Schedule One - Equatorial Palm Oil plc

RNS Announcement

RNS Number : 6917J

AIM

23 December 2020

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:

Equatorial Palm Oil plc ("EPO", the "Company")

The Company is proposing to change its name to "Capital Metals plc" upon completion of a reverse takeover ("RTO") of Capital Metals Limited ("CML"), together the Enlarged Group.

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :

Equatorial Palm Oil plc: 6th Floor 60 Gracechurch Street, London, United Kingdom, EC3V 0HR

COUNTRY OF INCORPORATION:

England and Wales

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

www.capitalmetals.com (on Admission)

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:

EPO was founded in 2005, listed on Alternative Investment Market of the London Stock Exchange in 2010 and is currently classed as an AIM Rule 15 cash shell. It is acquiring CML by way of a reverse takeover under AIM Rule 14.

CML operates in the mining industry for high-grade heavy minerals and is developing a shallow eastern minerals mining project in Sri Lanka. On Admission, it will become an operating company with CML becoming the Enlarged Group's sole operating business.

The project's deposit consists of active coastal sand and older sand berms that form a continuous strip of sand with concentrations of heavy minerals.

The total heavy mineral component of the mineral sand deposit consists of valuable heavy minerals: ilmenite, leucoxene, altered ilmenite, rutile, zircon, garnet and sillimanite. The heavy minerals of ilmenite, rutile and zircon are used in the manufacture of a wide range of products across a number of industrial sectors. Ilmenite and rutile are used as feedstocks to produce titanium dioxide pigment.

Corporate structure

EPO (to be renamed Capital Metals plc) will be the issuer, with the current CML business acting as the sole operator. Following Admission, EPO will own 100% of Capital Metals Limited. It is the sole shareholder of Brighton Metals Limited ("BML"), which is the holding company for four Sri Lankan subsidiaries.

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):

172,188,875 Ordinary Shares of £0.002 each - comprising 132,000,000 shares issued as consideration for the acquisition, 17,374,999 shares issued in the Placing and Subscription, and 22,813,876 existing shares following the share consolidation.

Single class of shares; issue price of shares £0.12 per share (following 20:1 consolidation of existing ordinary share of £0.0001)

CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

£2.085 million.

Anticipated market capitalisation: £20.6 million

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

c23.2%

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):

Existing Directors

Michael Julian Frayne - Executive Chairman*

Geoffrey (Geoff) Edward Martyn Brown - Non-Executive Director

Teh Kwan Wey - Non-Executive Director

On Admission the following individuals will be appointed to the Board:

Anthony John Samaha - Finance Director

Gregory (Greg) Pentland Martyr - Non-Executive Chairman

James Gerald Leahy - Non-Executive Director

*Post Admission, Michael Frayne's role will change to become Chief Executive Officer.

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):

Shareholder	Holding*	Percentage pre- Admission	Holding	Percentage post-Admission
KL-Kepong International Limited	223,959,702	49.1%	11,197,985	6.5%
Spreadex Ltd	34,530,703	7.6%	1,726,535	<3%
The Bank Of New York (Nominees) Ltd	26,500,000	5.8%	1,325,000	<3%
InterTrader Ltd	22,180,502	4.9%	1,109,025	<3%
Vestra Nominees Ltd	21,242,628	4.7%	1,062,131	<3%
Vidacos Nominees Ltd	15,331,750	3.4%	766,587	<3%
Brent Holdings Limited	-	-	24,793,095	14.4%
Roman Resources Management Pty Limited	-	-	14,423,869	8.4%
Stanton Investments Limited	-	-	12,676,670	7.4%
Mr M Frayne	2,165,000	0.5%	13,056,672	7.6%
Bart Properties Pty Ltd ATF The Scott Flynn Family Trust	-	-	5,496,409	3.2%

*Note a 20:1 share consolidation will occur the day prior to Admission

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

N/A

(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) The current accounting reference date of the Company is 30 September. It is proposed that post Admission the accounting year end will be changed to 31 March (to match CML's accounting year-end).

(ii) 31 March 2020 in relation to CML; 30 September 2020 for EPO.

(iii) Accounts for 6 months period ended 30 September 2020 for CML (to be notified by 13 January 2021); Accounts for 12 month period ended 31 March 2021 (by 30 September 2021); Accounts for 6 months ended 30 September 2021 (by 30 December 2021).

EXPECTED ADMISSION DATE:

13 January 2021

NAME AND ADDRESS OF NOMINATED ADVISER:

SPARK Advisory Partners Limited

5 St John's Lane

Farringdon

London EC1M 4BH

NAME AND ADDRESS OF BROKER:

Broker to the Placing and joint brokers to the Company:

Brandon Hill Capital Ltd

1 Tudor Street

London, EC4Y 0AH

Joint broker to the Company:

Mirabaud Securities LLP

5^th Floor, 10 Bressenden Place

London, SW1E 5DH

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:

Copies of this document will be available free of charge to the public during normal business hours on any day (Saturdays, Sundays and public holidays excepted) at the offices of SPARK Advisory Partners, 5 St John's Lane, London, EC1M 4BH in accordance with the AIM Rules. This document will also be available for download from the Company's website at https://www.epoil.co.uk/ up to Admission and at www.capitalmetals.com post Admission.

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

The Enlarged Group will adopt the QCA Corporate Governance Code, as published by the Quoted Companies Alliance.

DATE OF NOTIFICATION:

23 December 2020

NEW/ UPDATE:

NEW

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END

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RNS metadata

Title: Schedule One - Equatorial Palm Oil plc
Time: 12:00:01
Date: 23 Dec 2020
Category: Capital structure
ID: 6917J

Schedule One - Equatorial Palm Oil plc | RNS | Ticker