Vast Resources plc / Ticker: VAST / Index: AIM / Sector: Mining
24 November 2017
Vast Resources plc
(“Vast” or the “Company”)
Open Offer to raise up to 1.23 million
Vast Resources plc, the AIM-listed mining company with operating mines in Romania and Zimbabwe, announces that further to the Company's announcement of 21 November a circular, including an Application Form, will be posted to Shareholders today (the 'Circular'). A copy of the Circular and Application Form will be available to view on the Company's website www.vastresourcesplc.com.
The total subscription proceeds payable by Shareholders under the Open Offer shall be less than 5 million (or an equivalent Sterling amount) in aggregate. Therefore, in accordance with Section 85 and Schedule 11A of FSMA, the Circular is not, and is not required to be, a prospectus for the purposes of the Prospectus Rules and has not been prepared in accordance with the Prospectus Rules. Accordingly, the Circular has not been, and will not be, reviewed or approved by the Financial Conduct Authority of the United Kingdom, pursuant to sections 85 and 87 of FSMA, the London Stock Exchange, any securities commission or any other authority or regulatory body. In addition, this document does not constitute an admission document drawn up in accordance with the AIM Rules for Companies.
The definitions that apply throughout this announcement can be found at the end of this announcement.
As announced on 21 November 2017, subject to admission to AIM, the Company completed a placing with new investors to raise 1 million at a price of 0.525 pence per Ordinary Share (the “Placing”). This followed the approval by Shareholders at the Company's General Meeting on 10 November 2017 of resolutions concerning the Company's ability to issue Ordinary Shares.
Supplemental to the Placing, and in order to allow all Shareholders to participate on the same terms as those investors in the Placing, the Company is now undertaking an 1 (One) for 20 Open Offer to raise up to approximately 1.23 million.
Through its recent announcements the Company has signalled that its Directors have estimated a strategic financial requirement for its operations of US$ 10 million (details of which are set out below) and the Company believes it is in a good position to obtain non-equity diluting off-take financing that will see both the Company's Baita Plai Polymetallic Mine and the Manaila Polymetallic Mine reach their objectives. It is believed that a significant portion of the capital requirements of the Company can be funded by these sources or by other non-dilutionary methods.
While such measures are being negotiated the Company requires finance towards its overall $10 million requirement which it believes should be satisfied by the Placing supplemented by such amount as it raises in the Open Offer.
2. Background to the Company
Vast Resources plc is an international mining company with operations in Romania and Zimbabwe.
In Romania, the Company owns a 100 per cent. interest in the Manaila Polymetallic Mine in Suceava County, northern Romania ('MPM') where economic mineralisation is comprised of copper, lead, zinc, gold and silver. The Company also holds an 80 per cent. interest in the well-developed, underground, Baita Plai Polymetallic Mine (“BBPM”), located in the Apuseni Mountains, Transylvania, an area which hosts Romania's largest polymetallic and uranium mines. The Company is currently awaiting finalisation of the award of the association licence to mine at Baita Plai, which is expected imminently.
In Zimbabwe, the Company holds a controlling 25 per cent. interest in the Pickstone-Peerless Gold Mine (“PPGM”), and the Giant Gold Mine (“GGM”).
In the short-term, the Company is focused on:
optimising mining operations at Manaila Polymetallic Mine and exploring and developing the proximal area with the objective of establishing a multi-pit mining operation and new metallurgical processing complex;
subject to the award of the association licence, to commission Baita Plai Polymetallic Mine ; and
completion of the construction of the sulphide plant at PPGM.
Additionally, the Company is now evaluating recommencement of operations at GGM which is proximal to PPGM.
The Board sees that MPM and BPPM will serve as a test case for future developments in Romania, which includes pursuing the Company's relationship with Remin SA., amongst other interesting prospects.
The Company also has a pipeline of additional assets at various stages in the development curve, from deposit discovery to previously producing mines; the Board aims to realise these assets within a sensible time frame. In the interim, the Company is committed to keeping a low-cost base and generating revenues.
3. The Open Offer and Placing
The Company is proposing to raise, assuming the issue of the maximum number of New Ordinary Shares pursuant to the Open Offer, gross proceeds of approximately 1.23 million (before expenses) by the issue of up to 234,261,876 New Ordinary Shares at the Issue Price, being 0.525 pence per New Ordinary Share.
The Open Offer is supplemental to the Placing to raise 1 million (before expenses) at the same Issue Price which was announced on 21 November 2017. The Ordinary Shares to be issued pursuant to the Placing will not qualify for the Open Offer..
Qualifying Shareholders on the register of members at the close of business on 22November 2017 are being given the opportunity to subscribe for Open Offer Shares at the Issue Price pro rata to their holdings of Existing Ordinary Shares on the Record Date up to approximately 1.23 million (before expenses) on the basis of:
1 (One) Open Offer Share for every 20 Existing Ordinary Shares then held
The New Ordinary Shares, when issued and fully paid, will rank pari passu in all respects with the Existing Ordinary Shares including the right to receive all dividends and other distributions declared in respect of such Ordinary Shares by reference to a record date falling after the date of issue of the New Ordinary Shares.
Qualifying Shareholders are also being given the opportunity, provided that they take up their Open Offer Entitlement in full, to apply for Excess Shares through the Excess Application Facility.
Application is being made for the New Ordinary Shares to be admitted to trading on AIM and it is expected that Admission will become effective and dealings in the New Ordinary Shares will commence on 13 December 2017.
Following Admission and assuming the issue of all the New Ordinary Shares, the total issued share capital of the Company will be 5,110,975,579 Ordinary Shares.
The Open Offer is conditional upon admission of the Placing Shares and the Open Offer Shares to AIM by 20December 2017. In the event that this condition is not satisfied by 20 December 2017, or such later date as the Company may decide (being no later than 8.00 a.m. on 29December 2017), the Open Offer will not proceed. In such circumstances, application monies will be returned at the applicant's risk without payment of interest, as soon as practicable thereafter.
Fractions of Open Offer Shares will not be allotted; instead, each Qualifying Shareholder's entitlement under the Open Offer will be rounded down to the nearest whole number. The fractional entitlements may be aggregated and made available via the Excess Application Facility.
Qualifying Shareholders with holdings of Existing Ordinary Shares in both certificated and uncertificated form will be treated as having separate holdings for the purpose of calculating the Open Offer Entitlements.
Further details concerning the Open Offer are given in paragraph 6 below.
4. Current Trading and Outlook
The Company has made significant progress over the last 20 months, over which it has completed its transition from an explorer to a miner.
Manaila Polymetallic Mine
This is an open-pit mine with a current JORC Indicated and Inferred mineral resource of 2,600,000 tonnes open pit at 1.0% copper and 0.9% zinc at a cut-off grade of 0.25% copper, together with considerable exploration targets.
The Group has increased its holding in the mine to 100%.
A licence extension has been obtained that increases the total prospecting licence area by more than 20times.
Production has increased over the time period and optimisation initiatives undertaken.
A zinc flotation line has been installed to establish a second revenue stream.
A gravity concentrator has been installed to extract a pyrite concentrate containing gold credits.
A phase 1, ten-hole drill programme for 1,000 metres at the Carlibaba prospect located adjacent to the current Manaila open pit has been completed and results announced on 4October 2017. Phase 2 drilling to test the extension of the ore body at depth has been completed and assays sent to an independent external laboratory for analysis.
It is the Group's objective to establish a second open pit mining operation at Carlibaba and to establish an enlarged mining complex that will utilise a centralised metallurgical processing facility for both open pits.
Baita Plai Polymetallic Mine
This is a skarn deposit comprising several veins in calcareous sediments in 5 distinct pipes with a reserve and resource under the Romanian reporting system of 1,800,000tonnes copper-lead-zinc, gold and silver with uncategorised resources of molybdenum, tungsten and bismuth.
This has uncategorised resources in other pipes and a substantial exploration upside.
After an extremely long and difficult process due to the insolvency of the previous owner, the point has been reached where the Directors believe that the grant of an association licence giving the right to mine is imminent.
The mine is expected to become operational within 6 months of the grant of the licence.
The budgeted expenditure before first revenue is $1.5 million (CAPEX $1.2m + resource drilling $0.3m). This low figure reflects the fact that the Group has acquired 60 years of infrastructure development and investment that would take 5-10 years to build today. Basic care and maintenance has been undertaken by the company to ensure access to the underground infrastructure is unimpeded.
Additional Romanian Interests
Commencing prospecting activities at Piciorul Zimbrului and Magura Neagra (74km from Manaila) in October 2017. Initial estimates derived from open source literature related to the mineralisation at Magura Neagra have indicated an exploration target (non JORC compliant) of up to 3,000MT of ore to a depth of 600metres at grades of up to 0.8% copper and 0.5 grams per tonne gold.
Pickstone Peerless Gold Mine
Significantly increased production and revenues have been achieved.
A new sulphide plant is nearly completed and due for commissioning imminently. This is estimated to increase production to at least 35,000 tonnes per month from the current level of 20,000 tonnes per month.
5. Reasons for the Placing and the Open Offer
Through its recent announcements, the Company has signalled that its Directors have estimated a strategic financing requirement for its operations of US$10 million, to be applied as follows:
Manaila Polymetallic Mine new metallurgical complex
Baita Plai Polymetallic Mine reopening
Baita Plai Polymetallic Mine underground resource drilling
Piciorul Zimbrului and Magura Neagra prospecting
UK and Romania overheads – 12 months
Repayment of SSGI loan to finalise Baita Plai exploitation licence
General working capital
As announced on 6 October 2017, encouraged by the drilling results to date at Carlibaba, the Company believes it is in a good position to obtain substantial offtake debt finance from metal traders. The Company has started an offtake contract bidding process linked to pre-shipping finance, funded by the retention of a portion of subsequent concentrate sale proceeds, and it is believed that a significant proportion of the capital requirements of the Company can be funded from these sources or by other non-dilutionary methods.
While such measures are being negotiated, the Company requires finance on account of its overall requirement, which it believes should be satisfied by an equity fundraise of a minimum 1million together with a likely further sum capped at 1.23million. It has accordingly completed a Placing to raise 1million, and in order to give shareholders the right to contribute on the same terms is raising the further sum by an Open Offer to its shareholders to raise up to a further 1.23million at the same Issue Price.
6. Further details concerning the Open Offer Excess Application Facility
Provided that they take up their Open Offer Entitlement in full, Qualifying Shareholders may apply to subscribe for Excess Shares using the Excess Application Facility, should they wish. Qualifying Non-CREST Shareholders wishing to subscribe for Excess Shares may do so by completing the relevant sections on the Application Form. Qualifying CREST Shareholders who wish to apply to subscribe for more than their Open Offer Entitlement will have Excess CREST Open Offer Entitlements credited to their stock account in CREST.
Applications for Excess Open Offer Entitlements will be satisfied only and to the extent that corresponding applications by other Qualifying Shareholders are not made or are made for less than their Open Offer Entitlements. Once subscriptions by Qualifying Shareholders under their respective Open Offer Entitlements have been satisfied, the Company shall, in its absolute discretion, determine whether to meet any excess applications in full or in part and no assurance can be given that applications by Qualifying Shareholders under the Excess Application Facility will be met in full, in part or at all.
Qualifying non-CREST Shareholders
If you are a Qualifying non-CREST Shareholder you will have received an Application Form with this document which gives details of your maximum entitlement under the Open Offer (as shown by the number of Open Offer Entitlements allocated to you). If you wish to apply for Open Offer Shares under the Open Offer (whether in respect of your Open Offer Entitlement or both your Open Offer Entitlement and any Excess Open Offer Entitlements), you should complete the accompanying Application Form.
Qualifying CREST Shareholders
If you are a Qualifying CREST Shareholder and do not hold any Ordinary Shares in certificated form, no Application Form accompanies this document and you will receive a credit to your appropriate stock account in CREST in respect of the Open Offer Entitlements representing your maximum entitlement under the Open Offer except (subject to certain exceptions) if you are an Overseas Shareholder who has a registered address in, or is a resident in or a citizen of a Restricted Jurisdiction. Applications by Qualifying CREST Shareholders for Excess Open Offer Entitlements in excess of their Open Offer Entitlements should be made in accordance with the procedures set out.
Qualifying CREST Shareholders who are CREST sponsored members should refer to their CREST sponsors regarding the action to be taken in connection with this document and the Open Offer.
The latest time for applications under the Open Offer to be received is 11.00 a.m. on 11December 2017. The procedure for application and payment depends on whether, at the time at which application and payment is made, you have an Application Form in respect of your entitlement under the Open Offer or have Open Offer Entitlements credited to your stock account in CREST in respect of such entitlement.
In any event, the Directors will continue to assess suitable available funding options for the Company going forward for the purposes of bolstering the Company's working capital position and securing the funding necessary to pursue its corporate strategy.
7. Directors' interests
Following completion of the Placing (as described above), the interests of the Directors in the Company are, as shown below. The Directors will not be participating in the Open Offer as they deem that they are in a Close Period with respect to publication of their interim financial results for the half year ended 30 September 2017 which may not be announced prior to the closing date of the Open Offer.
Directors, senior managers and associated holdings
No. of Ordinary Shares currently held
% of Currently Issued Share Capital
% of Enlarged Share Capital
* The above assumes full take-up of the Open Offer and that no Open Offer Shares are issued to Directors pursuant to the Open Offer and no new or existing options are granted or exercised.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Expected date of admission of the Placing Shares 27 November 2017
Record Date for entitlement under the Open Offer 22November 2017
Announcement of the Open Offer and Ex-Entitlement Date 7.00 a.m. on 24November 2017
Posting of this document to Qualifying
non-CREST shareholders only, the Application Form 24November 2017
Open Offer Entitlements and Excess CREST Open Offer 27November 2017 Entitlements credited to stock accounts in CREST of
Qualifying CREST Shareholders
Latest recommended time and date for requesting withdrawal of 4.30 p.m. on 5 December 2017
Open Offer and Excess CREST Open Offer Entitlements from CREST
Latest time for depositing Open Offer Entitlements and Excess CREST 3.00 p.m. on 6 December 2017
Open Offer Entitlements into CREST
Latest time and date for splitting Application Forms (to satisfy bona fide 3.00 p.m. on 7December 2017
Latest time and date for receipt of completed Application 11.00 a.m. on 11December 2017
Forms and payment in full from Qualifying Shareholders under the Open Offer or settlement of relevant CREST instruction (as appropriate)
Expected date of announcement of results of the Open Offer 12December 2017
Admission effective and dealings in the New Ordinary Shares expected 13December 2017
Expected date for crediting of the New Ordinary Shares in uncertificated 13December2017
form to CREST accounts
Expected date of despatch of definitive share certificates for new ordinary 20December2017
shares in certificated form
(1) If you have any questions on the procedure for acceptance and payment, you should contact Link Asset Services on 0371 664 0321. Calls are charged at standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9.00 a.m. – 5.30 p.m., Monday to Friday excluding public holidays in England and Wales. Please note that Link Asset Services cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.
(2) The dates set out in the Expected Timetable of Principal Events above and mentioned throughout this document may be adjusted by Vast Resources in which event details of the new dates will be notified to AIM and, where appropriate, to Shareholders.
(3) All references to time in this document are to time in London, United Kingdom.
OPEN OFFER STATISTICS
Number of Existing Ordinary Shares in issue as at the date of this document
Number of Post Placing Ordinary Shares expected to be in issue*
Basis of the Open Offer
1 (One) Open Offer Share for every 20 Existing Ordinary Shares
Maximum number of New Ordinary Shares expected to be issued pursuant to the Open Offer:
Enlarged Share Capital immediately upon Admission of the Open Offer Shares
Percentage of the Enlarged Share Capital represented by the Open Offer Shares
Gross proceeds of the Open Offer* (approximately)
ISIN of the Open Offer Entitlement
ISIN of the Excess Open Offer Entitlements
* This includes 1,000,000 Ordinary Shares issued on the same day as the Placing (21 November 2017) following an exercise of warrants The Placing Shares do not qualify for the Open Offer.
Definitions included in this Announcement are derived from the Company's Open Offer Circular. The following definitions apply throughout this announcement unless the context otherwise requires:
“2006 Act” or “Act”
the Companies Act 2006
admission of the New Ordinary Shares to trading on AIM and such admission becoming effective in accordance with Rule 6 of the AIM Rules for Companies
the market of that name operated by the London Stock Exchange
“AIM Rules for Companies“
the AIM Rules for Companies, as published and amended from time to time by the London Stock Exchange
“AIM Rules for Nominated Advisers“
the rules for nominated advisers to AIM companies, as published and amended from time to time by the London Stock Exchange
a Qualifying Shareholder or a person entitled by virtue of a bona fide market claim who lodges an Application Form under the Open Offer
the application form which accompanies this document on which Qualifying non-CREST Shareholders may apply for Open Offer Shares under the Open Offer
the existing articles of association of the Company as at the date of this document
Beaumont Cornish Limited
“Board” or “Directors
the directors of the Company from time to time
the Baita Plai polymetallic mine in Transylvania, Romania
any day (other than a Saturday or Sunday) upon which commercial banks are open for business in London
Brandon Hill Capital Limited, a joint broker to the Company
“Company” or “Vast Resources“
the relevant system for the paperless settlement of trades and the holding of uncertificated securities operated by Euroclear UK & Ireland in accordance with the CREST Regulations
the rules governing the operation of CEST, consisting of the CREST Reference Manual, CREST International Manual, CREST Central Counterparty Service Manual, CREST Rules, Registrars Service Standards, Settlement Discipline Rules, CCSS Operations Manual, Daily Timetable, CREST Application Procedure and CREST Glossary of Terms (all as defined in the CREST Glossary and Terms promulgated by Euroclear and as amended from time to time)
a person who has been admitted by Euroclear UK & Ireland as a system-member (as defined in the CREST Regulations)
a person who is, in relation to CREST, a system participant (as
defined in the CREST Regulations)
shall have the meaning given in the CREST Manual issued by Euroclear UK & Ireland
the Uncertificated Securities Regulations 2001, as amended
a CREST participant admitted to CREST as a CREST sponsor
the directors of the Company
“Disclosure and Transparency Rules“
the disclosure rules and transparency rules made by the UK Listing Authority under Part VI of FSMA (as amended from time to time)
“Enlarged Share Capital“
the issued ordinary share capital of the Company immediately following Admission assuming issue of the Placing Shares and that the Open Offer is fully subscribed
“euro“, “” or “EUR“
the official currency of the European Union
“Euroclear UK & Ireland“
Euroclear UK & Ireland Limited, the operator of CREST
“Excess Application Facility“
the arrangement pursuant to which Qualifying Shareholders may apply for additional Open Offer Shares in excess of their Open Offer Entitlements and which may be subject to scaling back in accordance with the provisions of this document in accordance with the terms and conditions of the Open Offer
“Excess CREST Open Offer Entitlements“
in respect of each Qualifying CREST Shareholder, the entitlement to apply for Open Offer Shares in addition to his Open Offer Entitlement credited to his stock account in CREST, pursuant to the Excess Application Facility which is conditional on him taking up his Open Offer Entitlement in full and which may be subject to scaling back in accordance with the provisions of this document
“Excess Open Offer Entitlement“
an entitlement for each Qualifying Shareholder to apply to subscribe for Open Offer Shares in addition to his Open Offer Entitlement pursuant to the Excess Application Facility which is conditional on him taking up his Open Offer Entitlement in full and which may be subject to scaling back in accordance with the provisions of this document
Open Offer Shares in addition to the Open Offer Entitlement for which Qualifying Shareholders may apply under the Excess Application Facility
“Excluded Overseas Shareholder”
an Overseas Shareholder who is resident in, or who has a registered mailing address in a Restricted Jurisdiction
“Existing Issued Share Capital“
the issued ordinary share capital of the Company as at the date of this document
“Existing Ordinary Shares“
the existing Ordinary Shares as at the date of this document
the Financial Conduct Authority of the United Kingdom
the Financial Services and Markets Act 2000 (as amended)
the Giant gold mine in Zimbabwe
the Company together with its subsidiaries from time to time
International Securities Identification Number
0.525 pence per New Ordinary Share
Link Asset Services, a trading name of Link Market Services Ltd
“London Stock Exchange“
London Stock Exchange plc
“Money Laundering Regulations“
the Money Laundering Regulations, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (as amended)
the Manaila polymetallic mine in Suceava County, Romania
“New Ordinary Shares“
the new Ordinary Shares to be issued pursuant to the Open Offer
the daily official list maintained by the Financial Conduct Authority
the invitation to Qualifying Shareholders to apply to subscribe for Open Offer Shares on the terms and subject to the conditions set out in Part III of this document and, where relevant, in the Application Form
“Open Offer Entitlement“
the pro rata basic entitlement for Qualifying Shareholders to apply to subscribe for 1 (One) Open Offer Share for every 20 Existing Ordinary Shares held by them on the Record Date pursuant to the Open Offer
“Open Offer Shares“
the 234,261,876 New Ordinary Shares for which Qualifying Shareholders are being invited to apply under the terms of the Open Offer
the ordinary shares of 0.1 pence each in the capital of the Company
a Shareholder who is resident, or who is a citizen of, or which are corporations, partnerships or entities created or organised under the laws of countries, or who has a registered address in a jurisdiction outside the United Kingdom
the identification code or membership number used in CREST to identify a particular CREST member or other CREST participant
the placing announced on 21November 2017
the Ordinary Shares issued pursuant to the Placing
“Post Placing Issued Share Capital”
the expected issued ordinary share capital of the Company post admission of the Placing Shares to AIM
“Post Placing Ordinary Shares”
the Ordinary Shares that are expected to be in issue post admission of the Placing Shares to AIM
the Pickstone Peerless gold mine in Zimbabwe
the rules made by the FCA under Part VI of FSMA in relation to offers of transferable securities to the public and admission of transferable securities to trading on a regulated market
“Qualifying CREST Shareholders“
Qualifying Shareholders whose Existing Ordinary Shares on the register of members of the Company at the close of business on the Record Date were held in uncertificated form
“Qualifying non-CREST Shareholders“
Qualifying Shareholders whose Existing Ordinary Shares on the register of members of the Company at the close of business on the Record Date were held in certificated form
holders of Existing Ordinary Shares on the register of members of the Company at the Record Date (but excluding any Overseas Shareholders who are resident in, or who are citizens of, or who have a registered address in a Restricted Jurisdiction)
Link Asset Services, Corporate Actions, The Registry, 34Beckenham Road, Beckenham, Kent, BR3 4TU
Link Asset Services, The Registry, 34Beckenham Road, Beckenham, Kent, BR3 4TU
Ordinary Shares and/or rights to subscribe for or convert any security into Ordinary Shares
each and any of the United States of America, Australia, Canada, Japan, New Zealand, the Republic of South Africa, Singapore and any other jurisdiction where the extension or availability of the Open Offer would or might breach any applicable law or regulations
the US Securities Exchange Commission
a holder of Ordinary Shares
the register of Shareholders of the Company
“sterling“, “pounds sterling“,”“,
“pence” or “p”
the lawful currency of the United Kingdom
an account within a member account in CREST to which a holding of a particular share or other security in CREST is credited
SVS Securities plc, a joint broker to the Company
“UK Listing Authority“
the FCA acting in its capacity as the competent authority for the purposes of Part VI of FSMA
“United Kingdom” or “UK“
the United Kingdom of Great Britain and Northern Ireland
“United States” or “US“
the United States of America
“US$” or “US dollar“
the lawful currency of the United States of America
“US Securities Act“
the United States Securities Act of 1933
For further information, visit www.vastresourcesplc.com or please contact:
Vast Resources plc
+44 (0) 20 7236 1177
Beaumont Cornish – Financial & Nominated Adviser
Brandon Hill Capital Ltd – Joint Broker
+44 (0) 20 3463 5016
SVS Securities Plc – Joint Broker
+44 (0) 20 3700 0100
St Brides Partners Ltd
The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 (“MAR”).
Vast Resources plc is an AIM listed mining and resource development company focussed on the rapid advancement of high quality brownfield projects and recommencing production at previously producing mines in Romania.
Vast Resources currently own and operates the Manaila Polymetallic Mine in Romania, which was commissioned in 2015. The Company's portfolio also includes the Baita Plai Polymetallic Mine in Romania, where work is currently underway towards obtaining the relevant permissions to start developing and ultimately commissioning the mine.
The Company also has interests in a number of projects in Southern Africa including a 25 per cent. interest in the producing Pickstone-Peerless Gold Mine in Zimbabwe.