TIDMMPL
RNS Number : 3918F
Mercantile Ports & Logistics Ltd
07 July 2023
THIS ANNOUNCEMENT (THE "ANNOUNCEMENT") AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE
OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
INTO THE UNITED STATES OF AMERICA, ITS STATES, TERRITORIES AND
POSSESSIONS ("UNITED STATES"), AUSTRALIA, CANADA, JAPAN, SINGAPORE,
THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH
SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE PROHIBITED BY
ANY APPLICABLE LAW.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR ISSUE
OR THE SOLICITATION TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY
SECURITIES.
7 July 2023
Mercantile Ports & Logistics Limited
("MPL" or the "Company" and, together with its subsidiaries, the
"Group")
Publication of Circular and Notice of Annual General Meeting
Further to the announcement of 27 June 2023 regarding a proposed
Subscription for 13,333,333 Subscription Shares to raise
GBP399,999.99 (before expenses) (the "Subscription Announcement")
and the announcement of 29 June 2023 regarding the publication of
the Company's annual report and financial statement for the year
ended 31 December 2022, Mercantile Ports & Logistics Limited
(AIM: MPL) announces that it will today publish and despatch to the
shareholders of the Company (the "Shareholders") the Circular in
connection with the proposed Subscription, which shall include the
notice of the Company's annual general meeting (the "Annual General
Meeting") to be held at 11.00 a.m. on 28 July 2023.
The business of the Annual General Meeting includes ordinary and
special business which public companies regularly bring to
Shareholders and special business in respect of the
Subscription.
Other than where defined, capitalised terms used in this
Announcement have the meanings given to them in the Subscription
Announcement.
The expected timetable of principal events in relation to the
Subscription is as follows:
Event Time and date (as
applicable)
Announcement of the Subscription 5.39 p.m. on 27 June
2023
Latest Practicable Date 6 July 2023
Publication and posting of the Circular 7 July 2023
Latest time and date for receipt of completed Forms 11.00 a.m. on 26 July
of Proxy to be valid at the Annual General Meeting 2023
Annual General Meeting 11.00 a.m. on 28 July
2023
Announcement of results of the Annual General Meeting 28 July 2023
Expected date when Admission is effective and unconditional 8.00 a.m. on 31 July
dealings in the Subscription Shares on AIM commence 2023
Expected date for crediting of the Subscription Shares 31 July 2023
in uncertificated form to the Subscriber's CREST
members' accounts
Expected date of dispatch of share certificates in Within 10 Business
respect of the Subscription Shares in certificated Days of Admission
form
(1.) Each of the times and dates above are indicative only and
are subject to change. If any of the above times and/or dates
change, the revised times and/or dates will be notified by the
Company to the Shareholders by announcement through a regulatory
information service.
(2.) A paper proxy form will not be enclosed with the Circular.
Shareholders are able to vote online by logging on to https://
www.signalshares.com and following the instructions provided or, in
the case of CREST members, by using the CREST electronic form of
proxy appointment service set out in notes 7 to 10 to the Notice of
Annual General Meeting in the Circular. A hard copy proxy form can
be requested from Link Group, the registrars of the Company (the
"Registrars"), further details of which are set out in note 14 to
the Notice of Annual General Meeting in the Circular. If you have
questions on how to complete the form of proxy, please contact the
Registrars on 0371 664 0300 or, if phoning from outside the UK, on
+44 371 664 0300. Calls are charged at the standard geographic rate
and will vary by provider. Calls outside the United Kingdom will be
charged at the applicable international rate. Lines are open
between 09:00 - 17:30, Monday to Friday (excluding public holidays
in England and Wales).
A copy of the Circular will be available on the Group's website
at
https://www.mercpl.com/article/investor-relations/shareholder-circulars/9
.
For further information, please visit www.mercpl.com or
contact:
MPL c/o SEC Newgate
+44 (0) 20 3757 6880
Cenkos Securities plc Stephen Keys
(Nomad and Broker) +44 (0) 20 7397 8900
------------------------------
SEC Newgate Elisabeth Cowell/ Bob Huxford
(Financial Communications) +44 (0) 20 3757 6880
mpl@newgatecomms.com
------------------------------
Notes:
References to times in this Announcement are to London time
unless otherwise stated.
The times and dates set out in the expected timetable of
principal events above and mentioned throughout this Announcement
may be adjusted by the Company in which event the Company will make
an appropriate announcement to a Regulatory Information Service
giving details of any revised dates and the details of the new
times and dates will be notified to London Stock Exchange plc (the
"London Stock Exchange") and, where appropriate, Shareholders.
Shareholders may not receive any further written communication.
IMPORTANT NOTICE
This Announcement, and the information contained herein is not
for release, publication or distribution, directly or indirectly,
in whole or in part, in or into or from the United States, Canada,
Australia, Singapore, Japan or the Republic of South Africa, or any
other jurisdiction where to do so might constitute a violation of
the relevant laws or regulations of such jurisdiction (the
"Restricted Jurisdictions").
This Announcement is not for publication or distribution,
directly or indirectly, in or into the United States of America.
This announcement is not an offer of securities for sale into the
United States. The Subscription Shares referred to herein have not
been and will not be registered under the US Securities Act of
1933, as amended, and may not be offered or sold in the United
States, expect pursuant to an applicable exemption from
registration. No public offering of Subscription Shares is being
made in the United States.
This Announcement does not constitute or form part of an offer
to sell or issue or a solicitation of an offer to buy, subscribe
for or otherwise acquire any securities in any jurisdiction
including, without limitation, the Restricted Jurisdictions or any
other jurisdiction in which such offer or solicitation would be
unlawful. This Announcement and the information contained in it is
not for publication or distribution, directly or indirectly, to
persons in a Restricted Jurisdiction, unless permitted pursuant to
an exemption under the relevant local law or regulation in any such
jurisdiction.
No action has been taken by the Company or Cenkos Securities plc
("Cenkos Securities") or any of their respective directors,
officers, partners, agents, employees or affiliates that would
permit an offer of the Subscription Shares or possession or
distribution of this Announcement or any other publicity material
relating to such Subscription Shares in any jurisdiction where
action for that purpose is required. Persons receiving this
Announcement are required to inform themselves about and to observe
any restrictions contained in this Announcement.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Announcement should seek appropriate advice before taking
any action.
This Announcement has not been approved by the London Stock
Exchange or any other securities exchange.
This Announcement is not being distributed by, nor has it been
approved for the purposes of section 21 of (the Financial Services
and Markets Act 2000, as amended ("FSMA") by Cenkos Securities or
any other person authorised under FSMA. This Announcement is being
distributed and communicated to persons in the United Kingdom only
in circumstances in which section 21(1) of FSMA does not apply.
No prospectus or offering document will be made available in
connection with the matters contained in this Announcement and no
such prospectus is required (in accordance with the EU Prospectus
Regulation or the UK Prospectus Regulation ) to be published.
Certain statements in this Announcement are forward-looking
statements which are based on the Company's expectations,
intentions and projections regarding its future performance,
anticipated events or trends and other matters that are not
historical facts. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "could", "intend",
"estimate", "expect" and words of similar meaning, include all
matters that are not historical facts. These forward-looking
statements involve risks, assumptions and uncertainties that could
cause the actual results of operations, financial condition,
liquidity and dividend policy and the development of the industries
in which the Group's businesses operate to differ materially from
the impression created by the forward-looking statements. These
statements are not guarantees of future performance and are subject
to known and unknown risks, uncertainties and other factors that
could cause actual results to differ materially from those
expressed or implied by such forward-looking statements. Given
those risks and uncertainties, prospective investors are cautioned
not to place undue reliance on forward-looking statements.
Forward-looking statements speak only as of the date of such
statements and, except as required by the UK Financial Conduct
Authority ("FCA"), the London Stock Exchange or applicable law, the
Company undertakes no obligation to update or revise publicly any
forward-looking statements, whether as a result of new information,
future events or otherwise.
Any indication in this Announcement of the price at which the
Ordinary Shares have been bought or sold in the past cannot be
relied upon as a guide to future performance. Persons needing
advice should consult an independent financial adviser. No
statement in this Announcement is intended to be a profit forecast
and no statement in this Announcement should be interpreted to mean
that earnings per share of the Company for the current or future
financial years would necessarily match or exceed the historical
published earnings per share of the Group.
Cenkos Securities, which is authorised and regulated in the
United Kingdom by the FCA, is acting for the Company and for no one
else in connection with the Subscription and will not be
responsible to anyone other than the Company for providing the
protections afforded to clients of Cenkos Securities or for
providing advice in relation to the Subscription Shares, or any
other matters referred to in this Announcement.
No representation or warranty, express or implied, is or will be
made as to, or in relation to, and no responsibility or liability
is or will be accepted by or on behalf of the Company, Cenkos
Securities, or by their affiliates or their respective agents,
directors, officers and employees as to, or in relation to, the
accuracy or completeness of this Announcement or any other written
or oral information made available to or publicly available to any
interested party or its advisers, and any liability therefor is
expressly disclaimed.
The Subscription Shares to be issued pursuant to the
Subscription will not be admitted to trading on any stock exchange
other than to trading on AIM, being the market of that name
operated by the London Stock Exchange.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into, or forms part of, this Announcement.
The Subscription Shares are being issued pursuant to applicable
securities laws.
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END
NOANKOBKQBKDNOK
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