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RNS Number : 0946E
Mercantile Ports & Logistics Ltd
27 June 2023
THIS ANNOUNCEMENT (THE "ANNOUNCEMENT") AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE
OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
INTO THE UNITED STATES OF AMERICA, ITS STATES, TERRITORIES AND
POSSESSIONS ("UNITED STATES"), AUSTRALIA, CANADA, JAPAN, SINGAPORE,
THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH
SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE PROHIBITED BY
ANY APPLICABLE LAW.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR ISSUE
OR THE SOLICITATION TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY
SECURITIES.
THIS ANNOUNCEMENT WAS DEEMED BY THE COMPANY (DEFINED BELOW) TO
CONTAIN INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
REGULATION 2014/596/EU WHICH IS PART OF DOMESTIC UK LAW PURSUANT TO
THE MARKET ABUSE (AMMENT) (EU EXIT) REGULATIONS (SI 2019/310) ("UK
MAR").
27 June 2023
Mercantile Ports & Logistics Limited
("MPL" or the "Company" and, together with its subsidiaries, the
"Group")
Result of General Meeting
Issue of equity and total voting rights
Hunch Concert Party holdings
Further to the various announcements by the Company on 8 June
2023, 9 June 2023 and 13 June 2023 in respect of the Placing,
Subscription and Retail Offer (the "Previous Announcements"),
Mercantile Ports & Logistics Limited (AIM: MPL) is pleased to
announce that all Resolutions put to Shareholders at today's
General Meeting in connection with the Rule 9 Waiver and the Equity
Fundraising were duly passed.
Accordingly, the Company will raise total gross proceeds of
GBP9.04 million via the Placing, Subscription and Retail Offer
through the issue of 301,479,660 New Ordinary Shares. An
application has been made for the 301,479,660 New Ordinary Shares
to be admitted to trading on AIM, which is expected to take place
at 8.00 a.m. on 28 June 2023.
Immediately following Admission on 28 June 2023, the Company's
enlarged issued share capital will comprise 342,979,359 Ordinary
Shares, of which none are held in treasury. Therefore, the total
number of voting rights in the Company is 342,979,359 and this
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 the Company, or there is a change to their
interest in the Company.
Hunch Concert Party holdings
Immediately following Admission on 28 June 2023, members of the
Hunch Concert Party will own 136,819,712 Ordinary Shares,
representing 39.89% of the voting rights of the Company. A table
showing the respective individual interests in Ordinary Shares of
the members of the Hunch Concert Party is set out below:
Total Ordinary Percentage
Hunch Concert Existing Subscription Shares following of the Enlarged
Party member Ordinary Shares Shares Admission Share Capital
Hunch Ventures 11,819,712 125,000,000 136,819,712 39.89%
----------------- ------------- ------------------ -----------------
Karanpal Singh - - - -
----------------- ------------- ------------------ -----------------
Amit Dutta - - - -
----------------- ------------- ------------------ -----------------
Total 11,819,712 125,000,000 136,819,712 39.89%
----------------- ------------- ------------------ -----------------
Other than where defined, capitalised terms used in this
Announcement have the meanings given to them in the Previous
Announcements.
For the purposes of UK MAR, the person responsible for arranging
release of this Announcement on behalf of the Company is Jay Mehta,
Managing Director.
For further information, please visit www.mercpl.com or
contact:
MPL C/O SEC Newgate
+44 (0) 20 3757 6880
Cenkos Securities plc Stephen Keys
(Nomad and Broker) +44 (0) 20 7397 8900
----------------------
IMPORTANT NOTICE
The content of this Announcement 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, Canada,
Australia, Singapore, Japan or the Republic of South Africa, or any
other jurisdiction where to do so might constitute a violation of
the relevant laws or regulations of such jurisdiction (the
"Restricted Jurisdictions").
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 New Ordinary Shares referred to herein have not
been and will not be registered under the Securities Act and may
not be offered or sold in the United States, expect pursuant to an
applicable exemption from registration. No public offering of New
Ordinary Shares is being made in the United States.
This Announcement does not constitute or form part of an offer
to sell or issue or a solicitation of an offer to buy, subscribe
for or otherwise acquire any securities in any jurisdiction
including, without limitation, the Restricted Jurisdictions or any
other jurisdiction in which such offer or solicitation would be
unlawful. This Announcement and the information contained in it is
not for publication or distribution, directly or indirectly, to
persons in a Restricted Jurisdiction, unless permitted pursuant to
an exemption under the relevant local law or regulation in any such
jurisdiction.
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.
This Announcement has not been approved by the London Stock
Exchange or any other securities exchange.
No prospectus or offering document will be made available in
connection with the matters contained in this Announcement and no
such prospectus is required (in accordance with the EU Prospectus
Regulation or the UK Prospectus Regulation ) to be published.
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", "could", "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 Group'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.
Forward-looking statements speak only as of the date of such
statements and, except as required by the FCA, the London Stock
Exchange or applicable law, the Company undertakes no obligation to
update or revise publicly any forward-looking statements, whether
as a result of new information, future events or otherwise.
Any indication in this Announcement of the price at which the
Ordinary Shares 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 per share of the Company for the current or future
financial years would necessarily match or exceed the historical
published earnings per share of the Group.
Cenkos Securities, which is authorised and regulated in the
United Kingdom by the FCA, is acting for the Company and for no one
else in connection with the transaction or arrangements described
in this Announcement and will not be responsible to anyone other
than the Company for providing the protections afforded to clients
of Cenkos Securities or for providing advice in relation to the
transaction or arrangements described in this Announcement, or any
other matters referred to in this Announcement.
No representation or warranty, express or implied, is or will be
made as to, or in relation to, and no responsibility or liability
is or will be accepted by or on behalf of the Company, Cenkos
Securities, or by their affiliates or their respective agents,
directors, officers and employees as to, or in relation to, the
accuracy or completeness of this Announcement or any other written
or oral information made available to or publicly available to any
interested party or its advisers, and any liability therefore is
expressly disclaimed.
The New Ordinary Shares to be issued pursuant to the Equity
Fundraising will not be admitted to trading on any stock exchange
other than to trading on AIM, being the market of that name
operated by the London Stock Exchange.
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.
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END
MSCKZGZVDNZGFZM
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