PAL Equatorial Palm Oil Plc

TIDMPAL

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 GBP0.002 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 GBP0.12 per share 
  (following 20:1 consolidation of existing ordinary share of 
  GBP0.0001) 
 CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) 
  AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION: 
 GBP2.085 million. 
 
  Anticipated market capitalisation: GBP20.6 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      Holding        Percentage 
                                              pre- Admission                 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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December 23, 2020 07:00 ET (12:00 GMT)