TIDMEML
RNS Number : 5742N
Emmerson PLC
09 May 2018
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE
UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, THE
REPUBLIC OF IRELAND, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD VIOLATE THE RELEVANT
SECURITIES LAWS OF SUCH JURISDICTION.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMATION,
OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE
OR DISPOSE OF ANY SECURITIES IN EMMERSON PLC OR ANY OTHER ENTITY IN
ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS
DISTRIBUTION SHALL FORM THE BASIS OF, OR BE RELIED ON, IN
CONNECTION WITH ANY INVESTMENT DECISION IN RESPECT OF EMMERSON
PLC.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF THE MARKET ABUSE REGULATION (596/2014/EU) ("MAR"). IN ADDITION,
MARKET SOUNDINGS, AS DEFINED IN MAR, WERE TAKEN IN RESPECT OF THE
PROPOSED PLACING WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE
OF INSIDE INFORMATION, AS PERMITTED BY MAR. THAT INSIDE INFORMATION
IS SET OUT IN THIS ANNOUNCEMENT AND HAS BEEN DISCLOSED AS SOON AS
POSSIBLE IN ACCORDANCE WITH PARAGRAPH 7 OF ARTICLE 17 OF MAR.
THEREFORE, THOSE PERSONS THAT RECEIVED INSIDE INFORMATION IN A
MARKET SOUNDING ARE NO LONGER IN POSSESSION OF INSIDE INFORMATION
RELATING TO THE COMPANY AND ITS SECURITIES.
Note: Capitalised terms in this announcement are defined in the
Company's Prospectus dated 9 May 2018 unless the context otherwise
requires.
For immediate release 9 May 2018
Emmerson Plc
("Emmerson" or the "Company")
Publication of Prospectus, Placing and Notice of General
Meeting
Further to the announcements of 17 October 2017 and 4 April 2018
the Company is pleased to announce that the Financial Conduct
Authority has today approved its Prospectus issued in connection
with the Acquisition of the Moroccan Salts Limited ("MSL"), the
Placing of 200,000,000 Ordinary Shares at GBP0.03 per Ordinary
Share and, following Shareholders' approval at the Company's
General Meeting, the Re-Admission of 626,132,385 Ordinary Shares to
the Official List (by way of Standard Listing under Chapter 14 of
the Listing Rules) and to trading on the London Stock Exchange's
main market for listed securities. The Prospectus has been
published in electronic form and will shortly be available on the
Company's website at: www.emmersonplc.com. The Prospectus
containing the Notice of General Meeting will be sent to
Shareholders today and is available on the Company's website.
A copy of the Prospectus has also been submitted to the National
Storage Mechanism and will shortly be available for inspection at
http://www.morningstar.co.uk/uk/NSM
As set out above the Company has completed a conditional Placing
via Optiva Securities of 200,000,000 new Ordinary Shares at GBP0.03
per Ordinary Share (the "Placing Price") thereby raising gross
proceeds of GBP6 million to fund development of the Enlarged Group
following Re-Admission. The Placing is conditional on
Re-Admission.
The General Meeting of the Company is to be held at the offices
of Hill Dickinson LLP, The Broadgate Tower, 20 Primrose Street,
London EC2A 2EW at 10.00 a.m. BST on 1 June 2018, for the purpose
of considering, and if thought fit, passing the Resolutions as
follows:
-- Resolution 1 will be proposed as an ordinary resolution and
seeks to approve the Acquisition;
-- Resolution 2 is an ordinary resolution and authorises the
Directors to issue the Consideration Shares, Placing Shares,
Consideration Shares, the CLN Shares and the Fee Shares free from
pre-emption;
-- Resolution 3 is an ordinary resolution to authorise the issue
by Directors of up to 500,000,000 (five hundred million) new
Ordinary Shares following Re-Admission; and
-- Resolution 4 is a special resolution and seeks to (a)
dis-apply pre-emption rights in the Articles in connection with the
issue of the Consideration Shares, Placing Shares, the CLN Shares
and the Fee Director Shares; and (b) authorise the issue up to a
further 500,000,000 (five hundred million) Ordinary Shares
following Re-Admission free of any right of pre-emption,
representing 93.2 per cent. of the Enlarged Issued Share
Capital.
Trading in the Company's Ordinary Shares will remain suspended
pending completion of the General Meeting (as set out in the
Timetable below).
DETAILS ON MSL
MSL is the beneficial owner of 100 per cent. of the Khemisset
Potash Project ("Khemisset" or "the Project") located in northern
Morocco. Khemisset is a development stage potash project with a
significant Inferred JORC Resource. Upon Re-Admission and following
completion of the Acquisition of MSL, the Company will be the
holding company of a group which is developing the Project.
Khemisset comprises 1 mining licence and 39 research permits (the
"Khemisset Licences") in the Rabat/Salé/Zemmour region, Morocco,
which are held by MSL's Moroccan incorporated subsidiaries, MSL
Minerals SARL and Mine de Centre SARL.
The Project is located some 80 km east of Rabat and covers an
area of approximately 60 km by 20 km. No potash mining has taken
place to date. The Directors believe Khemisset has the potential to
be a significant producer of muriate of potash ("MOP"), considered
the most globally important source of potash. Three previous
drilling campaigns have been performed in the Khemisset Basin,
targeting potash; two historical exploration campaigns and one
recent verification program. The first, carried out by the
association Bureau de Recherches et de Participations Minieres
("BRPM") and Mines Domaniales des Potasses d'Alsace ("MDPA")
between 1955 and 1958, consisted of 9 drillholes, totalling 7,518
drilled metres. The second one was performed by BRPM between 1962
and 1969 and included 124 new drillholes. The drilled metres in
both historical campaigns totalled 85,315 m. The most recent
drilling was conducted by MSL in 2016 and consisted of a three-hole
verification program, for a total of 1,543 m.
Recent exploration work by MSL has advanced the Project to the
stage where it has declared a maiden Mineral Resource Estimate in
compliance with the 2012 edition of the Australasian Code for
Reporting of Exploration Results, Mineral Resources and Ore
Reserves published by the Joint Ore Reserves Committee of the
Australasian Institute of Mining and Metallurgy, Australian
Institute of Geoscientists and Minerals Council of Australia, as
amended (the "JORC Code").
Resources in accordance with the JORC Code.
The SRK classified Mineral Resource Statement is shown below.
The Mineral Resource Estimate is contained entirely within the
Khemisset Licences.
SRK Mineral Resource Statement for the Khemisset Potash Deposit,
effective date February 2018
Classification Deposit Tonnage % K(2) Thickness
(Mt) O
Inferred East Central 253.2 10.3 2.3
Southwest 58.2 9.5 2.6
-------- ------- ----------
Total 311.4 10.2 2.4
* Reported above a cut-off grade of 8.5 per cent. K(2) O and a
minimum thickness of 1.5m
Following Re-Admission the Enlarged Group has approved a work
programme for 2018/2019 (the "2018/2019 Work Programme and
Budget"), which includes:
-- Geology desktop work;
-- Topographical and seismic survey;
-- Drilling works;
-- Scoping study (including baseline environmental studies and
permitting work); and
-- Metallurgical testing.
The principal aims of the 2018/2019 Work Programme and Budget
are to
- gain further geological information to understand the full
extent of the Khemisset potash basin, potential faulting, verify
the potash grade and continuity, and further understand the
mineralogy within the most prospective parts of the Khemisset
deposit. The programme also aims to understand the presence of
rinneite within the north-eastern part of the Khemisset
deposit;
- Produce a Scoping Study thereby providing a high-level
technical and economic assessment of the Project; and
- The drilling will also aim to infill the initial mining area
to a denser sample grid which may enable parts of the Mineral
Resource to have sufficient confidence to be reported as Indicated
(as defined by the JORC Code).
SRK Consulting (UK) Limited ("SRK") has prepared a Competent
Persons Report ("CPR") on the Project and has confirmed that it
considers the 2018/2019 Work Programme and Budget warranted. SRK
believes that the information gained from this programme will
address faulting and mineralogy risks associated with the Project.
The metallurgical testwork will not have been completed prior to
the scoping study and therefore will not be available to benefit
the scoping study. SRK has confirmed that the 2018/2019 Work
Programme and Budget, and accompanying budget presented for the
required work, is reasonable and achievable over the 12 months
following Re-Admission.
The Placing and Use of Proceeds
The Company was originally formed in 2016 to undertake one or
more acquisitions of target companies, businesses or assets
initially focussing on exploration and/or production companies in
the natural resources sector in South East Asia, Africa, and the
Middle East.
The Acquisition represents the execution of this strategy by the
Directors and the Net Proceeds of the Placing, being GBP5,275,000,
being the gross proceeds of GBP6 million raised through the Placing
less Costs (GBP725,000), will be used to develop and advance the
Project with a view to generating value for Shareholders. None of
the Costs will be charged to the Placees or to any Shareholders.
The only condition to completion of the Placing is Re-Admission.
All funds in relation to the Placing have been raised by the
Company and are either being held in escrow by Optiva pending
Re-Admission or will be received in conjunction with
Re-Admission.
The maximum funding requirement of the Enlarged Group over the
next 12 to 18 months, excluding any funding which may be required
for potential corporate acquisitions, will be available from the
net proceeds of the Placing. A summary of the 2018/2019 Work
Programme and Budget is set out below:
Budget Expenditure US$'000
Payment of EUR600,000 deferred consideration
in relation to the acquisition of JMS 752,700
Payment of US$200,000 deferred consideration
in relation to the acquisition of Unisalts 200,000
Geology desktop work 25,000
Topographical and seismic survey 343,000
Drilling works 1,600,000
Scoping study (including conduct baseline
studies in connection with the 200,000
environmental and social impact assessment
(the "ESIA") and, in 2019,
commence the permitting process)
Metallurgical testing 250,000
Transaction Costs 980,000
Enlarged Group corporate costs 415,000
Enlarged Group operational costs 950,000
Contingency 250,000
----------
TOTAL 5,965,700
Directors immediately on and following Re-Admission
On Re-Admission, Mr Pearce and Mr Quinn will stand down as
Directors of the Company. Mr McDermott will be appointed as
Non-Executive Chairman of the Company. Mr Hayden Locke will be
appointed as Chief Executive Officer and Mr Robert Wrixon will be
appointed as Executive Director - Chief Operating Officer (with
responsibility for the Group's finance function).
Hayden Thomas Locke, age 36, Chief Executive Officer
Mr Locke has nearly 15 years' commercial experience in
investment banking, private equity and junior resource company
management. He initially studied engineering and commerce before
completing a graduate degree in mineral exploration geosciences at
the Western Australian School of Mines. He commenced his career in
investment banking in London, initially with Deutsche Bank and then
J.P. Morgan before returning to Australia in 2009. On his return to
Australia, Mr Locke helped to set up and run the Australasian
operations of Barclays Natural Resource Investment, a private
equity investment vehicle focused on energy, renewables and metals
and mining, with over US$2 billion in committed capital. In 2011,
Mr Locke was recruited as Head of Corporate for Australian gold
explorer Papillon Resources (ASX:PIR). Papillon discovered and
fully permitted 5 million ounce Fekola Gold Project in Mali, West
Africa, completing a number of technical studies and capital
raisings, before eventually selling the company to Canada listed
gold producer B2Gold for over $600 million in 2014. In 2014, Mr
Locke joined ASX listed Spanish potash developer Highfield
Resources as Head of Corporate and Sales & Marketing. As of
mid-2017, he also assumed responsibility for Technical Services
Department including geology (resource and reserve estimation),
mining and metallurgy and processing.
Dr Robert Christopher Wrixon, age 46, Executive Director - Chief
Operating Officer
Dr Wrixon has 18 years' commercial experience in corporate
strategy, mining M&A and exploration management. He began his
career in mining as head of strategy for Xstrata Coal in Sydney and
later moved to a corporate strategy role for Xstrata plc in London.
After leaving Xstrata, Dr Wrixon ran two ASX listed exploration
companies, Manhattan Corporation Limited and Haranga Resources
Limited. Dr Wrixon has been the Managing Director of Moroccan Salts
Limited since its inception in 2013 and brings a wealth of
knowledge on the project and the region. He is also currently a
director of Starboard Global Ltd, a natural resource venture
capital group based in Hong Kong. He holds an honours degree in
chemical engineering and a Ph.D in mineral engineering from the
University of California, Berkeley.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Publication of the Prospectus 9 May 2018
------------------------------------------ -------------
General Meeting of the Company 10.00 a.m.
on 1 June
2018
------------------------------------------ -------------
Results of General Meeting 10.30 a.m.
on 1 June
2018
------------------------------------------ -------------
Completion of Acquisition 4 June 2018
------------------------------------------ -------------
Re-Admission and commencement of dealings 8.00 a.m.
in the Enlarged Ordinary Share Capital on 4 June
2018
------------------------------------------ -------------
Crediting of New Ordinary Shares to 4 June 2018
CREST Accounts
------------------------------------------ -------------
Share certificates for New Ordinary 11 June 2018
Shares dispatched Week commencing
------------------------------------------ -------------
STATISTICS
Total number of Ordinary Shares in
issue as at the date of this Document 48,183,344
----------------------------------------------- ----------------
Total Consideration Shares to be issued
pursuant to the Acquisition 333,333,333
----------------------------------------------- ----------------
Total CLN Shares to be issued on Re-admission 30,115,708
----------------------------------------------- ----------------
Total number of Placing Shares to
be issued on Re-Admission 200,000,000
----------------------------------------------- ----------------
Gross Proceeds of the Placing GBP6 million
----------------------------------------------- ----------------
Total Fee Shares to be issued on Re-Admission 14,500,000
----------------------------------------------- ----------------
The Enlarged Share Capital in issue
on Re-Admission 626,132,385
----------------------------------------------- ----------------
Number of Ordinary Shares to be issued 92.3 per cent.
on Re-Admission pursuant to the Placing,
Acquisition, Fee Shares and satisfaction
of the MSL Notes as a percentage of
the Enlarged Share Capital
----------------------------------------------- ----------------
Number of Options and Warrants to
be in issue on Re-Admission 53,888,332
----------------------------------------------- ----------------
Estimated costs in relation to the GBP725,000
Acquisition (including due diligence),
Placing and Re-Admission
----------------------------------------------- ----------------
Placing Price 3 pence
----------------------------------------------- ----------------
Market capitalisation of the Company GBP18.8 million
at the Placing Price
----------------------------------------------- ----------------
For more information please visit the Company's website at
www.emmersonplc.com or contact:
Emmerson Plc www.emmersonplc.com
--------------------------- ---------------------------------------
Graham Smith T: 01624 681250
gsmith@fim.co.im
Ed McDermott T: 07879475334
--------------------------- ---------------------------------------
Optiva Securities Limited www.optivasecurities.com
--------------------------- ---------------------------------------
Jeremy King/Tejas Padalkar T: 020 3137 1904
christian.dennis@optivasecurities.com
--------------------------- ---------------------------------------
Beaumont Cornish Limited
--------------------------- ---------------------------------------
James Biddle/ Roland T: 0207 628 3396
Cornish
--------------------------- ---------------------------------------
This information is provided by RNS
The company news service from the London Stock Exchange
END
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