NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN WHOLE OR IN PART, OR INTO OR WITHIN THE UNITED STATES,
AUSTRALIA, NEW ZEALAND, CANADA, SOUTH AFRICA OR JAPAN, OR ANY
MEMBER STATE OF THE EEA, OR ANY OTHER JURISDICTION WHERE, OR TO ANY
OTHER PERSON TO WHOM, TO DO SO MIGHT CONSTITUTE A VIOLATION OR
BREACH OF ANY APPLICABLE LAW OR REGULATION. PLEASE SEE THE
IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
THE
COMMUNICATION OF THIS ANNOUNCEMENT AND ANY OTHER DOCUMENTS OR
MATERIALS RELATING TO THE REX RETAIL OFFER AS A FINANCIAL PROMOTION
IS ONLY BEING MADE TO, AND MAY ONLY BE ACTED UPON BY, THOSE PERSONS
IN THE UNITED KINGDOM FALLING WITHIN ARTICLE 43 OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS
AMENDED (WHICH INCLUDES AN EXISTING MEMBER OF EMMERSON PLC).
ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT
RELATES IS AVAILABLE ONLY TO SUCH PERSONS AND WILL BE ENGAGED IN
ONLY WITH SUCH PERSONS. THIS ANNOUNCEMENT IS FOR INFORMATIONAL
PURPOSES ONLY, AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR
INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF AN OFFER TO
PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF EMMERSON
PLC.
8 April 2024
Emmerson
PLC
Results of Oversubscribed REX
Retail Offer
and Total Voting
Rights
Emmerson PLC ("Emmerson" or
the "Company"), the Moroccan focused
potash development company, is pleased to announce that, further to
today's earlier announcement regarding the REX Retail Offer, it has
successfully raised aggregate gross proceeds of £240,000 pursuant
to the REX Retail Offer, alongside the previously announced
subscription agreement with Global
Sustainable Minerals Pte Ltd ("GSM") and Gold Quay Capital Pte Ltd
("GQC") (together the "Strategic
Investors").
The REX Retail Offer was
significantly oversubscribed, and demand has therefore been scaled
back to the previously set maximum of £240,000.
Accordingly, the Company will issue
a total of 13,714,286 new ordinary shares ("Ordinary Shares") at the issue price of
1.75 pence per Ordinary Share pursuant to the REX Retail
Offer.
Total Voting
Rights
Following the admission of these
shares to trading on the AIM market of the London Stock Exchange,
together with the 98,639,456 shares subscribed for by the Strategic
Investors announced earlier today (both expected to occur at 8.00
a.m. on 22 April 2024), the Company's issued share capital will
consist of 1,139,096,966 Ordinary Shares with voting rights. This
figure may be used by shareholders in the Company as the
denominator for the calculations by which they will determine if
they are required to notify their interest in, or a change to their
interest in, the Company under the FCA's Disclosure Guidance and
Transparency Rules.
The Company's LEI is
213800JA8ZK1K6CWYP61
For further information, please
visit www.emmersonplc.com ,
follow us on Twitter (@emmerson_plc), or contact:
Emmerson PLC
Graham Clarke / Jim Wynn / Charles
Vaughan
|
+44 (0)
207 138 3204
|
REX
Retail
Info@rexretail.com
|
|
Liberum Capital Limited (Nominated Advisor and Joint
Broker)
Scott Mathieson / Matthew
Hogg
|
+44 (0)20
3100 2000
|
Shard Capital (Joint Broker)
Damon Heath / Isabella
Pierre
|
+44 (0)20
7186 9927
|
BlytheRay (Financial PR and IR)
Tim Blythe / Megan Ray / Said
Izagaren
|
+44 (0)
207 138 3204
|
Notes to Editors
Emmerson is focused on advancing the
Khemisset project ("Khemisset" or the "Project") in Morocco into a
low cost, high margin supplier of potash, and the first primary
producer on the African continent. With an initial 19-year life of
mine, the development of Khemisset is expected to deliver long-term
investment and financial contributions to Morocco including the
creation of permanent employment, taxation, and a plethora of
ancillary benefits. As a UK-Moroccan partnership, the Company is
committed to bringing in significant international investment over
the life of the mine.
Morocco is widely recognised as one
of the leading phosphate producers globally, ranking third in the
world in terms of tonnes produced annually, and the development of
this mine is set to consolidate its position as the most important
fertiliser producer in Africa. The Project has a large JORC
Resource Estimate (2012) of 537Mt @ 9.24% K2O, with significant
exploration potential, and is perfectly located to support the
expected growth of African fertiliser consumption whilst also being
located on the doorstep of European markets. The need to feed the
world's rapidly increasing population is driving demand for potash
and Khemisset is well placed to benefit from the opportunities this
presents. The Feasibility Study released in June 2020 indicated the
Project has the potential to be among the lowest capital cost
development stage potash projects in the world and also, as a
result of its location, one of the highest margin projects. This
delivered outstanding economics, including a post-tax NPV8 of
approximately US$1.4 billion using industry expert Argus' price
forecasts..
This announcement should be read in its entirety. In
particular, the information in the "Important Notices" section of
the announcement should be read and understood.
Important Notices
The content of this announcement,
which has been prepared by and is the sole responsibility of the
Company.
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 (including its territories and
possessions, any state of the United States and the District of
Columbia (the "United
States" or "US")),
Australia, Canada, New Zealand, Japan, the Republic of South
Africa, any member state of the EEA or any other jurisdiction where
to do so might constitute a violation of the relevant laws or
regulations of such jurisdiction.
The REX Retail Offer Shares have not
been and will not be registered under the US Securities Act of
1933, as amended (the "US
Securities Act") or under the applicable state securities
laws of the United States and may not be offered or sold directly
or indirectly in or into the United States. No public offering of
the REX Retail Offer Shares is being made in the United States. The
REX Retail Offer Shares are being offered and sold outside the
United States in "offshore transactions", as defined in, and in
compliance with, Regulation S under the US Securities Act
("Regulation S") to non-US
persons (within the meaning of Regulation S). In addition, the
Company has not been, and will not be, registered under the US
Investment Company Act of 1940, as amended.
This announcement does not
constitute an offer to sell or issue or a solicitation of an offer
to buy or subscribe for REX Retail Offer Shares in the United
States, Australia, Canada, New Zealand, Japan, the Republic of
South Africa, any member state of the EEA or any other jurisdiction
in which such offer or solicitation is or may be unlawful. No
public offer of the securities referred to herein is being made in
any such jurisdiction.
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 securities
referred to herein have not been and will not be registered under
the US Securities Act, and may not be offered or sold in the United
States, except pursuant to an applicable exemption from
registration. No public offering of securities is being made
in the United States.
The distribution of this
announcement may be restricted by law in certain jurisdictions and
persons into whose possession any document or other information
referred to herein comes should inform themselves about and observe
any such restriction. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such
jurisdiction.
REX is a proprietary technology
platform owned and operated by Peel Hunt LLP (registered address at
7th Floor, 100 Liverpool Street, London EC2M 2AT; FRN 530083). Peel
Hunt LLP ("Peel Hunt") is
authorised and regulated in the United Kingdom by the Financial
Conduct Authority, is acting exclusively for the Company and for
no-one else and will not regard any other person (whether or not a
recipient of this announcement) as its client in relation to the
REX Retail Offer and will not be responsible to anyone other than
the Company for providing the protections afforded to its clients,
nor for providing advice in connection with the REX Retail Offer,
Admission and the other arrangements referred to in this
announcement.
The value of Ordinary Shares and the
income from them is not guaranteed and can fall as well as rise due
to stock market movements. When you sell your investment, you may
get back less than you originally invested. Figures refer to past
performance and past performance is not a reliable indicator of
future results. Returns may increase or decrease as a result of
currency fluctuations.
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",
"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 Company'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.
These forward-looking statements
speak only as at the date of this announcement and cannot be relied
upon as a guide to future performance. The Company and Peel Hunt
expressly disclaim any obligation or undertaking to update or
revise any forward-looking statements contained herein to reflect
actual results or any change in the assumptions, conditions or
circumstances on which any such statements are based unless
required to do so by the Financial Conduct Authority, the
London Stock Exchange or applicable law.
The information in this announcement
is for background purposes only and does not purport to be full or
complete. None of Peel Hunt or any of its affiliates, accepts any
responsibility or liability whatsoever for, or makes any
representation or warranty, express or implied, as to this
announcement, including the truth, accuracy or completeness of the
information in this announcement (or whether any information has
been omitted from the announcement) or any other information
relating to the Company or associated companies, whether written,
oral or in a visual or electronic form, and howsoever transmitted
or made available or for any loss howsoever arising from any use of
the announcement or its contents or otherwise arising in connection
therewith. Peel Hunt and its affiliates, accordingly disclaim all
and any liability whether arising in tort, contract or otherwise
which they might otherwise be found to have in respect of this
announcement or its contents or otherwise arising in connection
therewith.
Any indication in this announcement
of the price at which the Ordinary Share 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 or target dividend per share of
the Company for the current or future financial years would
necessarily match or exceed the historical published earnings or
dividends per share of the Company.
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 REX Retail Offer Shares to be issued or sold pursuant to the
REX Retail Offer will not be admitted to trading on any stock
exchange other than the London Stock Exchange.
Information to Distributors
Solely for the purposes of the
product governance requirements contained within: (a) EU Directive
2014/65/EU on markets in financial instruments, as amended
("Directive
2014/65/EU"); (b) Articles 9 and 10
of MiFID II;
and (c) local implementing measures; and/or (d) (where applicable
to UK investors or UK firms) the relevant provisions of the UK
statutory instruments implementing Directive 2014/65/EU
and Commission
Delegated Directive (EU) 2017/593, Regulation (EU) No 600/2014 of
the European Parliament, as they form part of UK law by virtue of
the European Union (Withdrawal) Act 2018, as amended (together, the
"UK MiFID Laws") (together, the "MiFID II Product Governance
Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the REX Retail Offer Shares have been subject to a product approval
process, which has determined that the REX Retail Offer Shares
are: (i)
compatible with an end target market of retail
investors who
do not need a guaranteed income or capital protection
and investors
who meet the criteria of professional clients and eligible counterparties, each as
defined in Directive 2014/65/EU and the UK MiFID Laws (as
applicable) (the "Target Market
Assessment").
Notwithstanding the Target Market
Assessment, distributors should note that: the price of the REX
Retail Offer Shares may decline and investors could lose all or
part of their investment; the REX Retail Offer Shares
offer no guaranteed income and no capital
protection; and an investment in the REX Retail Offer Shares is compatible
only with investors who do not need a guaranteed income or capital
protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources
to be able to bear any losses that may result therefrom. The Target
Market Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation
to the REX Retail Offer. Furthermore, it is noted that,
notwithstanding the Target Market Assessment, Peel Hunt LLP will
only contact
prospective applicants for participation in the REX Retail
Offer who meet
the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the
Target Market Assessment does not constitute: (a) an assessment of
suitability or appropriateness for the purposes
of Directive
2014/65/EU or the UK MiFID Laws; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the REX Retail Offer
Shares. Each
distributor is responsible for undertaking its own target market
assessment in respect of the REX Retail Offer Shares and
determining appropriate distribution channels.
It
is further noted that the REX Retail Offer is only open to
investors in the United Kingdom who fall within Article 43 of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005, as amended (which includes an existing member of the
Company).