Everest Global Plc Publication of Prospectus

 
TIDMEVST 
 
31 October 2023 
 
Everest Global Plc 
 
Publication of Prospectus 
 
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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 
athttps://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   |                                 |                    | 
+--------------+---------------------------------+--------------------+ 
|Everest Global|Andy Sui, Chief Executive Officer|+44 (0) 776 775 1787| 
|Plc           |                                 |                    | 
+--------------+---------------------------------+--------------------+ 
|              |Rob Scott, Non-Executive Director|+27 (0)846006 001   | 
+--------------+---------------------------------+--------------------+ 
|The Financial |                                 |                    | 
|Adviser       |                                 |                    | 
+--------------+---------------------------------+--------------------+ 
|Cairn         |Emily Staples                    |+44 (0)20 7213 0897 | 
|Financial     |                                 |                    | 
|Advisers LLP  |                                 |                    | 
+--------------+---------------------------------+--------------------+ 
|              |Jo Turner                        |+44 (0)20 7213 0885 | 
+--------------+---------------------------------+--------------------+ 
 
 
This information was brought to you by Cision http://news.cision.com 
https://news.cision.com/everest-global-plc/r/publication-of-prospectus,c3866430 
 
 
END
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