TIDMEML

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 
  GBP46m, 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 GBP5.5m (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 
   Ed ward 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 
  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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March 26, 2021 04:00 ET (08:00 GMT)

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