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$125 million (equivalent to £103 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 £5.50 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 Company and the Joint Bookrunners reserve the right to adjust the gross proceeds to be raised under the Placing. The Placing is being conducted utilising the authorities granted at the annual general meeting of the Company held on 6 September 2023 to allot Ordinary Shares in the Company on a non-pre-emptive basis.
Highlights of the Placing
Intention to conduct a non-pre-emptive placing to raise gross proceeds of up to approximately US$125 million (equivalent to approximately £103 million) at a price of £5.50 per Placing Share.
The proceeds of the Placing will be used to:
fund the purchase of approximately 1.5 million pounds ("lbs") of physical uranium ("U3O8"), fully utilising the Company's purchase option for the calendar year 2023 under the Company's agreement with JSC National Atomic Company Kazatomprom ("Kazatomprom") (the "Kazatomprom Framework Agreement") at a price of US$65.50/lb; and
pay certain costs associated with the Placing and for working capital and general corporate purposes and to potentially fund opportunistic purchases of additional uranium for value at the Company's discretion.
Implied Proforma Net Asset Value at the proposed U3O8 purchase price is £1,089.0 million, equivalent to £5.50 per Ordinary Share.
Implied Net Asset Value at the spot U3O8 price as of 26 September 2023 of US$70.50/lb is £1,171.1 million, equivalent to £5.91 per Ordinary Share.
The U3O8 being purchased in this transaction represents material allocated under Yellow Cake's 2023 purchase option with Kazatomprom. Delivery of the material purchased pursuant to the 2023 Kazatomprom option is anticipated to be received in H1 2024.
The Kazatomprom offer price of US$65.50/lb represents a 7.1% discount to the current spot price of US$70.50/lb (as at 26 September 2023).
The Company believes that the current level of the uranium price offers a compelling buying opportunity:
The uranium spot price has strengthened significantly in 2023, rising to US$70.50/lb. The spot price trend through to the end of the year 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 volumes in 2023 are expected to exceed those seen in 2022, as nuclear utilities strive to secure future fuel needs. The market is also seeing a diversification of sources 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$65.00/lb and US$70.25/lb respectively. There are currently 436 operable reactors globally, and 170 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:
"We continue to have confidence in the long-term outlook for uranium and believe now is the right time to take up our 2023 option with Kazatomprom in full. This option, which we negotiated ahead of our IPO in 2018, allows us to purchase up to US$100 million of uranium every year until 2027. By raising capital now, we will materially increase our current uranium holdings in line with our strategy. The supply demand fundamentals influencing the uranium price have strengthened even further, with rising production costs and utilities re-stocking representing additional drivers to the investment case."
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. 2023 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. In February 2023, Yellow Cake raised approximately US$75 million and via partially exercising its 2022 option under the Kazatomprom Framework Agreement, acquired a total of 1.35 million lb of U3O8. The U3O8 being purchased in this proposed transaction represents material allocated under Yellow Cake's 2023 option with Kazatomprom. The Company continues to believe that the structural misalignment of supply and demand in the uranium market points to uranium prices increasing from present levels.
Yellow Cake currently holds 18.81 million lb of U3O8, with a further 1.35 million lb of U3O8 expected to be delivered in relation to the 2022 Kazatomprom option by 30 September 2023. All of this material will be held in storage in Canada and France. Delivery of the 2023 Kazatomprom option purchased material is anticipated in 2024.
At the annual general meeting held on 6 September 2023, the Company received shareholder approval to issue an aggregate of up to 57,813,606 shares to raise proceeds to fund the exercise of 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 20 September 2023, a purchase price for U3O8 of US$65.50/lb was proposed to the Company by Kazatomprom (using market indicators) for the 2023 option to purchase U3O8 under the terms and conditions of the Kazatomprom Framework Agreement (the "Kazatomprom Purchase"). The Company has until 4 October 2023 to fund the purchase, which enables the Company to transact on U3O8 at an undisturbed price. The price of US$65.50/lb represents a 7.1% discount to the current spot price of US$70.50/lb (as at 26 September 2023).
Use of Proceeds
The Company primarily intends to use the proceeds of the Placing to fund the Kazatomprom Purchase. In addition, the Company will retain sufficient proceeds of the Placing to pay certain costs associated with the Placing, for working capital and general corporate purposes and to fund opportunistic purchases of U3O8 for value in the spot market.
In connection with the Subscription Agreement entered into at the time of the Company's IPO, the Company has granted Uranium Royalty Corporation ("URC") an option to acquire between US$2.5 million and US$10 million worth of U3O8 per year in each of the nine calendar years commencing on 1 January 2019, up to a maximum aggregate amount over such nine year period of US$31.25 million worth of U3O8. The price to be paid by URC in the event it exercises its option would be the same price as that which would be payable if the Company were to exercise its rights under the Kazatomprom Framework Agreement to acquire the relevant quantity of U3O8 from Kazatomprom at the relevant time. If URC exercises its option during 2023, the Company will purchase the U3O8 to be delivered to URC pursuant to the option or may deliver it from its own holdings. The price at which URC is entitled to purchase the relevant U3O8 under the option may differ from the price paid by the Company.
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 Company has shareholder authority to issue up to 57,813,606 Placing Shares in aggregate under the Placing.
Net Asset Value Update
Yellow Cake's estimated proforma net asset value on 26 September 2023 was £5.91 per share or US$1,436.0 million, consisting of 20.16 million lb of U3O8, valued at a spot price of US$70.50/lb and cash and other current assets and liabilities of US$15.0 million.
At a price of US$65.50/lb, the price at which Kazatomprom proposed to sell up to US$100 million of uranium to the Company under the terms of the Kazatomprom Framework Agreement, Yellow Cake's estimated proforma net asset value on 26 September 2023 was £5.50 per share or US$1,335.2 million, based on 20.16 million lb of U3O8 and cash and other current assets and liabilities of US$15.0 million.