TIDMMPL
RNS Number : 1601C
Mercantile Ports & Logistics Ltd
08 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CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE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.
THE COMMUNICATION OF THIS ANNOUNCEMENT AND ANY OTHER DOCUMENTS
OR MATERIALS RELATING TO THE RETAIL OFFER AS A FINANCIAL PROMOTION
IS ONLY BEING MADE TO, AND MAY ONLY BE ACTED UPON BY, THOSE PERSONS
IN THE UNITED KINGDOM OF GREAT BRITAIN AND NORTHERN IRELAND
("UNITED KINGDOM" OR "UK") FALLING WITHIN ARTICLE 43 OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER
2005, AS AMED ("FPO") (WHICH INCLUDES AN EXISTING SHAREHOLDER OF
MERCANTILE PORTS & LOGISTICS LIMITED). ANY INVESTMENT OR
INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE
ONLY TO SUCH PERSONS AND WILL BE ENGAGED IN ONLY BY SUCH
PERSONS.
8 June 2023
Mercantile Ports & Logistics Limited
("MPL" or the "Company" and, together with its subsidiaries, the
"Group")
Retail Offer to raise gross proceeds of up to GBP1.20
million
Mercantile Ports & Logistics Limited (AIM: MPL), which is
operating and continuing to develop a port and logistics facility
in Navi Mumbai, Maharashtra, India, is pleased to announce a
proposed retail offer via the BookBuild platform (the "Retail
Offer") to raise gross proceeds of up to GBP1.20 million (before
expenses) through the issue of new ordinary shares of no par value
in the Company ("Ordinary Shares"). Under the Retail Offer, up to
40,000,000 new Ordinary Shares (the "Retail Shares") will be made
available at a price equal to 3 pence per share ("Issue
Price").
In addition to the Retail Offer and as announced earlier today,
the Company is also proposing a placing of new Ordinary Shares (the
"Placing Shares") to raise a minimum of GBP3.00 million (before
expenses) (the "Placing") and a subscription by certain existing
and new investors of new Ordinary Shares (the "Subscription
Shares", and together with the Retail Shares and the Placing
Shares, the "New Ordinary Shares") to raise GBP5.85 million (before
expenses) (the "Subscription", and together with the Retail Offer
and the Placing, the "Equity Fundraising"), in each case at the
Issue Price. A separate announcement has been made regarding the
Placing and its terms. For the avoidance of doubt, the Retail Offer
is not part of the Placing or the Subscription. The Issue Price
represents a discount of approximately 29.4% to the closing
mid-market price per Ordinary Share of 4.25 pence on 7 June 2023,
being the latest practicable date before this Announcement.
Net proceeds from the Equity Fundraising will enable the Group
to strengthen the balance sheet and to provide working capital for
the Group. The Company is in advanced discussions to refinance its
existing debt facilities, and the net proceeds from the Equity
Fundraising will assist the Company in such discussions.
Completion of the Equity Fundraising is conditional, inter alia,
upon approval of the shareholders of the Company (the
"Shareholders") at the general meeting of the Shareholders to be
held on or around 27 June 2023 (the " General Meeting ") and on the
New Ordinary Shares being admitted ("Admission") to trading on AIM,
being the market of that name operated by London Stock Exchange plc
(the "London Stock Exchange") ("AIM"). It is expected that
Admission of the New Ordinary Shares will become effective and that
dealings will commence at 8.00 a.m. on 28 June 2023.
The Retail Offer is not part of the Placing or the Subscription.
Completion of the Retail Offer is conditional, inter alia, upon the
Equity Fundraising being or becoming wholly unconditional, however
completion of the Equity Fundraising is not conditional on the
completion of the Retail Offer.
Expected timetable in relation to the Retail Offer
Event Date and time
Retail Offer opens 4.35 p.m. on 8 June
2023
Latest time and date for receipt of commitments under 4.30 p.m. on 12 June
the Retail Offer 2023
Results of the Retail Offer announced 13 June 2023
General Meeting 11.00 a.m. on 27 June
2023
Announcement of results of the General Meeting 27 June 2023
Expected date when Admission is effective and unconditional 8.00 a.m. on 28 June
dealings in the New Ordinary Shares on AIM commence 2023
Expected date for crediting of the New Ordinary Shares 28 June 2023
in uncertificated form to CREST members' accounts
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 the London Stock Exchange and,
where appropriate, Shareholders. Shareholders may not receive any
further written communication.
Dealing codes
ISIN for Ordinary Shares GG00BKSH7R87
SEDOL for Ordinary Shares BKSH7R8
LEI 213800UT113BW8VXV311
TIDM MPL
Retail Offer
The Company values its retail Shareholder base and believes that
it is appropriate to provide eligible retail Shareholders in the
United Kingdom the opportunity to participate in the Retail Offer.
The Retail Offer will allow eligible retail Shareholders to
participate in the Retail Offer by subscribing for Retail Shares,
through eligible financial intermediaries, at the Issue Price via
the BookBuild platform.
The Company is therefore making the Retail Offer available in
the United Kingdom through the financial intermediaries which will
be listed, subject to certain access restrictions, on the following
website:
https://www.bookbuild.live/deals/DX72E1/authorised-intermediaries
Cenkos Securities plc ("Cenkos Securities") will be acting as
coordinator in relation to the Retail Offer (the "Retail Offer
Coordinator").
Existing retail Shareholders can contact their intermediary to
participate in the Retail Offer, assuming they are eligible to do
so. In order to participate in the Retail Offer, each intermediary
must be on-boarded onto the BookBuild platform, have an active
trading account with the Retail Offer Coordinator and have been
approved by the Retail Offer Coordinator as an intermediary in
respect the Retail Offer. Each intermediary must also agree to the
final terms and the Retail Offer terms and conditions, which
regulate, inter alia, the conduct of the Retail Offer on market
standard terms and provide for the payment of commission to any
intermediary that elects to receive a commission and/or fee (to the
extent permitted by the FCA Handbook Rules) from the Retail Offer
Coordinator (on behalf of the Company).
Any expenses incurred by any intermediary are for its own
account. Eligible retail Shareholders who wish to participate in
the Retail Offer should confirm separately with any intermediary
whether there are any commissions, fees or expenses that will be
applied by such intermediary in connection with any application
made through that intermediary pursuant to the Retail Offer.
The Retail Offer will be open to eligible Shareholders in the
United Kingdom at 4.35 p.m. on 8 June 2023 on the following
website:
https://www.bookbuild.live/deals/DX72E1/authorised-intermediaries .
The Retail Offer is expected to close by no later than 4.30 p.m. on
12 June 2023. Eligible retail Shareholders should note that
intermediaries may have earlier closing times. The Retail Offer may
close early if it is oversubscribed.
If any intermediary has any questions about how to participate
in the Retail Offer on behalf of existing Shareholders, please
contact BookBuild at support@bookbuild.live .
The Retail Offer the subject of this announcement is and will,
at all times, only be made to, directed at and may only be acted
upon by those persons who are, Shareholders. To be eligible to
participate in the Retail Offer, applicants must meet the following
criteria before they can submit an order for Retail Shares: (i) be
a customer of one of the participating intermediaries listed on the
above website; (ii) be resident in the United Kingdom and (iii) be
a Shareholder (which may include individuals aged 18 years or over,
companies and other bodies corporate, partnerships, trusts,
associations and other unincorporated organisations and includes
persons who hold their Ordinary Shares directly or indirectly
through a participating intermediary). For the avoidance of doubt,
persons who only hold CFDs, Spreadbets and/or similar derivative
instruments in relation to Ordinary Shares are not eligible to
participate in the Retail Offer.
The Company reserves the right to scale back any order at its
discretion. The Company reserves the right to reject any
application under the Retail Offer without giving any reason for
such rejection.
It is vital to note that once an application for Retail Shares
has been made and accepted via an intermediary, it cannot be
withdrawn.
The Retail Shares will be issued free of all liens, charges and
encumbrances and will, when issued and fully paid, 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 their issue.
The Retail Offer is an offer to subscribe for transferable
securities, the terms of which ensure that the Company is exempt
from the requirement to issue a prospectus under Regulation (EU)
2017/1129 as it forms part of UK law by virtue of the European
Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation"). The
aggregate total consideration for the Retail Offer will not exceed
EUR8 million (or the equivalent in Pounds Sterling) and therefore
the exemption from the requirement to publish a prospectus, set out
in section 86(1) Financial Services and Markets Act 2000, as
amended ("FSMA"), will apply.
The Retail Offer is not being made into any jurisdiction other
than the United Kingdom or to US Persons (as defined in Regulation
S of the US Securities Act 1933, as amended).
No offering document, prospectus or admission document has been
or will be prepared or submitted to be approved by the UK Financial
Conduct Authority (the "FCA") or any other authority in relation to
the Retail Offer, and eligible retail Shareholders' commitments
will be made solely on the basis of the information contained in
this Announcement and information that has been published by or on
behalf of the Company prior to the date of this Announcement by
notification to an RIS in accordance with the FCA's Disclosure
Guidance and Transparency Rules and the Market Abuse Regulation (EU
Regulation No. 596/2014) as it forms part of United Kingdom law by
virtue of the European Union (Withdrawal) Act 2018 (as
amended).
There is a minimum subscription of GBP250 per retail Shareholder
under the terms of the Retail Offer which is open to eligible
retail Shareholders in the United Kingdom subscribing via the
intermediaries, which will be listed, subject to certain access
restrictions, on the following website:
https://www.bookbuild.live/deals/DX72E1/authorised-intermediaries
There is no maximum application amount to apply in the Retail
Offer, except that the aggregate total consideration for the Retail
Offer shall not exceed GBP1.20 million. The terms and conditions on
which eligible retail Shareholders subscribe will be provided by
the relevant financial intermediaries including relevant commission
or fee charges.
Eligible retail Shareholders should make their own
investigations into the merits of an investment in the Company.
Nothing in this Announcement amounts to a recommendation to invest
in the Company or amounts to investment, taxation or legal
advice.
It should be noted that a subscription for Retail Shares and
investment in the Company carries a number of risks. Eligible
retail Shareholders should take independent advice from a person
experienced in advising on investment in securities such as the
Retail Shares if they are in any doubt.
An investment in the Company will place capital at risk. The
value of investments, and any income, can go down as well as up, so
investors could get back less than the amount invested. Returns may
increase or decrease as a result of currency fluctuations.
Neither past performance nor any forecasts should be considered
a reliable indicator of future results.
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
------------------------------
BookBuild Paul Brotherhood/ Marc Downes
support@bookbuild.live
------------------------------
This Announcement should be read in its entirety. In particular
the information in the "Important Notice" section of the
Announcement should be read and understood.
IMPORTANT NOTICE
The Retail Offer is only open to eligible retail Shareholders in
the United Kingdom who fall within Article 43 of the FPO (which
includes an existing Shareholder).
The content of this Announcement has been prepared by, and is
the sole responsibility of, the Company.
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 the United States of America
(including its territories and possessions, any states in of the
United States and the District of Columbia). This Announcement is
not an offer of securities for sale into the United States. The
Retail 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, or to or for the account or benefit of any US
person (within the meaning of the Securities Act). No public
offering of Retail Shares is being made in the United States. The
Retail Offer Shares are being offered and sold outside the United
States in "offshore transactions", as defined in, and in compliance
with, Regulation S under the Securities Act. In addition, the
Company has not been, and will not be, registered under the US
Investment Company Act of 1940, as amended.
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 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 public offer of the securities referred to herein
is being made in any such jurisdiction.
The distribution of this Announcement may be restricted by law
in certain jurisdictions and persons into whose possession any
document or other information referred to herein comes should
inform themselves about and observe any such restriction. Any
failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction.
This Announcement has not been approved by the London Stock
Exchange or any other securities exchange.
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, neither the Company nor Cenkos
Securities undertake any 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 transactions or arrangements described
in this Announcement 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
transactions or arrangements described in this Announcement, or any
other matters referred to in this Announcement.
The information in this announcement is for background purposes
only and does not purport to be full or complete. 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 whether any information has
been omitted from the Announcement) or any other written or oral
information made available to or publicly available to any
interested party or its advisers, and any liability therefore is
expressly disclaimed. Cenkos Securities and its affiliates,
accordingly disclaim all and any liability whether arising in tort,
contract or otherwise which they might otherwise be found to have
in respect of this announcement or its contents or otherwise
arising in connection therewith.
The Retail Shares to be issued pursuant to the Retail Offer 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.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements
contained within the FCA Handbook Product Intervention and Product
Governance Sourcebook (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 Retail Shares have been subject to a product approval
process, which has determined that such Retail Shares are: (a)
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 (b) 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
Retail Shares may decline and investors could lose all or part of
their investment; the Retail Shares offer no guaranteed income and
no capital protection; and an investment in the Retail 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 Retail Offer.
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
Retail Shares. Each distributor is responsible for undertaking its
own UK target market assessment in respect of the Retail 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 ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; 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 Retail Shares have been subject to a product approval process,
which has determined that such Retail 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 MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by
MiFID II (the "Target Market Assessment"). Notwithstanding the
Target Market Assessment, distributors should note that: the price
of the Retail Shares may decline and investors could lose all or
part of their investment; the Retail Shares offer no guaranteed
income and no capital protection; and an investment in the Retail
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 Retail Offer.
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 Retail Shares. Each
distributor is responsible for undertaking its own target market
assessment in respect of the Retail Shares and determining
appropriate distribution channels.
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END
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June 08, 2023 11:35 ET (15:35 GMT)
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