REG - Emmerson PLC - Result of Placing and Subscription

EmmersonAnnouncement

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RNS Number : 4655X  Emmerson PLC  20 March 2026

THIS ANNOUNCEMENT, INCLUDING THE APPENDIX AND THE INFORMATION CONTAINED HEREIN
(TOGETHER THIS "ANNOUNCEMENT"), IS RESTRICTED AND IS NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES
OF AMERICA, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY
OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. IN PARTICULAR, YOU SHOULD
READ AND UNDERSTAND THE INFORMATION PROVIDED IN THE APPENDIX WHICH CONTAINS
THE TERMS AND CONDITIONS OF THE PLACING.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET
ABUSE REGULATION (596/2014/EU) AS IT FORMS PART OF UK DOMESTIC LAW PURSUANT TO
THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED ("MAR").

 

20 March 2026

 

Emmerson plc

("Emmerson" or the "Company")

 

Result of Placing and Subscription

 

Emmerson Plc (AIM: EML), is pleased to announce that further to the
announcement released at on 20 March 2026 (the "Launch Announcement"), the
Placing has now closed and the Bookbuild has been successfully concluded.
Terms defined in the Launch Announcement have the same meanings in this
announcement.

 

The gross proceeds from the Placing and Subscription amounted to £750,000
through the issue of, in aggregate, 37,500,000 new Ordinary Shares at the
Issue Price of 2 pence per new Ordinary Share.

 

The Company also intends to launch a Retail Offer, open to existing
shareholders via the Winterflood Retail Access Platform to allow existing
shareholders to participate at the Issue Price. A further announcement will be
made shortly regarding the Retail Offer and its terms.

 

The proceeds from the Placing and Subscription, together with the proceeds of
the Retail Offer, will primarily be used to cover the costs of remediation of
the site of the Mine de Centre (a former salt mine situated in the previously
held licence area in Morocco) and to, pay invoices for completed engineering
work and supplementary consultancy work in preparation of the legal case.

 

 

Admission to AIM

 

Application will be made to the London Stock Exchange plc for the admission of
the Placing and Subscription Shares to trading on AIM ("Admission") and it is
expected that Admission will occur at 8.00 a.m. on 27 March 2025 or such later
time and/or date as VSA Capital and the Company may agree (being in any event
no later than 8.00 a.m. on 2 April 2025).

 

A further announcement will be made in due course in relation to the total
number of voting rights of the Company from the new Ordinary Shares issued
pursuant to the Retail Offer, which it is intended will admit to trading on
the same day as the Placing Shares and the Subscription Shares.

 

* * ENDS * *

 

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

 

 Emmerson Plc                                                  Tel: +44 (Tel:+44) (0) 20 7138 3204

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

 Scott Mathieson / Will King
 VSA Capital Limited (Joint Broker)                            Tel: +44 (0) 20 3005 5000

 Andrew Monk (Corporate Broking)

 Andrew Raca / Brian Wong (Corporate Finance)

 

IMPORTANT NOTICES

 

Notice to Distributors

 

This Announcement is not for publication or distribution, directly or
indirectly, in or into the United States of America (including its territories
and possessions, any state of the United States of America and the district of
Columbia (collectively, the "United States")). This Announcement is not an
offer of securities for sale into the United States.  The securities referred
to herein have not been and will not be registered under the U.S. Securities
Act of 1933, as amended.  No public offering of securities is being made in
the United States.

 

UK Product Governance Requirements

 

Solely for the purposes of the product governance requirements contained
within chapter 3 of the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK Product Governance Requirements") and
disclaiming all and any liability, whether arising in tort, contract or
otherwise, which any "manufacturer" (for the purposes of the UK Product
Governance Requirements) may otherwise have with respect thereto, the Placing
Shares and Subscription Shares have been subject to a product approval
process, which has determined that the Placing Shares and Subscription Shares
are: (i) compatible with an end target market of retail investors and
investors who meet the criteria of professional clients and eligible
counterparties, each as defined in chapter 3 of the FCA Handbook Conduct of
Business Sourcebook ("COBS"); and (ii) eligible for distribution through all
permitted distribution channels (the "UK Target Market Assessment").
Notwithstanding the UK Target Market Assessment, distributors should note
that: the price of the Placing Shares and Subscription Shares may decline and
investors could lose all or part of their investment; the Placing Shares offer
no guaranteed income and no capital protection; and an investment in Placing
Shares or Subscription Shares is compatible only with investors who do not
need a guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are capable of
evaluating the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result therefrom. The UK
Target Market Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation to the
Placing and the Subscription. Furthermore, it is noted that, notwithstanding
the UK Target Market Assessment, VSA Capital and H&P will only procure
investors who meet the criteria of professional clients and eligible
counterparties.

 

For the avoidance of doubt, the UK Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of chapters 9A or 10A respectively of the COBS; or (b) a
recommendation to any investor or group of investors to invest in, or
purchase, or take any other action whatsoever with respect to Placing Shares.
Each distributor is responsible for undertaking its own target market
assessment in respect of the shares and determining appropriate distribution
channels.

 

EU Product Governance Requirements

 

Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended and as this is applied in the United Kingdom ("MiFID II"); (b)
Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593
supplementing MiFID II and Regulation (EU) No 600/2014 of the European
Parliament, as they form part of UK law by virtue of the European Union
(Withdrawal) Act 2018, as amended; and (c) local implementing measures
(together, the "MiFID II Product Governance Requirements"), and disclaiming
all and any liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the Ordinary Shares
have been subject to a product approval process, which has determined that
such securities are: (i) compatible with an end target market of retail
investors who do not need a guaranteed income or capital protection and
investors who meet the criteria of professional clients and eligible
counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(the "Target Market Assessment"). The Ordinary Shares are not appropriate for
a target market of investors whose objectives include no capital loss.
Notwithstanding the Target Market Assessment, distributors should note that:
the price of the Ordinary Shares may decline and investors could lose all or
part of their investment; the Ordinary Shares offer no guaranteed income and
no capital protection; and an investment in the Ordinary Shares is compatible
only with investors who do not need a guaranteed income or capital projection,
who (either alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses that may
result therefrom. The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling restrictions in
relation to the Placing and Subscription. Furthermore, it is noted that,
notwithstanding the Target Market Assessment, VSA Capital and H&P will
only procure investors who meet the criteria of professional clients and
eligible counterparties. For the avoidance of doubt, the Target Market
Assessment does not constitute: (a) an assessment of suitability or
appropriateness for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take any other
action whatsoever with respect to the Ordinary Shares. Each distributor is
responsible for undertaking its own target market assessment in respect of the
shares and determining appropriate distribution channels.

 

Forward Looking Statements

 

This Announcement includes statements that are, or may be deemed to be,
"forward-looking statements". These forward-looking statements can be
identified by the use of forward-looking terminology, including the terms
"believes", "estimates", "plans", "anticipates", "targets", "aims",
"continues", "expects", "intends", "hopes", "may", "will", "would", "could" or
"should" or, in each case, their negative or other variations or comparable
terminology. These forward-looking statements include matters that are not
facts. They appear in a number of places throughout this Announcement and
include statements regarding the Directors' beliefs or current expectations.
By their nature, forward-looking statements involve risk and uncertainty
because they relate to future events and circumstances. Investors should not
place undue reliance on forward-looking statements, which speak only as of the
date of this Announcement.

 

Notice to overseas persons

 

This Announcement does not constitute, or form part of, a prospectus relating
to the Company, nor does it constitute or contain any invitation or offer to
any person, or any public offer, to subscribe for, purchase or otherwise
acquire any shares in the Company or advise persons to do so in any
jurisdiction, nor shall it, or any part of it form the basis of or be relied
on in connection with any contract or as an inducement to enter into any
contract or commitment with the Company.

 

This Announcement is not for release, publication or distribution, in whole or
in part, directly or indirectly, in or into Australia, Canada, Japan or the
Republic of South Africa or any jurisdiction into which the publication or
distribution would be unlawful. This Announcement is for information purposes
only and does not constitute an offer to sell or issue or the solicitation of
an offer to buy or acquire shares in the capital of the Company in
Australia, Canada, Japan,  the Republic of South Africa or any jurisdiction
in which such offer or solicitation would be unlawful or require preparation
of any prospectus or other offer documentation or would be unlawful prior to
registration, exemption from registration or qualification under the
securities laws of any such jurisdiction.  Persons into whose possession this
Announcement comes are required by the Company to inform themselves about, and
to observe, such restrictions.

 

General

 

Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) or any previous Announcement made by the Company is
incorporated into, or forms part of, this announcement.

 

This Announcement has been issued by, and is the sole responsibility of, the
Company.

 

Panmure Liberum Limited ("Panmure Liberum"), which is authorised and regulated
by the Financial Conduct Authority in the United Kingdom, is acting
exclusively for Emmerson and for no one else in connection with the subject
matter of this announcement and will not be responsible to anyone other than
Emmerson for providing the protections afforded to its clients or for
providing advice in connection with the subject matter of this announcement.
Neither Panmure Liberum nor any of its affiliates (nor their respective
directors, officers, employees or agents) owes or accepts any duty, liability
or responsibility whatsoever (whether direct or indirect, whether in contract,
in tort, under statute or otherwise) to any person who is not a client of
Panmure Liberum in connection with this announcement, any statement contained
herein or otherwise.

 

VSA Capital, which is authorised and regulated by the FCA in the United
Kingdom, is acting as Broker to the Company in connection with the Placing and
the Subscription. VSA Capital will not be responsible to any person other than
the Company for providing the protections afforded to clients of VSA Capital
or for providing advice to any other person in connection with the Placing,
the Subscription or any other acquisition of shares in the Company. VSA
Capital is not making any representation or warranty, express or implied, as
to the contents of this Announcement. VSA Capital has not authorised the
contents of, or any part of, this Announcement, and no liability whatsoever is
accepted by VSA Capital for the accuracy of any information, or opinions
contained in this Announcement or for the omission of any material
information, save that nothing shall limit the liability of VSA Capital for
its own fraud.

 

No statement in this Announcement is intended to be a profit forecast and no
statement in this Announcement should be interpreted to mean that the earnings
per share of the Company for the current or future financial years would
necessarily match or exceed the historical published earnings per share of the
Company.

 

This Announcement does not constitute a recommendation concerning any
investor's investment decision with respect to the Placing or Subscription.
Each investor or prospective investor should conduct his, her or its own
investigation, analysis and evaluation of the business and data described in
this Announcement and publicly available information.

 

The new Ordinary Shares will not be admitted to trading on any stock exchange
other than the AIM market of the London Stock Exchange.

 

The Appendix to this Announcement sets out the terms and conditions of the
Placing. By participating in the Bookbuild, each person who is invited to and
who chooses to participate in the Placing by making or accepting an oral
and/or written legally binding offer to subscribe for Placing Shares will
be deemed to have read and understood this Announcement (including the
Appendix ) in its entirety, to be making or accepting such offer on the terms
and subject to the conditions of the Placing set out in this Announcement
and to be providing the representations, warranties,
undertakings, agreements and acknowledgements contained in the Appendix.

 

The price and value of securities can go down as well as up. Past performance
is not a guide to future performance.

 

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