AIM Schedule One update - Emmerson plc (1995W)
21 April 2021 - 10:32PM
UK Regulatory
TIDMEML
RNS Number : 1995W
AIM
21 April 2021
ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION
IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM
RULES")
COMPANY NAME:
Emmerson plc ("Emmerson", the "Group" or the "Company")
COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY
TRADING ADDRESS (INCLUDING POSTCODES) :
Registered Office:
55 Athol Street
Douglas
Isle of Man
IM1 1LA
London Office:
Level 3
52 Berkeley Square
London
W1J 5EL
COUNTRY OF INCORPORATION:
Isle of Man
COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED
BY AIM RULE 26:
https://www.emmersonplc.com/
COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR,
IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING
POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE
TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:
Emmerson is a potash development company focused on the development
of the Khemisset Potash Project (the "Project") located in
Northern Morocco, approximately 90km from the capital city,
Rabat, and the planned bulk port of Kenitra Atlantique and
175km from the port of Mohammedia.
The Project has a JORC Resource Estimate (2019) of 537Mt @
9.24% K2O and exploration potential with a development pathway
targeting a low capital expenditure and high margin potash
mine.
DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS
AS TO TRANSFER OF THE SECURITIES (i.e. where known, number
and type of shares, nominal value and issue price to which
it seeks admission and the number and type to be held as treasury
shares):
Ordinary Shares of no-par value each ("Ordinary Shares").
No restrictions on the transferability of the Ordinary Shares.
CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING)
AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:
The Company's current market capitalisation is approximately
GBP46m, based upon its share price at close of business on
24 March 2021 of 6 pence per Ordinary Share.
The Company has undertaken a placing to raise GBP5.5m (the
"Placing") in conjunction with the proposed admission of the
Ordinary Shares to trading on AIM ("Admission"). The Placing
completed on 26 February 2021, prior to Admission and ahead
of the proposed cancellation of the Company's listing on the
Official List and admission to trading on the Main Market (the
"Cancellation").
PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:
The Company's issued share capital consists of 825,410,648
Ordinary Shares. The Ordinary Shares not in public hands equal
150,974,100 which represent 18.29% of the Company's issued
share capital.
Ordinary Shares held by directors of the Company equal 47,535,055
which represents 5.76% of the issued share capital.
Director Shares:
* James Kelly - 600,000
* Graham Clarke - 500,000
* Hayden Locke - 1,726,644
* Robert Wrixon* - 44,233,411
* Ed McDermott - 475,000
*Robert Wrixon's interest is held through Good Spirit International
Limited.
DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH
THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE
OR WILL BE ADMITTED OR TRADED:
None
FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS
(underlining the first name by which each is known or including
any other name by which each is known):
James Edward Trutch Kelly - Non-Executive Chairman
Graham Clarke - CEO
Hayden Thomas Locke - Executive Director
Dr Robert Christopher Wrixon - Finance Director & COO
Ed ward Peter McDermott - Non-Executive Director
FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED
AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER
ADMISSION (underlining the first name by which each is known
or including any other name by which each is known):
Insofar as the Company is aware, the Company's current significant
shareholders are:
Shareholder Percentage of the Ordinary
Shares as at the date of
this document
Jarvis Clients 15.00%
---------------------------
Hargreaves Lansdown 11.91%
---------------------------
Robert Wrixon 5.37%
---------------------------
Interactive Investor
clients 4.05 %
---------------------------
Mohamed Aghmir 3.71 %
---------------------------
Binckbank private
clients 3.52%
---------------------------
NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE
2, PARAGRAPH (H) OF THE AIM RULES:
None
(i) ANTICIPATED ACCOUNTING REFERENCE DATE
(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION
DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited
interim financial information)
(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS
PURSUANT TO AIM RULES 18 AND 19:
(i) 31(st) December
(ii) n/a - existing issuer moving from the Official List
(iii) 30(th) June 2021 (in respect of the annual report to
31(st) December 2020)
30(th) September 2021 (in respect of the half yearly report
to 30(th) June 2021)
30(th) June 2022 (in respect of the annual report to 31 December
2021)
EXPECTED ADMISSION DATE:
27 April 2021
NAME AND ADDRESS OF NOMINATED ADVISER:
Shore Capital and Corporate Limited
Cassini House
57 St James's Street
London
SW1A 1LD
NAME AND ADDRESS OF BROKER:
Shore Capital Stockbrokers Limited
Cassini House
57 St James's Street
London
SW1A 1LD
Shard Capital Partners LLP
23rd Floor
20 Fenchurch St
London
EC3M 3BY
OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE
(POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE
AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL
DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:
N/A - Quoted applicant
THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO
APPLY
The Company has adopted the Quoted Companies Alliance, Corporate
Governance Code, published by the UK Quoted Companies Alliance
DATE OF NOTIFICATION:
21 April 2021
NEW/ UPDATE:
Update
QUOTED APPLICANTS MUST ALSO COMPLETE THE FOLLOWING:
THE NAME OF THE AIM DESIGNATED MARKET UPON WHICH THE APPLICANT'S
SECURITIES HAVE BEEN TRADED:
Standard listing segment of the official list of the FCA (the
"Official List") and the London Stock Exchange plc's main market
for listed securities (the "Main Market")
THE DATE FROM WHICH THE APPLICANT'S SECURITIES HAVE BEEN SO
TRADED:
The Ordinary Shares were first admitted to the Official List
by way of a standard listing and to trading on the Main Market
on 15 February 2017.
As the Company's acquisition of Moroccan Salts Limited constituted
a reverse takeover under the Listing Rules, the Company requested
that the UKLA suspend listing of its Ordinary Shares on the
standard segment of the Official List and as traded on the
Main Market pending publication of a prospectus. Suspension
of the Ordinary Shares became effective on 17 October 2017.
The Company's enlarged share capital was re-admitted to the
Official List on 4 June 2018, following completion of the acquisition
of Moroccan Salts Limited.
CONFIRMATION THAT, FOLLOWING DUE AND CAREFUL ENQUIRY, THE APPLICANT
HAS ADHERED TO ANY LEGAL AND REGULATORY REQUIREMENTS INVOLVED
IN HAVING ITS SECURITIES TRADED UPON SUCH A MARKET OR DETAILS
OF WHERE THERE HAS BEEN ANY BREACH:
The Company confirms , following due and careful enquiry, that
it has adhered to all legal and regulatory requirements applicable
to companies admitted to the standard listing segment of the
Official List and to trading on the Main Market .
AN ADDRESS OR WEB-SITE ADDRESS WHERE ANY DOCUMENTS OR ANNOUNCEMENTS
WHICH THE APPLICANT HAS MADE PUBLIC OVER THE LAST TWO YEARS
(IN CONSEQUENCE OF HAVING ITS SECURITIES SO TRADED) ARE AVAILABLE:
https://www.emmersonplc.com/investors
DETAILS OF THE APPLICANT'S STRATEGY FOLLOWING ADMISSION INCLUDING,
IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING
STRATEGY:
Emmerson is driven by three growth pillars which have been
developed to reflect the focus of the business and the external
environment:
1. The rapid advancement of the Project through its technical
studies targeting the development of a low capex, high margin
potash mine.
2. Further exploration in the prospective Khemisset Basin to
expand its mineral resources and increase potential mine life.
3. Opportunistic appraisal of additional advanced, financially
attractive, assets within the agriculture sector which would
allow Emmerson to become the world's only mid-tier multi-nutrient
fertiliser producer.
A DESCRIPTION OF ANY SIGNIFICANT CHANGE IN FINANCIAL OR TRADING
POSITION OF THE APPLICANT, WHICH HAS OCCURRED SINCE THE
OF THE LAST FINANCIAL PERIOD FOR WHICH AUDITED STATEMENTS HAVE
BEEN PUBLISHED:
Save as disclosed in the Company's interim report dated 22
September 2020, there has been no significant change in the
financial or trading position of Emmerson since 31 December
2019, being the end of the last financial period for which
audited financial statements have been published.
A STATEMENT THAT THE DIRECTORS OF THE APPLICANT HAVE NO REASON
TO BELIEVE THAT THE WORKING CAPITAL AVAILABLE TO IT OR ITS
GROUP WILL BE INSUFFICIENT FOR AT LEAST TWELVE MONTHS FROM
THE DATE OF ITS ADMISSION:
In the opinion of the Directors, having made due and careful
enquiry, taking into account the net proceeds of the Placing,
the working capital available to the Group is sufficient for
its present requirements, that is for at least the next 12
months from the date of Admission.
DETAILS OF ANY LOCK-IN ARRANGEMENTS PURSUANT TO RULE 7 OF THE
AIM RULES:
Pursuant to the AIM Rules, the following Directors, senior
management and shareholders of the Company have agreed not
to dispose of any Ordinary Shares or options in the Company
that they or any of their "related parties" (as defined in
the AIM Rules) own for a period of 12 months from Admission:
* James Kelly
* Graham Clarke
* Hayden Locke
* Robert Wrixon
* Edward McDermott
* Phil Cleggett
* Said Hamdioui
* Sadik Hamdioui
* Mohamed Zanine
A BRIEF DESCRIPTION OF THE ARRANGEMENTS FOR SETTLING THE APPLICANT'S
SECURITIES:
Settlement will continue to be through the CREST system for
dealings in ordinary shares held in uncertificated form. Ordinary
Shares can also be dealt in certificated form.
A WEBSITE ADDRESS DETAILING THE RIGHTS ATTACHING TO THE APPLICANT'S
SECURITIES:
https://www.emmersonplc.com
INFORMATION EQUIVALENT TO THAT REQUIRED FOR AN ADMISSION DOCUMENT
WHICH IS NOT CURRENTLY PUBLIC:
Information is contained within the Appendix to this Schedule
One announcement, available on the Company's website at: https://www.emmersonplc.com/investors
A WEBSITE ADDRESS OF A PAGE CONTAINING THE APPLICANT'S LATEST
ANNUAL REPORT AND ACCOUNTS WHICH MUST HAVE A FINANCIAL YEAR
END NOT MORE THEN NINE MONTHS PRIOR TO ADMISSION AND INTERIM
RESULTS WHERE APPLICABLE. THE ACCOUNTS MUST BE PREPARED IN
ACCORDANCE WITH ACCOUNTING STANDARDS PERMISSIBLE UNDER AIM
RULE 19:
https://www.emmersonplc.com/investors
THE NUMBER OF EACH CLASS OF SECURITIES HELD IN TREASURY:
As of the date of this Schedule One announcement, there are
no Ordinary Shares held in treasury
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END
AIMZZGZDZMNGMZM
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