Schedule One - Emmerson plc | RNS | Ticker

Schedule One - Emmerson plc

RNS Announcement

RNS Number : 5530T

AIM

26 March 2021

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:

Emmerson plc ("Emmerson", the "Group" or the "Company")

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

Registered Office:

55 Athol Street

Douglas

Isle of Man

IM1 1LA

London Office:

Level 3

52 Berkeley Square

London

W1J 5EL

COUNTRY OF INCORPORATION:

Isle of Man

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

https://www.emmersonplc.com/

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:

Emmerson is a potash development company focused on the development of the Khemisset Potash Project (the "Project") located in Northern Morocco, approximately 90km from the capital city, Rabat, and the planned bulk port of Kenitra Atlantique and 175km from the port of Mohammedia.

The Project has a JORC Resource Estimate (2019) of 537Mt @ 9.24% K2O and exploration potential with a development pathway targeting a low capital expenditure and high margin potash mine.

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):

Ordinary Shares of no-par value each ("Ordinary Shares").

No restrictions on the transferability of the Ordinary Shares.

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

The Company's current market capitalisation is approximately £46m, based upon its share price at close of business on 24 March 2021 of 6 pence per Ordinary Share.

The Company has undertaken a placing to raise £5.5m (the "Placing") in conjunction with the proposed admission of the Ordinary Shares to trading on AIM ("Admission"). The Placing completed on 26 February 2021, prior to Admission and ahead of the proposed cancellation of the Company's listing on the Official List and admission to trading on the Main Market (the "Cancellation").

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

The Company's issued share capital consists of 823,244,481 Ordinary Shares. The Ordinary Shares not in public hands equal 150,974,100 which represent 18.34% of the Company's issued share capital.

Ordinary Shares held by directors of the Company equal 47,535,055 which represents 5.77% of the issued share capital.

Director Shares:

• James Kelly - 600,000

• Graham Clarke - 500,000

• Hayden Locke - 1,726,644

• Robert Wrixon* - 44,233,411

• Ed McDermott - 475,000

*Robert Wrixon's interest is held through Good Spirit International Limited.

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):

James Edward Trutch Kelly - Non-Executive Chairman

Graham Clarke - CEO

Hayden Thomas Locke - Executive Director

Dr Robert Christopher Wrixon - Finance Director & COO

Edward Peter McDermott - Non-Executive Director

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):

Insofar as the Company is aware, the Company's current significant shareholders are:

Shareholder	Percentage of the Ordinary Shares as at the date of this document
Hargreaves Lansdown	9.48%
Jarvis Clients	5.87%
Robert Wrixon	5.37%
Heshin Kim	5.01%
Interactive Investor clients	4.83%
Keith Davidson	3.92%
Mohamed Aghmir	3.88%

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

None

(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) 31^st December

(ii) n/a - existing issuer moving from the Official List

(iii) 30^th June 2021 (in respect of the annual report to 31^st December 2020)

30^th September 2021 (in respect of the half yearly report to 30^th June 2021)

30^th June 2022 (in respect of the annual report to 31 December 2021)

EXPECTED ADMISSION DATE:

27 April 2021

NAME AND ADDRESS OF NOMINATED ADVISER:

Shore Capital and Corporate Limited

Cassini House

57 St James's Street

London

SW1A 1LD

NAME AND ADDRESS OF BROKER:

Shore Capital Stockbrokers Limited

Cassini House

57 St James's Street

London

SW1A 1LD

Shard Capital Partners LLP

23rd Floor

20 Fenchurch St

London

EC3M 3BY

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:

N/A - Quoted applicant

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

The Company has adopted the Quoted Companies Alliance, Corporate Governance Code, published by the UK Quoted Companies Alliance

DATE OF NOTIFICATION:

26 March 2021

NEW/ UPDATE:

New

QUOTED APPLICANTS MUST ALSO COMPLETE THE FOLLOWING:

THE NAME OF THE AIM DESIGNATED MARKET UPON WHICH THE APPLICANT'S SECURITIES HAVE BEEN TRADED:

Standard listing segment of the official list of the FCA (the "Official List") and the London Stock Exchange plc's main market for listed securities (the "Main Market")

THE DATE FROM WHICH THE APPLICANT'S SECURITIES HAVE BEEN SO TRADED:

The Ordinary Shares were first admitted to the Official List by way of a standard listing and to trading on the Main Market on 15 February 2017.

As the Company's acquisition of Moroccan Salts Limited constituted a reverse takeover under the Listing Rules, the Company requested that the UKLA suspend listing of its Ordinary Shares on the standard segment of the Official List and as traded on the Main Market pending publication of a prospectus. Suspension of the Ordinary Shares became effective on 17 October 2017.

The Company's enlarged share capital was re-admitted to the Official List on 4 June 2018, following completion of the acquisition of Moroccan Salts Limited.

CONFIRMATION THAT, FOLLOWING DUE AND CAREFUL ENQUIRY, THE APPLICANT HAS ADHERED TO ANY LEGAL AND REGULATORY REQUIREMENTS INVOLVED IN HAVING ITS SECURITIES TRADED UPON SUCH A MARKET OR DETAILS OF WHERE THERE HAS BEEN ANY BREACH:

The Company confirms, following due and careful enquiry, that it has adhered to all legal and regulatory requirements applicable to companies admitted to the standard listing segment of the Official List and to trading on the Main Market.

AN ADDRESS OR WEB-SITE ADDRESS WHERE ANY DOCUMENTS OR ANNOUNCEMENTS WHICH THE APPLICANT HAS MADE PUBLIC OVER THE LAST TWO YEARS (IN CONSEQUENCE OF HAVING ITS SECURITIES SO TRADED) ARE AVAILABLE:

https://www.emmersonplc.com/investors

DETAILS OF THE APPLICANT'S STRATEGY FOLLOWING ADMISSION INCLUDING, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING STRATEGY:

Emmerson is driven by three growth pillars which have been developed to reflect the focus of the business and the external environment:

1. The rapid advancement of the Project through its technical studies targeting the development of a low capex, high margin potash mine.

2. Further exploration in the prospective Khemisset Basin to expand its mineral resources and increase potential mine life.

3. Opportunistic appraisal of additional advanced, financially attractive, assets within the agriculture sector which would allow Emmerson to become the world's only mid-tier multi-nutrient fertiliser producer.

A DESCRIPTION OF ANY SIGNIFICANT CHANGE IN FINANCIAL OR TRADING POSITION OF THE APPLICANT, WHICH HAS OCCURRED SINCE THE END OF THE LAST FINANCIAL PERIOD FOR WHICH AUDITED STATEMENTS HAVE BEEN PUBLISHED:

Save as disclosed in the Company's interim report dated 22 September 2020, there has been no significant change in the financial or trading position of Emmerson since 31 December 2019, being the end of the last financial period for which audited financial statements have been published.

A STATEMENT THAT THE DIRECTORS OF THE APPLICANT HAVE NO REASON TO BELIEVE THAT THE WORKING CAPITAL AVAILABLE TO IT OR ITS GROUP WILL BE INSUFFICIENT FOR AT LEAST TWELVE MONTHS FROM THE DATE OF ITS ADMISSION:

In the opinion of the Directors, having made due and careful enquiry, taking into account the net proceeds of the Placing, the working capital available to the Group is sufficient for its present requirements, that is for at least the next 12 months from the date of Admission.

DETAILS OF ANY LOCK-IN ARRANGEMENTS PURSUANT TO RULE 7 OF THE AIM RULES:

Pursuant to the AIM Rules, the following Directors, senior management and shareholders of the Company have agreed not to dispose of any Ordinary Shares or options in the Company that they or any of their "related parties" (as defined in the AIM Rules) own for a period of 12 months from Admission:

· James Kelly

· Graham Clarke

· Hayden Locke

· Robert Wrixon

· Edward McDermott

· Phil Cleggett

· Said Hamdioui

· Sadik Hamdioui

· Mohamed Zanine

A BRIEF DESCRIPTION OF THE ARRANGEMENTS FOR SETTLING THE APPLICANT'S SECURITIES:

Settlement will continue to be through the CREST system for dealings in ordinary shares held in uncertificated form. Ordinary Shares can also be dealt in certificated form.

A WEBSITE ADDRESS DETAILING THE RIGHTS ATTACHING TO THE APPLICANT'S SECURITIES:

https://www.emmersonplc.com

INFORMATION EQUIVALENT TO THAT REQUIRED FOR AN ADMISSION DOCUMENT WHICH IS NOT CURRENTLY PUBLIC:

Information is contained within the Appendix to this Schedule One announcement, available on the Company's website at: https://www.emmersonplc.com/investors

A WEBSITE ADDRESS OF A PAGE CONTAINING THE APPLICANT'S LATEST ANNUAL REPORT AND ACCOUNTS WHICH MUST HAVE A FINANCIAL YEAR END NOT MORE THEN NINE MONTHS PRIOR TO ADMISSION AND INTERIM RESULTS WHERE APPLICABLE. THE ACCOUNTS MUST BE PREPARED IN ACCORDANCE WITH ACCOUNTING STANDARDS PERMISSIBLE UNDER AIM RULE 19:

https://www.emmersonplc.com/investors

THE NUMBER OF EACH CLASS OF SECURITIES HELD IN TREASURY:

As of the date of this Schedule One announcement, there are no Ordinary Shares held in treasury

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END

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RNS metadata

Title: Schedule One - Emmerson plc
Time: 08:00:04
Date: 26 Mar 2021
Category: Capital structure
ID: 5530T