both coal and Russian fuels.
Yellow Cake is differentiated from its peers by the ten-year Kazatomprom Framework Agreement for the supply of U3O8 with Kazatomprom, the world's largest uranium producer. Under the Kazatomprom Framework Agreement, Yellow Cake has the option to purchase up to US$100 million of U3O8 each year for a period of nine years, starting from the Company's IPO in 2018. In 2021, Yellow Cake raised a total of US$375.1 million and inclusive of fully exercising its option under the Kazatomprom Framework Agreement, acquired a total of 8.35 million lb of U3O8. The U3O8 being purchased in this proposed transaction represents material allocated under Yellow Cake's 2022 option with Kazatomprom and fully preserves the Company's 2023 option. Yellow Cake continues to seek additional physical uranium purchases on a value accretive basis and the Company believes that the structural misalignment of supply and demand in the uranium market requires the price of uranium to increase from present levels.
Yellow Cake currently holds 18.81 million lb of U3O8, all of which is held in storage in Canada and France. Delivery of the purchased material is anticipated in 2023.
At the annual general meeting held on 7 September 2022, the Company received shareholder approval to issue an aggregate of up to 49,155,220 shares to raise proceeds to exercise its option under the Kazatomprom Framework Agreement to purchase up to US$100 million of U3O8 in the relevant calendar year, to make purchases of uranium should it be able to identify value accretive purchase opportunities and for general corporate purposes.
On 25 January 2023, a purchase price for U3O8 of US$48.90/lb was proposed to the Company by Kazatomprom (using market indicators) for the 2022 option to purchase U3O8 under the terms and conditions of the Kazatomprom Framework Agreement (the "Kazatomprom Purchase"). The Company has until 8 February 2023 to fund the purchase, which enables the Company to transact on U3O8 at an undisturbed price. The price of US$48.90/lb represents a 3.6% discount to current spot prices as at 1 February 2023.
Use of Proceeds
The Company primarily intends to use the proceeds of the Placing for the Kazatomprom Purchase. In addition, the Company will retain sufficient proceeds of the Placing to pay certain costs associated with the Placing and for working capital and general corporate purposes.
Details of the Placing
Cantor, Canaccord and Berenberg will commence the Bookbuild in respect of the Placing with immediate effect.
The Placing is subject to the terms and conditions set out in the appendix to this Announcement (the "Appendix").
The final number of Placing Shares to be issued will be determined following the close of the Bookbuild. The Placing Shares will, when issued, be credited as fully paid and rank pari passu in all respects with the existing issued ordinary shares of the Company.
The timing of the close of the Bookbuild as well as allocation of the Placing Shares are at the discretion of the Joint Bookrunners and the Company. The results of the Placing will be announced as soon as practicable following the close of the Bookbuild.
The Appendix to this announcement (which forms part of this announcement) sets out further information relating to the Bookbuild and the terms and conditions of the Placing.
The Company has shareholder authority to issue up to 49,155,220 Placing Shares in aggregate under the Placing.
The Company has today announced its quarterly operating update for the quarter ended 31 December 2022.
Net Asset Value Update
Yellow Cake's estimated net asset value on 1 February 2023 was £4.27 per share or US$966.5 million, consisting of 18.81 million lb of U3O8, valued at a spot price of US$50.75/lb1 and cash and other current assets and liabilities of US$12.2 million.2