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”) whereby GSM will make an immediate equity investment of US$6.0 million (approximately £5.4 million) at a price of 6.0 pence per share (the “Subscription”). The price of the REX Retail Offer Shares will also be 6.0 pence each.
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 is conditional on the completion of the Subscription and the REX Retail Offer 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 10 October 2022.
REX Retail Offer
The Company values its retail shareholder base and believes that it is appropriate to provide its existing retail shareholders in the United Kingdom the opportunity to participate in the REX Retail Offer.
Therefore, the Company is making the REX Retail Offer open to eligible investors in the United Kingdom following release of this announcement through the financial intermediaries listed below.
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 12.00 pm on 26 September 2022. 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 [email protected]
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 £50 per investor. The terms and conditions on which investors subscribe will be provided by the relevant financial intermediaries including relevant commission or fee charges.
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 REX Retail Offer 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 £1 million.
The REX Retail Offer is offered in the United Kingdom under the exemption from the requirement to publish a prospectus in section 86(1)(e) of FSMA. As such, there is no need for publication of a prospectus pursuant to the Prospectus Regulation Rules of the Financial Conduct Authority, or for approval of the same by the Financial Conduct Authority. The REX Retail Offer is not being made into any jurisdiction other than the United Kingdom.
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 United Kingdom law by virtue of the European Union (Withdrawal) Act 2018 (as amended).
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.
The Company’s LEI is 213800JA8ZK1K6CWYP61
For further information, please visit www.emmersonplc.com, follow us on Twitter (@emmerson_plc), or contact:
Graham Clarke / Jim Wynn / Charles Vaughan
+44 (0) 20 7236 1177
Notes to Editors
Emmerson is focused on advancing the Khemisset project in Morocco into a low-cost, high-margin supplier of potash, and the first primary producer on the African continent. With an initial 19-year life of mine, the development of Khemisset is expected to deliver long-term investment and financial contributions to Morocco including the creation of permanent employment, taxation income and a plethora of ancillary benefits. As a UK-Moroccan partnership, the Company is committed to bringing in significant international investment over the life of the mine.
Morocco is widely recognised as one of the leading phosphate producers globally, ranking third in the world in terms of tonnes produced annually, and the development of this mine is set to consolidate its position as the most important fertiliser producer in Africa. The Project has a large JORC Resource Estimate (2012) of 537Mt @ 9.24% K2O, with significant exploration potential, and is perfectly located to support the expected growth of African fertiliser consumption whilst also being located on the doorstep of European markets. The need to feed the world’s rapidly increasing population is driving demand for potash and Khemisset is well placed to benefit from the opportunities this presents. The Feasibility Study released in June 2020 indicated the Project has the potential to be among the lowest capital cost development stage potash projects in the world and also, as a result of its location, one of the highest margin projects. This delivered outstanding economics, including a post-tax NPV8 of approximately US$1.4 billion using industry expert Argus’ price forecasts, and the spot price for granular MOP fertiliser has since risen, further enhancing the valuations.
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