TIDMEML
RNS Number : 7788Q
Emmerson PLC
02 March 2021
2 March 2021
Emmerson Plc
("Emmerson" or "the Company")
Proposed cancellation of the Company's Ordinary Shares from the
Official List, proposed admission to trading on AIM and Notice of
General Meeting
Highlights
-- Intention to list on AIM to provide Emmerson with access to a
market and environment which is more suited, in the Board's view,
to the Company's current size and strategy
-- Proceeding with AIM Admission ahead of pivotal period for the
Company with the commencement of mine construction at the Khemisset
Potash Project expected by end of 2021
-- Follows recent award of Mining Licence granting Emmerson
exclusive right to develop and mine the potash deposit and GBP5.5m
raise to fund ongoing project development work
Emmerson Plc (LSE:EML), the Moroccan focused potash development
company, announces proposals to cancel the admission of the
Company's Ordinary Shares to listing on the UK Financial Conduct
Authority's (the "FCA") Official List (standard segment) and to
trading on the London Stock Exchange's main market for listed
securities ("Delisting") and its intention to apply for admission
of its Ordinary Shares to trading on the AIM market of the London
Stock Exchange ("AIM" and "Move to AIM"). A circular containing
detail of the proposed Cancellation and Admission together with a
notice convening a general meeting of shareholders (the "Circular")
is expected to be posted to shareholders later today.
The Board believes that AIM is a market and environment which is
more suited to the Company's current size and strategy and will
offer greater flexibility with regard to corporate transactions.
Listing on AIM should therefore enable the Company to agree and
execute certain transactions more efficiently and cost effectively
than a company on the Official List.
The proposed Delisting and Move to AIM will take effect
simultaneously, utilising the AIM Designated Market Route.
The Listing Rules do not require a company wishing to cancel the
admission of its shares to listing on the standard segment of the
Official List, to seek shareholder approval at a general meeting.
Notwithstanding this, the Directors believe that as a matter of
good corporate governance the Shareholders should be consulted and
accordingly have resolved that the Delisting should be subject to
shareholder approval by way of an ordinary resolution (the
"Delisting Resolution") to be proposed at a General Meeting, notice
of which is set out in the Circular. If approved by Shareholders,
it is anticipated that the effective date of the Move to AIM will
be 26 April 2021, being not less than 20 business days from the
passing of the Cancellation and Admission Resolution.
The Circular contains a notice convening a General Meeting of
Shareholders to be held at 55 Athol Street, Douglas, Isle of Man,
IM1 1LA, on 25 March 2021 at 11 a.m.
The Circular will be made available shortly on the Company's
website at www.emmersonplc.com and will be submitted to the
National Storage Mechanism where it will shortly be available to
view at www.morningstar.co.uk/uk/nsm .
For further information, please visit www.emmersonplc.com , follow us on
Twitter (@emmerson_plc), or contact:
Emmerson plc
Graham Clarke
Hayden Locke +44 (0)20 7236 1177
Shore Capital
Jerry Keen
Toby Gibbs
John More +44 (0)20 7408 4050
Shard Capital
Damon Heath
Isabella Pierre +44 207 186 9927
St Brides Partners Limited
Megan Dennison
Susie Geliher +44 (0)20 7236 1177
Unless otherwise stated, capitalised terms in this announcement
have the same meaning as in the Circular.
Appendix 1 - Expected timetable of key events
Publication of the Circular 2 March 2021
Latest time and date for receipt of completed 11 a.m. on 23 March
Forms of Proxy 2021
Time and date of General Meeting 11 a.m. on 25 March
2021
Last day of dealings in the Ordinary Shares 23 April 2021
on the Main Market
Cancellation of the listing of the Ordinary 8:00 a.m. on 26 April
Shares from the Official List effective 2021
Admission of, and commencement of dealings 8:00 a.m. on 26 April
in, the Ordinary Shares on AIM 2021
Appendix 2 - Extracts from Circular
Background to and reasons for the Cancellation and Admission,
and the GBP5.5m Placing
The Company took the decision to raise GBP5.5m to bolster its
cash position during what is expected to be a pivotal year. It is
preferable to negotiate with potential strategic partners from a
position of strength. Not only is the cash balance shored up, but
also the workstreams that form part of the construction capex can
be continued without interruption or pause; both of these factors
are to the advantage of the Company during negotiations. Moreover,
the situation had the additional benefit of bringing new
institutional investors on to the register for the first time,
marking a new stage in the overall progress of Emmerson Plc.
As part of the same corporate strategy, the Board has carefully
considered whether the continued admission of its Ordinary Shares
to listing on the standard segment of the Official List and to
trading of its Ordinary Shares on the Main Market is in the best
interests of Shareholders. As a result of its consideration, the
Board is proposing that the Company should move to AIM for, the
following reasons:
-- AIM will offer greater flexibility with regard to corporate
transactions and should therefore enable the Company to agree and
execute certain transactions more quickly and cost effectively than
a company on the Official List. AIM will also provide the Company
with continuing access to the public equity capital markets should
it be appropriate to obtain equity funding in the future. Should
such opportunities or initiatives arise or become relevant to the
Group, they could entail significant additional complexity and
larger transaction costs if the Company were to remain on the
Official List;
-- AIM, which is operated and regulated by the London Stock
Exchange, has an established reputation with investors and analysts
and is an internationally recognised market. It was launched in
June 1995 as the London Stock Exchange's market specifically
designed for smaller companies, with a more flexible regulatory
regime. For smaller companies, such as the Company, AIM provides a
more suitable market and environment that should simplify the
ongoing administrative and regulatory requirements of the
Company;
-- companies whose shares trade on AIM are deemed to be unlisted
for the purposes of certain areas of UK taxation. Following the
move to AIM, individuals who hold Ordinary Shares may, be eligible
for relief from inheritance tax under the business property relief
provisions. The Board believes that this potential relief may be
attractive for individuals who are Shareholders. Shareholders and
prospective investors should however consult their own professional
advisers on whether an investment in an AIM security (as defined in
the AIM Rules for Companies) is suitable for them, or whether the
inheritance tax benefit referred to above is available to them;
-- the Directors expect that the Company would continue to
appeal to specialist institutional investors following a move to
AIM (such as funds investing in AIM companies that qualify for IHT
Business Property Relief) and, in light of the possible tax
benefits mentioned above, the Directors hope that being admitted to
AIM will make the Company's Ordinary Shares more attractive to
certain retail investors. Since 5 August 2013, shares traded on AIM
can be held in ISAs; and
-- as stamp duty is not payable on the transfer of shares that
are traded on AIM and not listed on any other market, this may help
increase liquidity in the trading of the Ordinary Shares; and
The Directors consider that AIM is a more appropriate market for
the Company. This judgement is focused on, in particular, the
ability to agree and execute certain transactions more quickly and
cost effectively than if it remained listed on the standard segment
of the Official List. In addition, the Directors consider that AIM
is a more appropriate market for companies with a market
capitalisation of less than GBP100 million, such as the Company.
The Directors, therefore, believe a move to AIM is in the best
interests of the Company and its Shareholders as a whole.
Details of the Cancellation and Admission
As noted above, and notwithstanding that the Listing Rules do
not oblige the Company to obtain shareholder approval for the
Delisting, the Directors take the view that as a matter of good
corporate governance the Delisting should be subject to shareholder
approval by way of an ordinary resolution and accordingly the
Delisting Resolution will be proposed at the General Meeting. The
Delisting Resolution will authorise the Board to cancel the
admission of the Company's Ordinary Shares to listing on the
standard segment of the Official List and to trading on the Main
Market and to apply for AIM Admission in respect of the Company's
issued and to be issued Ordinary Shares.
Conditional on the Delisting Resolution having been approved by
Shareholders at the General Meeting, the Company will apply to
cancel the admission of the Ordinary Shares to listing on the
Official List and to trading on the Main Market and give 20
Business Days' notice to the London Stock Exchange of its intention
to seek AIM Admission under AIM's streamlined admission process for
companies that have had their securities traded on an 'AIM
Designated Market' (which includes the Official List).
It is currently anticipated that, subject to the passing of the
Delisting Resolution:
a) the last day of dealings in the Ordinary Shares on the Main Market will be 23 April 2021;
b) cancellation of the listing of Ordinary Shares on the
Official List will take effect at 8:00 a.m. on 26 April 2021, being
not less than 20 Business Days from the date of the General
Meeting; and
c) AIM Admission will take place, and trading in the Ordinary
Shares will commence on AIM, at 8:00 a.m. on 26 April 2021.
As the Ordinary Shares have been listed on the standard segment
of the Official List for more than 18 months, the AIM Rules for
Companies do not require an admission document to be published by
the Company in connection with the AIM Admission. However, subject
to the passing of the Delisting Resolution relating to the
Delisting at the General Meeting, the Company will, following the
General Meeting, publish an announcement which complies with the
requirements of Schedule One to the AIM Rules for Companies
comprising information required to be disclosed by companies
transferring their securities from the Official List (being an 'AIM
Designated Market') to AIM.
Although the Company intends to seek AIM Admission in respect of
its Ordinary Shares, there can be no guarantee that the Company
will be successful in achieving AIM Admission in respect of its
Ordinary Shares.
Shareholders should note that, unless the Delisting Resolution
is passed by Shareholders at the General Meeting, the Delisting and
AIM Admission will not be implemented. In such circumstances, the
Ordinary Shares will not be admitted to trading on AIM and the
Ordinary Shares will continue to be admitted to listing on the
standard segment of the Official List and to trading on the Main
Market.
Consequences of the transfer to AIM
Following AIM Admission, the Company will be subject to the AIM
Rules for Companies. Shareholders should note that AIM is
self-regulated and that the protections afforded to investors in
AIM companies are less rigorous than those afforded to investors in
companies listed on the standard segment of the Official List.
Shareholders should further note that the share price of AIM
companies can be highly volatile, which may prevent Shareholders
from being able to sell their Ordinary Shares at or above the price
they paid for them. The market price and the realisable value for
the Ordinary Shares could fluctuate significantly for various
reasons, many of which are outside the Company's control. Further,
there can be no assurance that an active or liquid trading market
for the Ordinary Shares will develop or, if developed, will be
maintained following AIM Admission. In addition, as the Ordinary
Shares will no longer be admitted to the Official List, the
Ordinary Shares may be more difficult to sell compared with the
shares of companies listed on the Official List. Liquidity on AIM
is in part provided by market makers, who are member firms of the
London Stock Exchange and are obliged to quote a share price for
each company for which they make a market between 8:00 a.m. and
4:30 p.m. on Business Days.
Whilst there are some similarities in the obligations of a
company whose shares are traded on AIM to those of a company whose
shares are listed on the standard segment of the Official List,
there are also significant differences, including:
a) There is no requirement under the AIM Rules for Companies for
a prospectus or an admission document to be published for further
issues of securities to institutional investors, except when
seeking admission for a new class of securities or as otherwise
required by law.
b) Unlike the Listing Rules, the AIM Rules for Companies do not
specify any required structures or discount limits in relation to
further issues of securities.
c) If AIM Admission occurs, the Company intends to maintain
robust governance standards and will continue to adopt the QCA
Corporate Governance Code. It will review its corporate governance
procedures from time to time having regard to the size, nature and
resources of the Company to ensure such procedures are
appropriate.
d) Institutional investor guidelines (such as those issued by
the Investment Association, the Pensions and Lifetime Savings
Association and the Pre-Emption Group), which provide guidance on
issues such as executive compensation and share-based remuneration,
corporate governance, share capital management and the issue and
allotment of shares on a pre-emptive or non-pre-emptive basis, do
not directly apply to companies whose shares are admitted to
trading on AIM.
e) Where the Company has a controlling shareholder (as defined
in the Listing Rules), it will no longer be required to enter into
a relationship agreement with such controlling shareholder and to
comply with the independence provision at all times as is required
under the Listing Rules.
f) Whilst a company's appropriateness for AIM is, in part,
dependent on it having free float in order that there is a properly
functioning market in the shares, there is no specified requirement
for a minimum number of shares in an AIM company to be held in
public hands, whereas a company listed on the Official List has to
maintain a minimum of 25 per cent. of its issued ordinary share
capital in public hands.
g) Certain securities laws will no longer apply to the Company
following AIM Admission; for example, the Disclosure Guidance and
Transparency Rules (save that Chapter 5 of the same in respect of
significant shareholder notifications and MAR (relating to, inter
alia, market abuse and insider dealing) will continue to apply to
the Company) and certain of the Prospectus Regulation Rules. This
is because AIM is not a regulated market for the purposes of the
European Union's directives relating to securities.
h) Shares traded on AIM can in some cases, attract beneficial
treatment and be treated as unlisted for the purposes of certain
areas of UK taxation. Following the Delisting and AIM Admission,
individuals who hold Ordinary Shares may be eligible for relief
from inheritance tax under the business property relief provisions.
Given the make-up of the Company's register of members, the Board
believes that this potential relief may be attractive for
individuals who are Shareholders. Shareholders and prospective
investors should consult their own professional advisers on whether
an investment in an AIM security is suitable for them, or whether
the inheritance tax benefit referred to above may be available to
them.
i) The Delisting may have implications for Shareholders holding
shares in a Self-Invested Personal Pension ("SIPP"). For example,
shares in unlisted companies may not qualify for certain SIPPs
under the terms of that SIPP. Shareholders holding shares in a SIPP
should therefore consult with their SIPP provider immediately.
Following AIM Admission, the Company will be categorised for these
purposes as unlisted.
The comments on the tax implications described in this Circular
are based on the Directors' current understanding of tax law and
practice, are not tailored to any individual circumstances and are
primarily directed at individuals who are UK resident and
domiciled. Tax rules can change and the precise tax implications
for you will depend on your particular circumstances. If you are in
any doubt as to your tax position, you should consult your own
independent professional adviser.
Following AIM Admission, Ordinary Shares that are held in
uncertificated form will continue to be held and settled through
CREST. Share certificates representing those Ordinary Shares held
in certificated form will continue to be valid and no new
certificates will be issued in respect of such Ordinary Shares
following a move to AIM. Accordingly, Shareholders should continue
to be able to trade Ordinary Shares in the usual manner through
their stockbroker or other suitable intermediary.
In addition, the Isle of Man Companies Act 2006, the UK
Companies Act 2006, the Financial Services and Markets Act 2000,
certain of the Prospectus Regulation Rules, Market Abuse
Regulations and the City Code on Takeovers and Mergers will
continue to apply to the Company following AIM Admission, as the
Company is a public limited company incorporated in the Isle of Man
whose shares have been traded on a UK regulated marker in the last
10 years.
Shareholders should note that AIM listed issuers are not
eligible for FTSE Indexation (with exception of the FTSE AIM
Indexes).
Irrevocable Undertakings
Certain Directors and members of key management have given
irrevocable undertakings to the Company to vote in favour of the
Resolutions to be proposed at the General Meeting (and, where
relevant, to procure that such action is taken by the relevant
registered holders if that is not them) in respect of their entire
beneficial holdings totalling in aggregate 61,828,672 Ordinary
Shares, representing approximately 7.5 per cent. of the Ordinary
Shares.
Recommendation
Shareholders should note that, if the Delisting Resolution is
not passed by Shareholders at the General Meeting the Delisting and
Admission to AIM will not be implemented.
In such circumstances, the Ordinary Shares will not be admitted
to trading on AIM and the Ordinary Shares will continue to be
admitted to listing on the standard segment of the Official List
and to trading on the Main Market.
Accordingly, the Directors consider that the Transactions and
the passing of Resolutions 1 to 3 are in the best interests of the
Company and its Shareholders as a whole and unanimously recommend
that Shareholders vote in favour of all of the Resolutions, as they
intend to do in respect of their beneficial holdings of an
aggregate of 47,414,316 Ordinary Shares, representing approximately
5.76 per cent. of the Ordinary Shares.
IMPORTANT INFORMATION
The distribution of this announcement in or into certain
jurisdictions other than the United Kingdom may be restricted by
law. Therefore, persons into whose possession this announcement
comes should inform themselves about, and observe, any such
restrictions.
This announcement contains (or may contain) certain
forward--looking statements with respect to the Company and certain
of its goals and expectations relating to its future financial
condition and performance which involve a number of risks and
uncertainties. No forward--looking statement is a guarantee of
future performance and actual results could differ materially from
those contained in any forward--looking statements. All statements,
other than statements of historical facts, contained in this
announcement, including statements regarding the Group's future
financial position, business strategy and plans, business model and
approach and objectives of management for future operations, are
forward--looking statements. Generally, the forward--looking
statements in this announcement use words such as "aim",
"anticipate", "target", "expect", "estimate", "plan", "goal",
"believe", "will", "may", "could", "should", "future", "intend"
"opportunity", "potential", "project", "seek" and other words
having a similar meaning. By their nature, forward--looking
statements involve risk and uncertainty because they relate to
future events and circumstances, including, but not limited to,
economic and business conditions, the effects of changes in
interest rates and foreign exchange rates, changes in legislation,
changes in customer habits and other factors outside the control of
the Company, that may cause actual results, performance or
achievements to be materially different from any results,
performance or achievements expressed or implied by such
forward--looking statements. All forward looking statements
contained in this announcement are based upon information available
to the Directors at the date of this announcement and access to
this announcement shall not give rise to any implication that there
has been no change in the facts set forth herein since such date.
The forward--looking statements in this announcement are based on
the relevant Directors' beliefs and assumptions and information
only as of the date of this announcement, and the forward--looking
events discussed in this announcement might not occur. Therefore,
Shareholders should not place any reliance on any forward--looking
statements. Except as required by law or regulation (including,
without limitation, as a consequence of the Prospectus Rules, EU
Market Abuse Regulation, Listing Rules, the AIM Rules and/or the
Disclosure Guidance and Transparency Rules), the Directors
undertake no obligation to publicly update any forward--looking
statements, whether as a result of new information, future earnings
or otherwise.
Shore Capital and Corporate Limited ("Shore Capital"), which is
authorised and regulated in the United Kingdom by the Financial
Conduct Authority, is acting exclusively for the Company and will
not be responsible to any person other than the Company for
providing the protections afforded to its customers or for advising
any other person on the contents of this announcement or any
matter, transaction or arrangement referred to therein. Shore
Capital has not authorised the contents of, or any part of, this
announcement, makes no representation or warranty, express or
implied, as to the contents of this announcement, and Shore Capital
does not accept any liability whatsoever for the accuracy or
completeness of the information or opinions contained in this
announcement (or for the omission of any material information) and
shall not be responsible for the contents of this announcement.
Shore Capital expressly disclaims all and any responsibility or
liability whether arising in tort, contract or otherwise which it
might otherwise have in respect of this announcement.
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END
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