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
REX Retail Offer
Emmerson PLC ("Emmerson"
or the "Company"),
the Moroccan focused potash development company, is pleased to
announce a retail offer via REX (the "REX Retail
Offer") of ordinary
shares ("Ordinary
Shares") of no par value
in the capital of the Company (the "REX Retail Offer
Shares").
In addition to the REX Retail Offer, the
Company is also pleased to announce that it has entered into a
subscription agreement with Global Sustainable Minerals Pte Ltd
("GSM") and Gold Quay Capital Pte Ltd
("GQC") (together the "Strategic
Investors")
whereby GSM
will make an immediate equity investment of US$2.0 million
(approximately £1.6 million) and GQC will make an investment of
US$175k (approximately £139k) at a price of 1.75 pence per share
(the "Subscription").The
price of the REX Retail Offer Shares will also be 1.75 pence
each.
A
separate announcement has been made regarding the Subscription and
its terms. For the avoidance of doubt, the REX Retail Offer is not
part of the Subscription.
The REX Retail Offer and the Subscription
are conditional on the New Ordinary Shares being admitted to
trading on the AIM market of the London Stock Exchange plc
("Admission").
Admission is expected to take place at 8.00 a.m. on Monday 22 April
2024. Completion of the REX Retail Offer
is conditional, inter alia, upon the completion
of the Subscription.
REX Retail Offer
The
Company values its retail shareholder base and believes that it is
appropriate to provide its existing retail shareholders in the
United Kingdom the opportunity to participate in the REX Retail
Offer.
The
Company is therefore making the REX Retail Offer open to eligible
investors in the United Kingdom following release of this
announcement through the financial intermediaries listed
below.
Existing shareholders can contact their
broker or wealth manager to participate in the REX Retail Offer.
The following Intermediaries have already confirmed their
participation in the offer:
· AJ Bell Securities Ltd
· Hargreaves Lansdown Asset Management
Limited
· Interactive Investor Services
Limited
The REX Retail Offer is expected to close
at 1.00pm on 8 April
2024. Eligible
shareholders should note that financial intermediaries may have
earlier closing times.
Retail
brokers wishing to participate in the REX Retail Offer on behalf of
existing retail shareholders, should contact
info@rexretail.com.
To be
eligible to participate in the REX Retail Offer, applicants must be
a customer of a participating intermediary (eg, one of the
intermediaries listed above or such other Intermediary that
participates in the REX Retail Offer) and, as at the date hereof or
will be, prior to placing an order for REX Retail Offer Shares,
shareholders in the Company which may include individuals aged 18
years or over, companies and other bodies corporate, partnerships,
trusts, associations and other unincorporated
organisations.
There
is a minimum subscription of £50 per investor. The terms and
conditions on which investors subscribe will be provided by the
relevant financial intermediaries including relevant commission or
fee charges.
The
Company reserves the right to scale back any order under the REX
Retail Offer at its discretion. The Company reserves the right to
reject any application for subscription under the REX Retail Offer
without giving any reason for such rejection.
It is
vital to note that once an application for REX Retail Offer Shares
has been made and accepted via an intermediary, it cannot be
withdrawn.
The New Ordinary Shares will, when issued,
be credited as fully paid and will rank pari passu
in all respects with existing
Ordinary Shares including the right to receive all dividends and
other distributions declared, made or paid after their date of
issue.
It is a term of the REX Retail Offer that
the total value of the REX Retail Offer Shares available for
subscription at the Issue Price does not exceed £240,000
(approximately
US$300k).
The REX
Retail Offer is offered in the United Kingdom under the exemption
from the requirement to publish a prospectus in section 86(1)(e) of
FSMA. As such, there is no need for publication of a prospectus
pursuant to the Prospectus Regulation Rules of the Financial
Conduct Authority, or for approval of the same by the Financial
Conduct Authority. The REX Retail Offer is not being made into any
jurisdiction other than the United Kingdom.
No offering document, prospectus or
admission document has been or will be prepared or submitted to be
approved by the Financial Conduct Authority (or any other
authority) in relation to the REX Retail Offer, and investors'
commitments will be made solely on the basis of the information
contained in this announcement and information that has been
published by or on behalf of the Company prior to the date of this
announcement by notification to a Regulatory Information Service in
accordance with the Financial Conduct Authority's Disclosure
Guidance and Transparency Rules, the Market Abuse Regulation (EU
Regulation No. 596/2014) ("MAR") and MAR as it forms part of United
Kingdom law by virtue of the European Union (Withdrawal) Act 2018
(as amended).
Investors should make their own
investigations into the merits of an investment in the Company.
Nothing in this announcement amounts to a recommendation to invest
in the Company or amounts to investment, taxation or legal
advice.
It should be noted that a subscription
for REX Retail Offer Shares and investment in the Company carries a
number of risks. Investors should take independent advice from a
person experienced in advising on investment in securities such as
the REX Retail Offer Shares if they are in any
doubt.
An
investment in the Company will place capital at risk. The value of
investments, and any income, can go down as well as up, so
investors could get back less than the amount invested.
Neither
past performance nor any forecasts should be considered a reliable
indicator of future results.
For
Further Information
Emmerson PLC
Graham
Clarke / Jim Wynn / Charles Vaughan
REX Retail
Info@rexretail.com
|
+44 (0)
207 138 3204
|
BlytheRay (Financial PR and
IR)
Tim
Blythe / Megan Ray / Said Izagaren
|
+44 (0)
207 138 3204
|
Further
information on the Company can be found on its website at
www.emmersonplc.com
The
Company's LEI is 213800JA8ZK1K6CWYP61
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).