REG-Everest Global Plc: Publication of Prospectus

Everest GlobalAnnouncement

31/10/2023 11:30

31 October 2023

 

 

Everest Global Plc

 

Publication of Prospectus

 


 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, WITHIN,
INTO OR IN THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA,
THE REPUBLIC OF IRELAND OR JAPAN.

 

This announcement is an advertisement and not a prospectus. Neither this
announcement nor anything contained herein shall form the basis of, or be
relied upon in connection with, any offer or commitment whatsoever in any
jurisdiction. Investors should not purchase or subscribe for any transferable
securities referred to in this announcement except on the basis of information
contained in any prospectus (the "Prospectus") in its final form that may be
published by Everest Global Plc  ("Everest" or the "Company") in due course
in connection with the admission of 39,099,141 of the Company's ordinary
shares of £0.02 each (the "Allotted Shares") to the Official List of the
Financial Conduct Authority (the "FCA") (Standard Listing Segment) and to
trading on the Main Market for listed securities of the London Stock Exchange
Group plc (the "London Stock Exchange") (“Admission”). This announcement
is not an offer to sell, or a solicitation of an offer to acquire, securities
in the United States, Australia, Canada, Japan, the Republic of South Africa
or in any other jurisdiction.

 

Everest Global Plc is pleased to announce today the publication of its
prospectus dated 31 October 2023 (“Prospectus”) in relation to the
admission of the Allotted Shares to the Official List of the FCA (Standard
Listing Segment) and to trading on the Main Market for listed securities of
the London Stock Exchange (“Admission”). It is expected that Admission
will become effective and that dealings in the Allotted Shares will commence
at 8.00 a.m. on 6 November 2023.

 

Everest is the holding company of the Group which is currently involved in the
manufacturing and trading of blends of herbs and spices through its 51 per
cent. held subsidiary Dynamic Intertrade (Pty) Limited (“DI”). On 3
October 2022, the Company entered into an agreement with K2 Spice Limited
(“K2”) (previously VSA NEX Investments Limited) whereby K2 may acquire the
Company’s 51 per cent. holding in DI, subject to the satisfaction of certain
conditions and time restrictions, for £1. If the Option is exercised by K2,
or if the Company sells its stake in K2 to a third party, which it intends to
do if the Option is not exercised, the Company will become a cash shell with
approximately £800,000 of cash (as at the date of the prospectus) which will
be used principally to implement its continuing strategy to invest in the
wider food and beverage industry with a focus on the beverage distribution and
production sector.

During the period from 3 October 2022 to 25 January 2023, the Company raised a
total of £1.35 million through the issue of 25,726,000 Ordinary Shares for
working capital purposes and, through the exercise of 6,271,000 convertible
loan notes (together with the accrued interest) into 13,373,141 Ordinary
Shares, considerably reduced its outstanding debt. The number of Ordinary
Shares issued to the convertible loan note holders and to the subscribers,
being the Allotted Shares,  exceeds 20 per cent. of the number of securities
in the Company already admitted to trading on the Main Market of the London
Stock Exchange, being the maximum amount permitted under Prospectus Regulation
Rule 1.2.4. The Company is therefore issuing the Prospectus in order to comply
with its requirements under Prospectus Regulation Rule 1.2.4 and with the
Listing Rules, following which the Allotted Shares will be admitted to trading
on the Main Market of the London Stock Exchange in accordance with Listing
Rule 14.3.4.

 

Availability of the Prospectus and total voting rights

 

The Prospectus has been approved by the FCA, as competent authority under
Regulation (EU) 2017/1129 as it forms part of retained direct EU legislation
(as defined in the European Union (Withdrawal) Act 2018), as amended). A copy
of the Prospectus is being submitted to the National Storage Mechanism and
will be available for inspection
at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

 

Copies of the Prospectus are also available on the Company's website,
www.everestglobalplc.com and at the offices of Hill Dickinson LLP, The
Broadgate Tower, 20 Primrose Street, London EC2A 2EW during normal business
hours on any weekday (Saturdays, Sundays and public holidays excepted) from
the date of this Document until a date one month following Admission.

It is expected that Admission will become effective and that dealings in the
Allotted Shares on the Main Market of the London Stock Exchange will commence
at 8.00 a.m. (London time) on 6 November 2023. The Company is not raising any
funds in connection with the Admission.

As at the date of the Prospectus and on Admission, the total issued share
capital of the Company will comprise 64,888,855 ordinary shares of £0.02 each
with voting rights. Everest does not currently hold any shares in treasury
therefore the above figure may be used by shareholders 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.

 

Defined terms in this announcement which are not defined herein shall have the
same meanings as in the Prospectus.

 

 

For more information:

 

 The Company                                                                            
 Everest Global Plc            Andy Sui, Chief Executive Officer  +44 (0) 776 775 1787  
                               Rob Scott, Non-Executive Director  +27 (0)84 6006 001    
 The Financial Adviser                                                                  
 Cairn Financial Advisers LLP  Emily Staples                      +44 (0)20 7213 0897   
                               Jo Turner                          +44 (0)20 7213 0885   

 

 



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