Everest Global Plc Publication of Prospectus
31 October 2023 - 10:22PM
UK Regulatory
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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