31 October 2023
Everest Global Plc
Publication of Prospectus
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, WITHIN, INTO OR IN THE UNITED
STATES, AUSTRALIA,
CANADA, THE REPUBLIC OF
SOUTH AFRICA, THE REPUBLIC OF IRELAND OR JAPAN.
This announcement is an advertisement and not a prospectus. Neither
this announcement nor anything contained herein shall form the
basis of, or be relied upon in connection with, any offer or
commitment whatsoever in any jurisdiction. Investors should not
purchase or subscribe for any transferable securities referred to
in this announcement except on the basis of information contained
in any prospectus (the "Prospectus") in its final form that may be
published by Everest Global Plc
("Everest"
or the "Company") in due course in connection with the admission of
39,099,141 of the Company's ordinary shares of £0.02 each (the
"Allotted Shares") to the Official List of the Financial Conduct
Authority (the "FCA") (Standard Listing Segment) and to trading on
the Main Market for listed securities of the London Stock Exchange
Group plc (the "London Stock Exchange") (“Admission”). This
announcement is not an offer to sell, or a solicitation of an offer
to acquire, securities in the United
States, Australia,
Canada, Japan, the Republic of South Africa or in any other
jurisdiction.
Everest Global
Plc is
pleased to announce today the publication of its prospectus dated
31 October 2023 (“Prospectus”) in
relation to the admission of the Allotted Shares to the Official
List of the FCA (Standard Listing Segment) and to trading on the
Main Market for listed securities of the London Stock Exchange
(“Admission”). It is expected that Admission will become effective
and that dealings in the Allotted Shares will commence at
8.00 a.m. on 6
November 2023.
Everest is the
holding company of the Group which is currently involved in the
manufacturing and trading of blends of herbs and spices through its
51 per cent. held subsidiary Dynamic Intertrade (Pty) Limited
(“DI”).
On 3 October 2022, the Company
entered into an agreement with K2 Spice Limited (“K2”)
(previously VSA NEX
Investments Limited) whereby K2 may
acquire the Company’s 51 per cent. holding in DI, subject to the
satisfaction of certain conditions and time restrictions, for £1.
If the Option is exercised by K2, or if the Company sells its stake
in K2 to a third party, which it intends to do if the Option is not
exercised, the Company will become a cash shell with approximately
£800,000 of cash (as at the date of the prospectus)
which will be
used principally to implement its continuing strategy to invest in
the wider food and beverage industry with a focus on the beverage
distribution and production sector.
During the
period from 3 October 2022 to
25 January 2023, the Company raised a
total of £1.35 million through the issue of 25,726,000 Ordinary
Shares for working capital purposes and, through the exercise of
6,271,000 convertible loan notes (together with the accrued
interest) into 13,373,141 Ordinary Shares, considerably reduced its
outstanding debt. The number of Ordinary Shares issued to the
convertible loan note holders and to the subscribers, being the
Allotted Shares,
exceeds 20 per
cent. of the number of securities in the Company already admitted
to trading on the Main Market of the London Stock Exchange, being
the maximum amount permitted under Prospectus Regulation Rule
1.2.4. The Company is therefore issuing the Prospectus in order to
comply with its requirements under Prospectus Regulation Rule 1.2.4
and with the Listing Rules, following which the Allotted Shares
will be admitted to trading on the Main Market of the London Stock
Exchange in accordance with Listing Rule 14.3.4.
Availability of the Prospectus and total voting
rights
The
Prospectus has been approved by the FCA, as competent authority
under Regulation (EU) 2017/1129 as it forms part of retained direct
EU legislation (as defined in the European Union (Withdrawal) Act
2018), as amended). A copy of the Prospectus is being submitted to
the National Storage Mechanism and will be available for inspection
at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Copies of the
Prospectus are also available on the Company's website,
www.everestglobalplc.com
and
at the offices of Hill Dickinson LLP, The Broadgate Tower, 20
Primrose Street, London EC2A 2EW
during normal business hours on any weekday (Saturdays, Sundays and
public holidays excepted) from the date of this Document until a
date one month following Admission.
It
is expected that Admission will become effective and that dealings
in the Allotted Shares on the Main Market of the London Stock
Exchange will commence at 8.00 a.m.
(London time) on 6 November 2023. The Company is not raising any
funds in connection with the Admission.
As
at the date of the Prospectus and on Admission, the total issued
share capital of the Company will comprise 64,888,855 ordinary
shares of £0.02 each with voting rights. Everest does not currently
hold any shares in treasury therefore the above figure may be used
by shareholders as the denominator for the calculations by which
they will determine if they are required to notify their interest
in, or a change in their interest in, the share capital of the
Company.
Defined terms
in this announcement which are not defined herein shall have the
same meanings as in the Prospectus.
For
more information:
The
Company
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Everest Global
Plc
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Andy Sui, Chief
Executive Officer
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+44
(0) 776 775 1787
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Rob
Scott, Non-Executive Director
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+27
(0)84 6006
001
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The
Financial Adviser
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Cairn Financial
Advisers LLP
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Emily
Staples
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+44
(0)20 7213 0897
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Jo
Turner
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+44
(0)20 7213 0885
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