GRIT Investment Trust Enters Non-Binding Agreement to Acquire Swiss Mining Firm Planet Scan AG in Reverse Takeover Deal

GRIT Investment Trust Announces Strategic Acquisition Framework with Planet Scan AG

On 27 July 2026, GRIT Investment Trust plc announced it signed non-binding heads of terms to acquire Planet Scan AG, signaling a transformative strategic pivot for the trust. This follows an earlier update on 10 July 2026 and constitutes a reverse takeover under UK Listing Rules, triggering specific regulatory and procedural obligations. The heads of terms outline the negotiation framework, enabling both parties to advance toward binding agreements while protecting their interests during discussions.

Planet Scan AG, a Swiss-based private company, develops mining assets in Turkey. The announcement does not disclose the acquisition price or valuation. Completion depends on satisfactory due diligence, execution of binding legal documents, publication of a reverse takeover circular, shareholder approval at a general meeting, and regulatory approval from the Financial Conduct Authority (FCA) for cancellation and re-admission of GRIT shares to the Main Market or AIM.

Corum Copper Project and Turkish Mining Assets Form Core of Planet Scan AG's Portfolio

Planet Scan AG’s key asset is the Corum Copper Project in Turkey. Scoping studies for this project have been completed and are undergoing assessment via a Competent Person's Report to validate mineral resource characteristics. This step precedes a more detailed pre-feasibility study, indicating the project has progressed beyond initial conceptual stages but still requires significant capital investment and regulatory approvals before production.

The Corum Copper Project exemplifies an early to mid-stage mining asset demanding patient capital and operational expertise. Turkish mining operations are regulated by local authorities, requiring compliance with mining licenses, environmental standards, and community engagement. The announcement does not specify resource size, production forecasts, capital expenditure, or development timelines. Due diligence will focus heavily on evaluating the project's economic potential, which will influence transaction attractiveness and terms.

Eight-Week Exclusivity Period Ensures Focused Negotiations and Cost Protections

The agreement includes an eight-week exclusivity period preventing either party from engaging with alternative bidders, a common practice in M&A transactions involving private and listed companies. If a party withdraws during this period without a material adverse event arising from due diligence, they must cover the other party’s transaction costs. This arrangement promotes good faith negotiations and protects against abortive expenses.

The exclusivity clause allows withdrawal without penalty if a "demonstrably material adverse matter" occurs, reflecting standard mining sector M&A safeguards against unforeseen regulatory, geopolitical, or technical issues. Additionally, Planet Scan AG may owe further compensation to GRIT if it withdraws after binding agreements are executed, indicating stricter termination terms in final contracts.

Reverse Takeover Classification Triggers Regulatory and Shareholder Approval Requirements

The acquisition qualifies as a reverse takeover under UK Listing Rules, as GRIT is acquiring a substantially transformative unlisted company. This classification mandates publication of a detailed circular to shareholders outlining target company information, transaction terms, pro forma financials, and future strategy. Shareholder approval at a general meeting is required for the deal to proceed.

Further, the transaction requires FCA approval for cancellation and re-admission of GRIT’s shares to trading, either on the Main Market or AIM. The reverse takeover process effectively cancels the existing listing and requires re-application, allowing regulatory scrutiny to ensure compliance with admission standards. This process may extend the transaction timeline and provides shareholders and creditors opportunities to review and challenge the deal.

Trading Suspension Maintained Amid Transaction Developments

Trading in GRIT securities remains suspended following the announcement, consistent with London Stock Exchange protocols during significant corporate actions like reverse takeovers. This suspension prevents trading on incomplete or undisclosed material information, safeguarding market integrity. The suspension will continue until full transaction details are published, shareholder and regulatory approvals are secured, and listing requirements are met.

Investors face an illiquid position potentially lasting several months, depending on due diligence progress and approval timelines. The eight-week exclusivity period suggests binding agreements could be finalized within that timeframe if negotiations proceed smoothly. Investors should watch for further updates on due diligence, circular publication, and shareholder meeting scheduling.

Due Diligence Critical to Assessing Corum Copper Project Viability

Satisfactory due diligence is a condition precedent to completing the transaction, allowing withdrawal if material issues arise. Mining due diligence typically includes technical resource assessments, license and permit reviews, cost and capital expenditure evaluations, geotechnical and regulatory risk analyses. For the Corum Copper Project, this involves scrutinizing scoping study methodologies, Competent Person's Report findings, cost projections, and market assumptions such as copper prices and currency exchange rates.

The announcement does not specify due diligence scope, duration, or advisers engaged. GRIT has appointed AlbR Capital Limited as corporate broker and Beaumont Cornish Limited as financial adviser. Due diligence also assesses Planet Scan AG’s management quality, operational systems, regulatory relationships, and stakeholder engagement. The thoroughness of this process will shape the information presented in the reverse takeover circular and influence shareholder voting.

Audited Financial Statements for Year Ending 31 March 2026 Pending

GRIT is finalizing its audited accounts for the year ended 31 March 2026, with no specific publication date provided. Delays are common amid significant transactions due to accounting complexities such as asset impairments, fair value adjustments, and reverse takeover pro forma reporting requirements.

The audited accounts will offer investors detailed insights into GRIT’s financial status, portfolio composition, fund performance, net asset value, and expense ratios before the acquisition. These will serve as a baseline for comparing pro forma financials in the reverse takeover circular, aiding shareholders’ evaluation of the transaction’s impact. Timely release of these accounts ahead of the shareholder meeting is important for informed voting decisions.

Mining Sector and Turkish Market Context

This acquisition aligns with increased activity in the mining sector, where investment trusts seek advanced-stage assets with potential for value creation amid rising commodity demand. Copper benefits from structural drivers like the global energy transition and electric vehicle growth, both requiring substantial copper inputs. Turkey offers established mining infrastructure and regulatory frameworks but carries emerging market risks including regulatory, geopolitical, and operational challenges.

Turkish mining is regulated by the Ministry of Energy and Natural Resources and must comply with environmental and safety laws. Copper pricing is US dollar-denominated, exposing UK-listed investors to currency risk. Market dynamics are influenced by global economic conditions and demand from construction, electrical, and renewable energy sectors. For GRIT shareholders, the deal represents a concentrated investment in the Corum Copper Project’s success and copper market fundamentals, differing from GRIT’s traditional diversified portfolio approach.

Next Steps Toward Binding Agreements and Transaction Completion

While no guarantee exists that the reverse takeover will complete, the heads of terms are expected to lead to binding agreements subject to due diligence, final legal and commercial terms, and definitive documentation. Further announcements will update shareholders on progress, though no specific timeline for binding agreements or circular publication has been provided. The eight-week exclusivity period sets a target window for preliminary due diligence and negotiation, though the process may extend depending on complexity.

After executing binding agreements, the transaction will enter regulatory approval, involving FCA review and circular publication. A shareholder meeting will follow, typically within two to three months, for voting on the deal. Upon approval, GRIT will seek cancellation of its existing listing and re-admission under the new structure, requiring FCA consent. The entire process from heads of terms to re-admission could span six to twelve months. Investors should monitor official updates for developments affecting the timeline and transaction viability.