AIM Schedule One - Equatorial Palm Oil plc (6917J)
December 23 2020 - 6:00AM
UK Regulatory
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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END
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