REG - Mercantile Ports&Log - Publication of Circular and Notice of AGM

Mercantile Ports & LogisticsAnnouncement

07/07/2023 15:15

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RNS Number : 3918F  Mercantile Ports & Logistics Ltd  07 July 2023

THIS ANNOUNCEMENT (THE "ANNOUNCEMENT") AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, ITS
STATES, TERRITORIES AND POSSESSIONS ("UNITED STATES"), AUSTRALIA, CANADA,
JAPAN, SINGAPORE, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN
WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE PROHIBITED BY ANY
APPLICABLE LAW.

THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE
SOLICITATION TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY SECURITIES.

7 July 2023

 

 

Mercantile Ports & Logistics Limited

("MPL" or the "Company" and, together with its subsidiaries, the "Group")

 

Publication of Circular and Notice of Annual General Meeting

Further to the announcement of 27 June 2023 regarding a proposed Subscription
for 13,333,333 Subscription Shares to raise £399,999.99 (before expenses)
(the "Subscription Announcement") and the announcement of 29 June 2023
regarding the publication of the Company's annual report and financial
statement for the year ended 31 December 2022, Mercantile Ports &
Logistics Limited (AIM: MPL) announces that it will today publish and despatch
to the shareholders of the Company (the "Shareholders") the Circular in
connection with the proposed Subscription, which shall include the notice of
the Company's annual general meeting (the "Annual General Meeting") to be held
at 11.00 a.m. on 28 July 2023.

The business of the Annual General Meeting includes ordinary and special
business which public companies regularly bring to Shareholders and special
business in respect of the Subscription.

Other than where defined, capitalised terms used in this Announcement have the
meanings given to them in the Subscription Announcement.

The expected timetable of principal events in relation to the Subscription is
as follows:

 Event                                                                           Time and date (as applicable)
 Announcement of the Subscription                                                5.39 p.m. on 27 June 2023
 Latest Practicable Date                                                         6 July 2023
 Publication and posting of the Circular                                         7 July 2023
 Latest time and date for receipt of completed Forms of Proxy to be valid at     11.00 a.m. on 26 July 2023
 the Annual General Meeting
 Annual General Meeting                                                          11.00 a.m. on 28 July 2023
 Announcement of results of the Annual General Meeting                           28 July 2023
 Expected date when Admission is effective and unconditional dealings in the     8.00 a.m. on 31 July 2023
 Subscription Shares on AIM commence
 Expected date for crediting of the Subscription Shares in uncertificated form   31 July 2023
 to the Subscriber's CREST members' accounts
 Expected date of dispatch of share certificates in respect of the Subscription  Within 10 Business Days of Admission
 Shares in certificated form

(1.          ) Each of the times and dates above are indicative only
and are subject to change. If any of the above times and/or dates change, the
revised times and/or dates will be notified by the Company to the Shareholders
by announcement through a regulatory information service.

(2.)           A paper proxy form will not be enclosed with the
Circular. Shareholders are able to vote online by logging on to
https://www.signalshares.com (http://www.signalshares.com/) and following the
instructions provided or, in the case of CREST members, by using the CREST
electronic form of proxy appointment service set out in notes 7 to 10 to the
Notice of Annual General Meeting in the Circular. A hard copy proxy form can
be requested from Link Group, the registrars of the Company (the
"Registrars"), further details of which are set out in note 14 to the Notice
of Annual General Meeting in the Circular. If you have questions on how to
complete the form of proxy, please contact the Registrars on 0371 664 0300 or,
if phoning from outside the UK, on +44 371 664 0300. Calls are charged at the
standard geographic rate and will vary by provider. Calls outside the United
Kingdom will be charged at the applicable international rate. Lines are open
between 09:00 - 17:30, Monday to Friday (excluding public holidays in England
and Wales).

A copy of the Circular will be available on the Group's website at
https://www.mercpl.com/article/investor-relations/shareholder-circulars/9
(https://www.mercpl.com/article/investor-relations/shareholder-circulars/9) .

For further information, please visit www.mercpl.com or contact:

 MPL                          c/o SEC Newgate

                              +44 (0) 20 3757 6880
 Cenkos Securities plc        Stephen Keys

 (Nomad and Broker)           +44 (0) 20 7397 8900
 SEC Newgate                  Elisabeth Cowell/ Bob Huxford

 (Financial Communications)   +44 (0) 20 3757 6880

                              mpl@newgatecomms.com

Notes:

References to times in this Announcement are to London time unless otherwise
stated.

The times and dates set out in the expected timetable of principal events
above and mentioned throughout this Announcement may be adjusted by the
Company in which event the Company will make an appropriate announcement to a
Regulatory Information Service giving details of any revised dates and the
details of the new times and dates will be notified to London Stock Exchange
plc (the "London Stock Exchange") and, where appropriate, Shareholders.
Shareholders may not receive any further written communication.

IMPORTANT NOTICE

This Announcement, and the information contained herein is not for release,
publication or distribution, directly or indirectly, in whole or in part, in
or into or from the United States, Canada, Australia, Singapore, Japan or the
Republic of South Africa, or any other jurisdiction where to do so might
constitute a violation of the relevant laws or regulations of such
jurisdiction (the "Restricted Jurisdictions").

This Announcement is not for publication or distribution, directly or
indirectly, in or into the United States of America. This announcement is not
an offer of securities for sale into the United States. The Subscription
Shares referred to herein have not been and will not be registered under the
US Securities Act of 1933, as amended, and may not be offered or sold in the
United States, expect pursuant to an applicable exemption from registration.
No public offering of Subscription Shares is being made in the United States.

This Announcement does not constitute or form part of an offer to sell or
issue or a solicitation of an offer to buy, subscribe for or otherwise acquire
any securities in any jurisdiction including, without limitation, the
Restricted Jurisdictions or any other jurisdiction in which such offer or
solicitation would be unlawful. This Announcement and the information
contained in it is not for publication or distribution, directly or
indirectly, to persons in a Restricted Jurisdiction, unless permitted pursuant
to an exemption under the relevant local law or regulation in any such
jurisdiction.

No action has been taken by the Company or Cenkos Securities plc ("Cenkos
Securities") or any of their respective directors, officers, partners, agents,
employees or affiliates that would permit an offer of the Subscription Shares
or possession or distribution of this Announcement or any other publicity
material relating to such Subscription Shares in any jurisdiction where action
for that purpose is required. Persons receiving this Announcement are required
to inform themselves about and to observe any restrictions contained in this
Announcement.

Persons (including, without limitation, nominees and trustees) who have a
contractual or other legal obligation to forward a copy of this Announcement
should seek appropriate advice before taking any action.

This Announcement has not been approved by the London Stock Exchange or any
other securities exchange.

This Announcement is not being distributed by, nor has it been approved for
the purposes of section 21 of (the Financial Services and Markets Act 2000, as
amended ("FSMA") by Cenkos Securities or any other person authorised under
FSMA. This Announcement is being distributed and communicated to persons in
the United Kingdom only in circumstances in which section 21(1) of FSMA does
not apply.

No prospectus or offering document will be made available in connection with
the matters contained in this Announcement and no such prospectus is required
(in accordance with the EU Prospectus Regulation or the UK Prospectus
Regulation) to be published.

Certain statements in this Announcement are forward-looking statements which
are based on the Company's expectations, intentions and projections regarding
its future performance, anticipated events or trends and other matters that
are not historical facts. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "could", "intend", "estimate",
"expect" and words of similar meaning, include all matters that are not
historical facts. These forward-looking statements involve risks, assumptions
and uncertainties that could cause the actual results of operations, financial
condition, liquidity and dividend policy and the development of the industries
in which the Group's businesses operate to differ materially from the
impression created by the forward-looking statements. These statements are not
guarantees of future performance and are subject to known and unknown risks,
uncertainties and other factors that could cause actual results to differ
materially from those expressed or implied by such forward-looking statements.
Given those risks and uncertainties, prospective investors are cautioned not
to place undue reliance on forward-looking statements. Forward-looking
statements speak only as of the date of such statements and, except as
required by the UK Financial Conduct Authority ("FCA"), the London Stock
Exchange or applicable law, the Company undertakes no obligation to update or
revise publicly any forward-looking statements, whether as a result of new
information, future events or otherwise.

Any indication in this Announcement of the price at which the Ordinary Shares
have been bought or sold in the past cannot be relied upon as a guide to
future performance. Persons needing advice should consult an independent
financial adviser. No statement in this Announcement is intended to be a
profit forecast and no statement in this Announcement should be interpreted to
mean that 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 Group.

Cenkos Securities, which is authorised and regulated in the United Kingdom by
the FCA, is acting for the Company and for no one else in connection with the
Subscription and will not be responsible to anyone other than the Company for
providing the protections afforded to clients of Cenkos Securities or for
providing advice in relation to the Subscription Shares, or any other matters
referred to in this Announcement.

No representation or warranty, express or implied, is or will be made as to,
or in relation to, and no responsibility or liability is or will be accepted
by or on behalf of the Company, Cenkos Securities, or by their affiliates or
their respective agents, directors, officers and employees as to, or in
relation to, the accuracy or completeness of this Announcement or any other
written or oral information made available to or publicly available to any
interested party or its advisers, and any liability therefor is expressly
disclaimed.

The Subscription Shares to be issued pursuant to the Subscription will not be
admitted to trading on any stock exchange other than to trading on AIM, being
the market of that name operated by the London Stock Exchange.

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) is incorporated into, or forms part of, this Announcement.

The Subscription Shares are being issued pursuant to applicable securities
laws.

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