REG - Mercantile Ports&Log - Result of Placing and Subscription

Mercantile Ports & LogisticsAnnouncement

09/06/2023 07:00

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RNS Number : 1803C  Mercantile Ports & Logistics Ltd  09 June 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RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR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.

THIS ANNOUNCEMENT WAS DEEMED BY THE COMPANY (DEFINED BELOW) TO CONTAIN INSIDE
INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION 2014/596/EU WHICH IS
PART OF DOMESTIC UK LAW PURSUANT TO THE MARKET ABUSE (AMENDMENT) (EU EXIT)
REGULATIONS (SI 2019/310) ("UK MAR").

9 June 2023

Mercantile Ports & Logistics Limited

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

 

Result of Placing and Subscription

Further to the announcement of 8 June 2023 regarding a proposed placing,
subscription and retail offer (the "Launch Announcement"), Mercantile Ports
& Logistics Limited (AIM: MPL) is pleased to announce that it has
conditionally raised gross proceeds of approximately £8.9 million (before
expenses) under the Placing and Subscription. In total, 101,949,999 Placing
Shares have been conditionally placed and 195,000,000 Subscription Shares
have been conditionally subscribed for, in each case at the Issue Price of 3
pence per share.

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

Cenkos Securities is acting as agent for and on behalf of the Company
in respect of the Placing. The Placing was conducted by way of an
accelerated book build process.

The Retail Offer was launched by way of a separate announcement at 4.35 p.m.
on 8 June 2023.

 

Related Party Transactions

 

The following directors of the Company (the "Directors") and their related
parties have agreed to participate in the Equity Fundraising by subscribing
for Placing Shares or Subscription Shares (as applicable) at the Issue Price:

 

 Director/Related Party  Existing beneficial shareholdings  Number of Subscription Shares subscribed for  Number of Placing Shares subscribed for  Number of Ordinary Shares held  Percentage of Enlarged

following Admission
Share Capital following Admission ((1))
 Hunch Ventures ((2))    11,819,712                         125,000,000                                   -                                        136,819,712                     36.2%
 Jay Mehta               205,780                            3,333,333                                     -                                        3,539,113                       0.9%
 Jeremy Warner Allen     519,545                            -                                             3,333,333                                3,852,878                       1.0%
 Lord Howard Flight      230,538                            -                                             400,000                                  630,538                         0.2%
 TOTAL                   12,775,575                         128,333,333                                   3,733,333                                144,842,241                     38.3%

 

((1)) Assumes that there is full take up of the Retail Offer.

((2)) Hunch Ventures is 100% owned by Karanpal Singh, a non-executive
Director, and his wife Ms. Himangini Singh.

 

Any subscriptions for Subscription Shares or Placing Shares by Hunch Ventures
or by the Directors above (as applicable) constitute related party
transactions for the purposes of Rule 13 of the AIM Rules by virtue of such
persons being: (i) Directors and (ii) a substantial shareholder in the case of
Hunch Ventures, and therefore related parties (the "Related Party
Transactions"). The Directors who are independent of each Related Party
Transaction have consulted with Cenkos Securities, the Company's nominated
adviser for the purposes of the AIM Rules, and consider that the terms of each
Related Party Transaction are fair and reasonable in so far as the
Shareholders are concerned.

Admission, Settlement and Dealings

Application will be made to the London Stock Exchange for admission of the New
Ordinary Shares to trading on AIM, being the market of that name operated by
the London Stock Exchange ("Admission").

It is expected that admission of the New Ordinary Shares will take place on or
around 8.00 a.m. on 28 June 2023 and that dealings in the New Ordinary Shares
on AIM will commence at the same time.

In addition to the passing of certain Resolutions at the General Meeting, the
Placing and Subscription, are conditional upon, inter alia, Admission becoming
effective. The Placing is not conditional on the Subscription being completed,
nor is any part of the Placing subject to clawback from the Retail Offer.

Following Admission of the Placing Shares and the Subscription Shares and
assuming the full take up of the Retail Offer, the Company will have
378,449,698 Ordinary Shares in issue. The New Ordinary Shares to be issued,
when issued, will be fully paid and will rank pari passu in all respects
with the Existing Ordinary Shares, including the right to receive all
dividends and other distributions declared, made or paid after the date of
issue.

A further announcement will be made in relation to total voting rights in the
Company's share capital following the allotment and issue of the New Ordinary
Shares.

The Circular, containing further details of the Equity Fundraising and notice
of the General Meeting to be held on or around 11.00 a.m. on 27 June 2023 to,
inter alia, approve the resolutions required to implement the Equity
Fundraising, is expected to be published and despatched to Shareholders today.
Following its publication, the Shareholder Circular will be available on the
Group's website at
https://www.mercpl.com/article/investor-relations/shareholder-circulars/9.

For the purposes of UK MAR, the person responsible for arranging release of
this announcement on behalf of the Company is Jay Mehta, Managing Director.

This Announcement should be read in its entirety. In particular, you should
read and understand the information provided in the "Important Notice" section
of this Announcement.

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

 

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 any Restricted Jurisdiction.

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 New Ordinary
Shares referred to herein have not been and will not be registered under the
Securities Act and may not be offered or sold in the United States, expect
pursuant to an applicable exemption from registration. No public offering of
New Ordinary 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 or any of their
respective directors, officers, partners, agents, employees or affiliates that
would permit an offer of the New Ordinary Shares or possession or distribution
of this Announcement or any other publicity material relating to such New
Ordinary 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.

This Announcement is directed only at persons in Member States of the EEA who
are "qualified investors" in such Member State within the meaning of Article 2
(e) of the EU Prospectus Regulation or the United Kingdom within the meaning
of the UK Prospectus Regulation. In addition, in the United Kingdom, this
Announcement is directed only at Relevant Persons. No other person should act
on or rely on this Announcement and persons distributing this Announcement
must satisfy themselves that it is lawful to do so. By accepting the terms of
this Announcement, investors represent and agree that they are a Relevant
Person.

This Announcement must not be acted on or relied on by persons who are not
Relevant Persons. Any investment or investment activity to which this
Announcement or the Equity Fundraising relate is available only to Relevant
Persons and will be engaged in only with Relevant Persons. As regards all
persons other than Relevant Persons, the details of the Equity Fundraising set
out in this Announcement are for information purposes only.

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 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 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
Equity Fundraising 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 New Ordinary 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 New Ordinary Shares to be issued pursuant to the Equity Fundraising 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.

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

Members of the public are not eligible to take part in the Equity Fundraising,
and no public offering of New Ordinary Shares is being or will be made.

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.

UK Product Governance Requirements

Solely for the purposes of the UK Product Governance Rules, and disclaiming
all and any liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the UK Product Governance Rules) may
otherwise have with respect thereto, the Placing Shares have been subject to a
UK Target Market Assessment. Notwithstanding the UK Target Market Assessment,
distributors should note that: the price of the Placing 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 the
Placing 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. Furthermore, it is
noted that, notwithstanding the UK Target Market Assessment, Cenkos Securities
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 COBS 9A and COBS 10A, respectively; 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 Placing Shares. Each distributor is
responsible for undertaking its own UK target market assessment in respect of
the Placing Shares and determining appropriate distribution channels.

EU Product Governance Requirements

Solely for the purposes of 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 Placing
Shares have been subject to a Target Market Assessment. Notwithstanding the
Target Market Assessment, distributors should note that: the price of the
Placing 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 the Placing 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 Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling restrictions in
relation to the Placing. Furthermore, it is noted that, notwithstanding the
Target Market Assessment, Cenkos Securities 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
Placing Shares. Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining appropriate
distribution channels.

 

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