NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, OR INTO OR WITHIN
THE COMMUNICATION OF THIS ANNOUNCEMENT AND ANY OTHER DOCUMENTS OR MATERIALS RELATING TO THE REX RETAIL OFFER AS A FINANCIAL PROMOTION IS ONLY BEING MADE TO, AND MAY ONLY BE ACTED UPON BY, THOSE PERSONS IN THE
8 April 2024
Emmerson PLC
REX Retail Offer
Emmerson PLC ("Emmerson" or the "Company"), the Moroccan focused potash development company, is pleased to announce a retail offer via REX (the "REX Retail Offer") of ordinary shares ("Ordinary Shares") of no par value in the capital of the Company (the "REX Retail Offer Shares").
In addition to the REX Retail Offer, the Company is also pleased to announce that it has entered into a subscription agreement with Global Sustainable Minerals Pte Ltd ("GSM") and Gold Quay Capital Pte Ltd ("GQC") (together the "Strategic Investors") whereby GSM will make an immediate equity investment of
A separate announcement has been made regarding the Subscription and its terms. For the avoidance of doubt, the REX Retail Offer is not part of the Subscription.
The REX Retail Offer and the Subscription are conditional on the New Ordinary Shares being admitted to trading on the AIM market of the London Stock Exchange plc ("Admission"). Admission is expected to take place at 8.00 a.m. on Monday 22 April 2024. Completion of the REX Retail Offer is conditional, inter alia, upon the completion of the Subscription.
REX Retail Offer
The Company values its retail shareholder base and believes that it is appropriate to provide its existing retail shareholders in the
The Company is therefore making the REX Retail Offer open to eligible investors in the
Existing shareholders can contact their broker or wealth manager to participate in the REX Retail Offer. The following Intermediaries have already confirmed their participation in the offer:
· AJ Bell Securities Ltd
· Hargreaves Lansdown Asset Management Limited
· Interactive Investor Services Limited
The REX Retail Offer is expected to close at 1.00pm on 8 April 2024. Eligible shareholders should note that financial intermediaries may have earlier closing times.
Retail brokers wishing to participate in the REX Retail Offer on behalf of existing retail shareholders, should contact info@rexretail.com.
To be eligible to participate in the REX Retail Offer, applicants must be a customer of a participating intermediary (eg, one of the intermediaries listed above or such other Intermediary that participates in the REX Retail Offer) and, as at the date hereof or will be, prior to placing an order for REX Retail Offer Shares, shareholders in the Company which may include individuals aged 18 years or over, companies and other bodies corporate, partnerships, trusts, associations and other unincorporated organisations.
There is a minimum subscription of
The Company reserves the right to scale back any order under the REX Retail Offer at its discretion. The Company reserves the right to reject any application for subscription under the REX Retail Offer without giving any reason for such rejection.
It is vital to note that once an application for REX Retail Offer Shares has been made and accepted via an intermediary, it cannot be withdrawn.
The New Ordinary Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with existing Ordinary Shares including the right to receive all dividends and other distributions declared, made or paid after their date of issue.
It is a term of the REX Retail Offer that the total value of the REX Retail Offer Shares available for subscription at the Issue Price does not exceed
The REX Retail Offer is offered in the
No offering document, prospectus or admission document has been or will be prepared or submitted to be approved by the Financial Conduct Authority (or any other authority) in relation to the REX Retail Offer, and investors' commitments will be made solely on the basis of the information contained in this announcement and information that has been published by or on behalf of the Company prior to the date of this announcement by notification to a Regulatory Information Service in accordance with the Financial Conduct Authority's Disclosure Guidance and Transparency Rules, the Market Abuse Regulation (EU Regulation No. 596/2014) ("MAR") and MAR as it forms part of
Investors should make their own investigations into the merits of an investment in the Company. Nothing in this announcement amounts to a recommendation to invest in the Company or amounts to investment, taxation or legal advice.
It should be noted that a subscription for REX Retail Offer Shares and investment in the Company carries a number of risks. Investors should take independent advice from a person experienced in advising on investment in securities such as the REX Retail Offer Shares if they are in any doubt.
An investment in the Company will place capital at risk. The value of investments, and any income, can go down as well as up, so investors could get back less than the amount invested.
Neither past performance nor any forecasts should be considered a reliable indicator of future results.
For Further Information
Emmerson PLC Graham Clarke / Jim Wynn / Charles Vaughan
REX Retail Info@rexretail.com
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+44 (0) 207 138 3204 |
BlytheRay (Financial PR and IR) Tim Blythe / Megan Ray / Said Izagaren
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+44 (0) 207 138 3204 |
Further information on the Company can be found on its website at www.emmersonplc.com
The Company's LEI is 213800JA8ZK1K6CWYP61
Notes to Editors
Emmerson is focused on advancing the Khemisset project ("Khemisset" or the "Project") in
This announcement should be read in its entirety. In particular, the information in the "Important Notices" section of the announcement should be read and understood.
Important Notices
The content of this announcement, which 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 REX Retail Offer Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "US Securities Act") or under the applicable state securities laws of
This announcement does not constitute an offer to sell or issue or a solicitation of an offer to buy or subscribe for REX Retail Offer Shares in
This announcement is not for publication or distribution, directly or indirectly, in or into
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.
REX is a proprietary technology platform owned and operated by Peel Hunt LLP (registered address at 7th Floor, 100 Liverpool Street,
The value of Ordinary Shares and the income from them is not guaranteed and can fall as well as rise due to stock market movements. When you sell your investment, you may get back less than you originally invested. Figures refer to past performance and past performance is not a reliable indicator of future results. Returns may increase or decrease as a result of currency fluctuations.
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", "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 Company'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.
These forward-looking statements speak only as at the date of this announcement and cannot be relied upon as a guide to future performance. The Company and Peel Hunt expressly disclaim any obligation or undertaking to update or revise any forward-looking statements contained herein to reflect actual results or any change in the assumptions, conditions or circumstances on which any such statements are based unless required to do so by the Financial Conduct Authority, the London Stock Exchange or applicable law.
The information in this announcement is for background purposes only and does not purport to be full or complete. None of Peel Hunt or any of its affiliates, accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to this announcement, including the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith. Peel Hunt and its affiliates, accordingly disclaim all and any liability whether arising in tort, contract or otherwise which they might otherwise be found to have in respect of this announcement or its contents or otherwise arising in connection therewith.
Any indication in this announcement of the price at which the Ordinary Share 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 or target dividend per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings or dividends per share of the Company.
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 REX Retail Offer Shares to be issued or sold pursuant to the REX Retail Offer will not be admitted to trading on any stock exchange other than the London Stock Exchange.
Information to Distributors
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("Directive 2014/65/EU"); (b) Articles 9 and 10 of MiFID II; and (c) local implementing measures; and/or (d) (where applicable to
Notwithstanding the Target Market Assessment, distributors should note that: the price of the REX Retail Offer Shares may decline and investors could lose all or part of their investment; the REX Retail Offer Shares offer no guaranteed income and no capital protection; and an investment in the REX Retail Offer Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the REX Retail Offer. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Peel Hunt LLP will only contact prospective applicants for participation in the REX Retail Offer who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Directive 2014/65/EU or the
It is further noted that the REX Retail Offer is only open to investors in the
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