Ferrexpo PLC
08 September 2026
8 September 2026
Ferrexpo plc
("Ferrexpo", the "Group" or the "Company")
US$15 Million Loan Facility from Fevamotinico and Related Party Transaction
Ferrexpo plc (LSE: FXPO), a producer and exporter of premium iron ore products, announces that it has entered into a loan agreement with Fevamotinico S.à r.l. ("Fevamotinico"), the Company's largest shareholder, pursuant to which Fevamotinico will make available an unsecured loan facility to the Company in the principal amount of US$15 million (the "Loan").
The Loan is intended to provide the Company with immediate access to liquidity ahead of completion of the approximately US$100 million fundraising announced by the Company on 4 September 2026 (the "Fundraise"), and to support the Company's working capital requirements and the Group's production operations that restarted as announced on 7 September. The Loan represents a pre-payment of part of Fevamotinico's approximately US$40 million subscription under the Fundraise.
Loan terms
The Loan bears interest at the rate of 9.75 per cent. per annum and matures 12 months after the date of the Loan (the "Maturity Date"). The Loan plus accrued interest will be repayable by way of set-off against the amounts owing by Fevamotinico to the Company under the Subscription Agreement upon Admission.
The Loan has been entered into on a subordinated basis and therefore will rank behind existing unsecured creditors of the Company.
In the event the Resolutions to approve the Fundraise are not passed at the General Meeting to be held on 21 September 2026 or if the Placing Agreement is terminated, the Company may elect to have the Loan repaid through the issue of new Ordinary Shares at the Issue Price (or if fair market value is less than Issue Price, at such lower price as may be agreed between the Company and Fevamotinico) subject to satisfying any legal or regulatory conditions relating to such share issuance, including the prior approval of independent Shareholders.
In addition, for so long as the Loan remains outstanding, the Loan Agreement restricts members of the Group from incurring financial indebtedness or granting security other than indebtedness and security falling within specified permitted categories, which include the Potential Trade Finance Facility and certain ordinary course and intra-group arrangements.
The Loan contains certain customary events of default which would enable Fevamotinico to accelerate repayment of the Loan, however Fevamotinico has agreed that it will not take steps to recover repayment of the Loan in cash prior to the Maturity Date. The Loan also includes a standstill provision pursuant to which Fevamotinico agrees it shall not issue any demand on, or seek to petition for the winding up of, the Company, its administration or any other insolvency process and will not assist or procure anyone else in doing so.
Cash repayment mechanics
If the Fundraise does not complete and the Placing Agreement is terminated, the principal amount of the Loan, together with any accrued but unpaid interest, will fall due for repayment in cash on the Maturity Date unless the alternative share repayment arrangements described above are successfully implemented.
If the Company is unable to repay the Loan in cash when due and the alternative share-repayment arrangements have not been implemented, the Company would need to obtain additional funding or seek to agree alternative arrangements with Fevamotinico.
Related Party Transaction
Fevamotinico is a related party of the Company for the purposes of the UK Listing Rules as it is a substantial shareholder of the Company, which is entitled to exercise, or control the exercise of, 49.27% of the votes able to be cast at general meetings of the Company. Accordingly, the Loan constitutes a related party transaction under UKLR 8.2.1R.
The Directors of the Company consider the terms of the Loan to be fair and reasonable as far as shareholders are concerned. The Board has been so advised by BDO LLP as sponsor to the Company. In providing its advice to the Directors, BDO LLP has taken into account the Directors' commercial assessment of the Loan.
Unless otherwise indicated, capitalised terms in this Announcement have the meaning given to them in Appendix E of the Company's announcement of 3 September 2026 titled "Proposed equity fundraise to raise US$100 million".
This announcement contains inside information. The person responsible for the release of this announcement is Mark Gregory, Group Company Secretary.
For further information please contact:
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Ferrexpo (via Tavistock) |
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Nick Bias |
n.bias@ferrexpo.ch |
+44 (0)7733 177 831 |
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Tavistock |
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Jos Simson |
ferrexpo@tavistock.co.uk |
+44 (0) 20 7920 3150 |
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Gareth Tredway |
About Ferrexpo:
Ferrexpo is a Swiss headquartered iron ore company with assets in Ukraine and a listing in the equity shares commercial companies category on the London Stock Exchange (ticker FXPO). The Group produces premium grade iron ore products sold to the global steel industry and enabling steel makers to reduce carbon emissions and increase productivity. Ferrexpo's operations have been supplying the global steel industry for over 50 years with a customer base comprising of premium steel mills around the world. For further information, please visit www.ferrexpo.com.
LEI: 213800CEDKSNUTPAQZ41
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