TIDMMPL
RNS Number : 1087E
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CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE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")
Further Subscription to raise GBP399,999.99
Mercantile Ports & Logistics Limited (AIM: MPL), which is
operating and continuing to develop a port and logistics facility
in Navi Mumbai, Maharashtra, India, is pleased to announce that,
following the closing of the GBP9.04 million equity fundraising
announced by the Company on 8 June 2023 (the "Previous
Fundraising"), which is expected to close on 28 June 2023, as
further detailed in the announcement by the Company at 3.56 p.m.
today, the Company was approached by an existing institutional
shareholder to invest GBP399,999.99 (before expenses) by way of the
conditional subscription for 13,333,333 new ordinary shares of no
par value ("Ordinary Shares") (the "Subscription Shares") at the
issue price of 3 pence per share (the "Issue Price") per
Subscription Share (the "Subscription"). The Issue Price of the
Subscription is the same as the issue price per Ordinary Share in
the Previous Fundraising.
Net proceeds from the Subscription will, together with the net
proceeds from the Previous Fundraising, enable the Group to
strengthen the balance sheet and to provide working capital for the
Group. The Company is in advanced discussions to refinance its
existing debt facilities, and the net proceeds from the
Subscription and the Previous Fundraising will assist the Company
in such discussions.
Completion of the Subscription is conditional, inter alia, upon
approval of the Shareholders at a general meeting of the
Shareholders (the " General Meeting ") . The Company will notify
Shareholders of the date, time and location of the General Meeting
in a shareholder circular (the "Circular"), which will be published
and despatched by the Company in due course. The Circular will
contain further details of the Subscription and the notice of the
General Meeting to, inter alia, approve the resolutions required to
implement the Subscription. Following its publication, the Circular
will be available on the Group's website at
https://www.mercpl.com/article/investor-relations/shareholder-circulars/9.
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
------------------------------
SEC Newgate Elisabeth Cowell/ Bob Huxford
(Financial Communications) +44 (0) 20 3757 6880
mpl@newgatecomms.com
------------------------------
Notes:
References to times in this Announcement are to London time
unless otherwise stated.
The times and dates set out in the expected timetable of
principal events above and mentioned throughout this Announcement
may be adjusted by the Company in which event the Company will make
an appropriate announcement to a Regulatory Information Service
giving details of any revised dates and the details of the new
times and dates will be notified to London Stock Exchange plc (the
"London Stock Exchange") and, where appropriate, Shareholders.
Shareholders may not receive any further written communication.
IMPORTANT NOTICE
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 Subscription Shares referred to herein have not
been and will not be registered under the US Securities Act of
1933, as amended, and may not be offered or sold in the United
States, expect pursuant to an applicable exemption from
registration. No public offering of Subscription 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.
No action has been taken by the Company or Cenkos Securities plc
("Cenkos Securities") or any of their respective directors,
officers, partners, agents, employees or affiliates that would
permit an offer of the Subscription Shares or possession or
distribution of this Announcement or any other publicity material
relating to such Subscription Shares in any jurisdiction where
action for that purpose is required. Persons receiving this
Announcement are required to inform themselves about and to observe
any restrictions contained in this Announcement.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Announcement should seek appropriate advice before taking
any action.
This Announcement has not been approved by the London Stock
Exchange or any other securities exchange.
This Announcement is not being distributed by, nor has it been
approved for the purposes of section 21 of (the Financial Services
and Markets Act 2000, as amended ("FSMA") by Cenkos Securities or
any other person authorised under FSMA. This Announcement is being
distributed and communicated to persons in the United Kingdom only
in circumstances in which section 21(1) of FSMA does not apply.
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 UK Financial Conduct
Authority ("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 Subscription 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 Subscription Shares, 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 therefor is
expressly disclaimed.
The Subscription Shares to be issued pursuant to the
Subscription 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.
The Subscription Shares are being issued pursuant to applicable
securities laws.
This information is provided by RNS, the news service of the
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END
MSCSEWFMWEDSELM
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