Ferrexpo, a mining company with its main assets in Ukraine, has secured a $15 million credit line from Fevamotinico SaRL, a company owned by Minco Trust, whose ultimate beneficiary is businessman Konstantin Zhevago.
According to a stock exchange announcement, Ferrexpo plc has entered into a loan agreement with its largest shareholder, Fevamotinico, which will provide an unsecured credit line in the principal amount of $15 million.
The purpose of the loan is to provide the company with immediate access to liquidity until the completion of the capital raising process totaling approximately $100 million, as announced on September 4, 2026, as well as to support working capital needs and production operations, which resumed on September 7. The loan effectively serves as an advance payment of a portion (approximately $40 million) of the funds that Fevamotinico has committed to contribute as part of the capital raising.
It is specified that interest on the loan is accrued at a rate of 9.75% per annum; the maturity date is 12 months after the date the funds are disbursed. Repayment of the loan, together with accrued interest, will be made by offsetting the amounts that Fevamotinico is required to pay to Ferrexpo under the share subscription agreement following the company’s listing. This loan is subordinated; therefore, claims under it will be satisfied after the claims of the company’s existing unsecured creditors.
If the general meeting to be held on September 21, 2026, does not approve the capital raise or if the placement agreement is terminated, the company may decide to repay the loan by issuing new common shares at the placement price (or, if the fair market value is lower than the placement price, at such lower price as agreed upon by the company and Fevamotinico), subject to compliance with all legal or regulatory requirements regarding such issuance of shares, including obtaining prior approval from independent shareholders.
In addition, as long as the loan remains outstanding, the loan agreement restricts the group members’ ability to raise debt or provide collateral for obligations, except for those falling within specified permitted categories (in particular, a potential credit line to finance trade transactions, as well as certain agreements entered into in the ordinary course of business or between group companies) .
The terms of the loan provide for certain standard events of default that entitle Fevamotinico to demand early repayment of the loan. However, Fevamotinico has agreed not to take any action to collect the loan debt in cash prior to its maturity date. The loan agreement also contains a standstill provision, under which Fevamotinico undertakes not to make any claims against Ferrexpo or to initiate proceedings for its liquidation, external administration, or any other insolvency-related proceedings, nor to facilitate such actions by other parties.
If the fundraising does not take place and the placement agreement is terminated, the principal amount of the loan, together with accrued but unpaid interest, will be due for repayment in cash on the maturity date, unless the alternative repayment mechanism described above—involving the transfer of shares—is successfully implemented. If Ferrexpo is unable to repay the loan in cash by the specified deadline, and the alternative repayment mechanism involving shares is not implemented, the company will have to raise additional financing or negotiate other terms for settling the debt with Fevamotinico.
Fevamotinico is a related party of Ferrexpo under the UK Listing Rules, as it is a significant shareholder of the company and has the right to vote (or control the exercise of voting rights) with respect to 49.27% of the votes at the general meeting of shareholders. Accordingly, the granting of the loan is considered a related-party transaction.
The company’s directors consider the terms of the loan to be fair and reasonable in the interests of the shareholders. The Board of Directors received appropriate advice from BDO LLP, which acts as the company’s sponsor. In providing this advice to the directors, BDO LLP took into account the commercial assessment of the loan conducted by the directors themselves.
Ferrexpo owns a 100% stake in Yeristovsky GOK LLC, a 99.9% stake in Bilanivsky GOK LLC, and 100% of the shares in Poltava GOK PJSC.
