Originally posted by Just_Westy
file:///C:/Users/Paul%20Jarman/Documents/Toyota%20Terms%20ORE.pdf
Whoops trying to paste PDF of ORE TTC agreement but can't work out how to do it.
I think there are some important takeaways for new investors into ORE particularly regarding their involvement with Toyota who will IMHO be instrumental in ongoing push towards increasing Global EV uptakes. They have a worldwide footprint and Toyota Motors is the 2nd biggest manufacturer in the world.
TOYOTA TSUSHO PLACEMENT KEY TERMS
TTC overview ? TTC is approximately 22% owned by Toyota Motor Corporation ("TMC") and approximately 11% owned by Toyota Industries and is the sole general trading arm of the Toyota Group ? TTC is a global organisation with a market capitalisation of A$19bn and has c. 58,000 employees worldwide ?As at 30 September 2017, TTC had a cash balance of c. A$5bn Size and pricing ? Following completion of the Entitlement Offer and placement,
Toyota Tsusho will hold 15% of Orocobre's issued capital on a fully expanded basis. (The term “fully expanded basis” means Orocobre’s issued share capital after completion of Tranche 1 of the placement, the issuance of the shares under the Entitlement Offer and Tranche 2 of the placement) ?
Placement price of A$7.50 per share represents a c.17% premium to Orocobre's 30 day VWAP of A$6.43 (as at close on Monday, 15 January 2018) ? Total of US$224m / A$282m raised with c.37.5m shares bought in the Placement ? Tranche 1: c.31.2m shares – expected to settle on Thursday, 18 January;
Toyota Tsusho will be entitled to participate in the Entitlement Offer in respect of its Tranche 1 shares and has indicated it will take up all of its entitlements ? Tranche 2: c.6.3m shares – subject to shareholder approval Board nominee ? Toyota Tsusho entitled to nominate one non-executive director to the Orocobre board for so long as it has a relevant interest of at least 10% Marketing and customers ?
Toyota Tsusho will have exclusive sales agency rights over all Olaroz Phase 2 production ? However, Orocobre and Toyota Tsusho have joint control over strategic marketing, customer allocation and commercial terms
Procuring Japanese funding support ? Toyota Tsusho has agreed to procure project financing on a best endeavours basis from a Japanese bank for Olaroz Phase 2 up to an amount of US$100 million ?
Toyota Tsusho has also agreed to procure, on a best endeavours basis, Japan Oil, Gas and Metals National Corporation ("JOGMEC") support similar to that obtained for Phase 1 ?
Further details about the potential project financing arrangements are set out on page 18 Standstill ? Two year standstill agreement which caps Toyota Tsusho’s relevant interest in Orocobre shares at 15% on a fully expanded basis, subject to certain exceptions Anti-dilution ?
Toyota Tsusho will be entitled to participate on the same terms offered to any other existing or potential new shareholders in any equity raising (including the Entitlement Offer announced today) ? Two year period and subject to a minimum 10% shareholding Other ?
If Orocobre is required to provide cash backing for any project financing guarantee, Orocobre may, to the extent agreed with Toyota Tsusho, draw down on the cash in certain circumstances, including to cover cost overruns or working capital requirements occasioned by delayed production of Phase 2
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