REG - Emmerson PLC - Fundraising of £0.85 million

EmmersonAnnouncement

06/12/2024 07:15

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RNS Number : 1244P  Emmerson PLC  06 December 2024

Emmerson Plc / Ticker: EML / Index: LSE / Sector: Mining

6 December 2024

Emmerson PLC

("Emmerson" or the "Company")

Fundraising of £0.85 million to finance the ongoing strategic initiatives of
the Company

Emmerson Plc ("Emmerson" or the "Company"), the Moroccan focused potash
development company, has raised £0.85 million (before expenses) through an
oversubscribed placing and subscription of 130,769,229 new ordinary shares of
no-par value each in the share capital of the Company ("Placing Shares") at a
price of 0.65 pence per share (the "Issue Price") and 43,589,743 attaching
warrants with an exercise price of 3 pence per share and a term of seven years
from the date of issuance (collectively the "Fundraising").

The Fundraising was led by Shard Capital Partners LLP ("Shard"). The net
proceeds of the fundraising will primarily support the Company as it looks at
its various options with respect to the dispute with the Moroccan Government,
referred to in the Company's announcement dated 1 November 2024.

Certain of the Directors, including Hayden Locke, Robert Wrixon and Graham
Clarke have also participated in the Fundraising (the "Director
Participation"), comprising £0.02 million (in aggregate) through the issue of
3.2 million Placing Shares.

Director Participation and Related Party Transaction

 Name           Position/status          Number of Existing Ordinary Shares  Number of Placing Shares  Number of Ordinary Shares held following Admission  % of issued share capital held following Admission
 Hayden Locke   Chairman                 9,274,660                           807,692                   10,082,352                                          0.79%
 Robert Wrixon  Non-executive Director   46,233,411                          1,538,461                 47,771,872                                          3.76%
 Graham Clarke  Executive Director, CEO  1,399,861                           807,692                   2,207,553                                           0.17%

The participation in the Fundraising by Hayden Locke, Robert Wrixon and Graham
Clarke, all existing Directors of the Company, constitutes a related party
transaction pursuant to Rule 13 of the AIM Rules for Companies (the
"Directors' Related Party Transaction").

In the absence of any independent Directors (as they all intend to participate
in the Fundraising) the Company's nominated adviser, Panmure Liberum, confirms
that the participation in the Fundraising by Hayden Locke, Robert Wrixon and
Graham Clarke is fair and reasonable insofar as Shareholders are concerned.

Existing Authorities

The Fundraising is being conducted using the Company's existing authorities to
issue and allot new shares granted to the Directors by Shareholders at the
Company's annual general meeting held on 26 June 2024 (the "2024 Annual
General Meeting"). Accordingly, the issue of the Placing Shares is not subject
to the approval of Shareholders.

Hayden Locke, Chairman of Emmerson, commented:

"The Government of the Kingdom of Morocco has failed to respond to our notice
of dispute. Accordingly, working with our specialist arbitration legal team,
Boies Schiller Flexner, we have presented our case to funders of potential
arbitration claims and have received significant interest."

"As we expected, the merits present extremely well with these litigation
experts, and we are aiming to close our funding agreement as soon as we
possibly can. Given the complete lack of engagement, we expect to request
arbitration via ICSID."

"A core group of investors, which were involved in the recent, successful,
GreenX arbitration victory over the Polish Government, are taking up a
position in this capital raise. These investors are well versed in
international arbitration and have worked extensively with our legal counsel.
They share our view on the strength of our case."

Details of the Fundraising

Use of proceeds

It is intended that the net proceeds of the Fundraising will principally be
used for general and administrative expenses including redundancy costs, core
listing expenses, legal fees associated with the dispute with the Kingdom of
Morocco and base remuneration for the key witnesses in our expected
arbitration.

Advisor Options

To assist with its ongoing arbitration, the Company has engaged with several
groups linked with the successful GreenX claim to assist from a commercial
standpoint and with various strategic matters.

The Company will issue these advisors, or their nominees, a total of 17
million options, on the same terms as the warrants for the capital raise, to
align and incentivise their continued involvement with Emmerson PLC.

Admission and Total Voting Rights

The Company has raised £0.85 million, before expenses, through the issue of
the Placing Shares with participation from certain existing Shareholders and
new investors.

Accordingly, an application has been made to the London Stock Exchange for the
Placing Shares to be admitted to trading on AIM ("Admission") and it is
expected that Admission will become effective and dealing in the Placing
Shares will commence on or around the 12 December 2024.  The Placing Shares
will rank pari passu with the existing ordinary shares of the Company.

Following Admission, the enlarged issued share capital of the Company will
comprise of 1,269,866,195 ordinary shares of no-par value each. No ordinary
shares are held in Treasury. The total number of voting rights in the Company
is therefore 1,269,866,195.

The above figure of 1,269,866,195 ordinary shares may be used by shareholders
of the Company as the denominator for the calculations by which they will
determine if they are required to notify their interest in, or a change in
their interest in, the share capital of the Company under the Financial
Conduct Authority's Disclosure Guidance and Transparency Rules.

 

**ENDS**

 For further information, please visit www.emmersonplc.com
 (http://www.emmersonplc.com) , follow us on Twitter (@emmerson_plc), or
 contact:

Emerson Plc                                                   +44 (0) 207 138 3204

 Graham Clarke / Hayden Locke
 Panmure Liberum Limited (Nominated Adviser and Joint Broker)  +44 (0) 20 3100 2000

 Scott Mathieson / Matthew Hogg / Will King
 Share Capital Partners LLP (Joint Broker)                     +44 (0) 207 186 9927

 Damon Heath / Isabella Pierre

 

 

 

Notes to Editors

Emmerson's primary focus is on developing the Project located in Northern
Morocco.  The Project has a large JORC Resource Estimate (2012) of 311.4Mt @
10.2% K(2)O and significant exploration potential with an accelerated
development pathway targeting a low capex, high margin mine. Khemisset is
perfectly located to capitalise on the expected growth of African fertiliser
consumption whilst also being located on the doorstep of European markets.
This unique positioning means the Project will receive a premium netback price
compared to existing potash producers. The need to feed the world's rapidly
increasing population is driving demand for potash and Emmerson is well placed
to benefit from the opportunities this presents. The Scoping Study released in
November 2018 indicated Khemisset has the potential to be among the lowest
capital cost development stage potash projects in the world and also, as a
result of its location, one of the highest margin projects. This delivered
outstanding economics including a post-tax NPV(10) of US$1.14 billion using
industry expert, Argus', price forecasts.

Market Abuse Regulation (MAR) Disclosure

The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the Market Abuse Regulations
(EU) No. 596/2014.

 

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