TIDMEML
RNS Number : 6710A
Emmerson PLC
26 September 2022
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 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 AMED (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.
26 September 2022
Emmerson PLC
Results of 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 it has successfully raised aggregate
gross proceeds of GBP97,024 pursuant to the REX Retail Offer,
alongside the previously announced Subscription by the Company's
strategic investor Global Sustainable Minerals Pte Ltd.
Accordingly, the Company will issue a total of 1,617,066 new
ordinary shares ("Ordinary Shares") at the issue price of 6 pence
per Ordinary Share pursuant to the REX Retail Offer.
Total Voting Rights
Following the admission of these shares to trading on AIM,
together with the 89,285,714 shares subscribed for by Global
Sustainable Minerals Pte Ltd announced earlier today (both expected
to occur at 8.00 a.m. on 10 October 2022), the Company's issued
share capital will consist of 1,014,493,224 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 +44 (0) 20 7236
Graham Clarke / Jim Wynn / Charles Vaughan 1177
REX Retail
Info@rexretail.com
Shore Capital (Nominated Adviser and Joint Broker) +44 (0)20 7408
Toby Gibbs / John More 4090
Liberum Capital Limited (Joint Broker) +44 (0)20 3100
Scott Mathieson 2000
Shard Capital (Joint Broker) +44 (0)20 7186
Damon Heath / Isabella Pierre 9927
St Brides Partners (Financial PR/IR) +44 (0)20 7236
Susie Geliher / Charlotte Page 1177
Notes to Editors
Emmerson is focused on advancing the Khemisset 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 income 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, and the spot
price for granular MOP fertiliser has since risen, further
enhancing the valuations.
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 o ering of the
REX Retail Offer Shares is being made in the United States. The REX
Retail Offer Shares are being o ered and sold outside the United
States in "o shore transactions", as de ned 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).
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END
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(END) Dow Jones Newswires
September 26, 2022 08:45 ET (12:45 GMT)
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