2 October 2024
Ecora Resources
PLC
("Ecora",
the "Company" or the "Group")
Notification of Listing
Category Transfer
from the Equity Shares
(Transition) Category to the Equity Shares (Commercial Companies)
Category
Ecora (LSE/TSX: ECOR), a leading
royalty company focused on supporting the supply of industrial
commodities essential to creating a sustainable future, announces
that it is proposing to transfer the listing category of its
ordinary shares (the "Ordinary Shares") from the Equity Shares
(Transition) category of the Official List of the FCA ("Official
List") to the Equity Shares (Commercial Companies) category of the
Official List in accordance with Rule 21.5 as modified by UKLR
Transitional Provision 2 of the UK Listing Rules issued by the FCA
which came into effect on 29 July 2024 (the "Transfer").
The provision of a minimum of 20
business days' notice is required to effect the Transfer. No
shareholder approval is required in connection with the Transfer.
It is anticipated that the Transfer will take effect at 8.00 a.m.
on 30 October 2024, conditional on the approval of the
FCA.
This announcement is being made in
accordance with UKLR 21.5.7R.
1.
Background to and reasons for the Transfer
Following the changes to the listing
categorisations of the Official List on 29 July 2024, the board of
directors of the Company (the "Board") believes that the Equity
Shares (Commercial Companies) category of the Official List is the
most appropriate listing segment for the Company.
The Board believes that a listing of
the Ordinary Shares on the Equity Shares (Commercial Companies)
category will:
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provide a more appropriate platform
for the continued growth of the Group and further raise its profile
and status as the only royalty company focused on supporting the
supply of industrial commodities essential to creating a
sustainable future listed on the London Stock Exchange;
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afford increased protection for the
Group's shareholders under the UK Listing Rules as a result of the
higher standards placed on companies listed on the Equity Shares
(Commercial Companies) category, including in relation to
significant transactions and reverse takeovers and related party
transactions;
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enable the Ordinary Shares to be
considered for inclusion in the FTSE UK Index Series (subject to
meeting certain other eligibility criteria), which are widely
utilised investment benchmarks for institutional investors, in due
course; and
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place the Group in a position to
access a broader investor base which could increase trading
liquidity in its Ordinary Shares due to the larger number of
institutional investors who regularly trade in ordinary shares of
companies admitted to the Equity Shares (Commercial Companies)
category
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The Group has therefore requested
that the FCA approve the Transfer with effect from 8.00 a.m. on 30
October 2024. All Ordinary Shares in issue at such time shall be
subject to the Transfer. As at 1 October 2024, the Group had
261,732,553 Ordinary Shares in issue, of which 13,134,660 Ordinary
Shares were held in treasury. The total number of Ordinary Shares
carrying voting rights is 248,597,893.
2.
Effect of the Transfer
Following the Transfer, certain
additional provisions of the UK Listing Rules will apply to the
Company (some of which the Company has applied on a voluntary basis
since 2015). These additional provisions, which are set out under
UKLR 4 and UKLR 6 to UKLR 10 (inclusive), relate to the following
matters:
UKLR 4 Sponsors: responsibilities of
issuers
UKLR 6 Equity shares (commercial
companies): continuing obligations
UKLR 7 Equity shares (commercial
companies): significant transactions and reverse
takeovers
UKLR 8 Equity shares (commercial
companies): related party transactions
UKLR 9 Equity shares (commercial
companies): further issuances, dealing in own securities and
treasury shares
UKLR 10 Equity shares (commercial
companies): contents of circulars
In addition, a requirement for the
Transfer is that the Company complies with the eligibility
requirements set out in UKLR 5.2 (Externally managed companies),
UKLR 5.3 (Controlling shareholders) and UKLR 5.4 (Constitutional
arrangements). The Board currently comprises seven Directors, of
which two are Executive Directors and five are Independent
Non-executive Directors (including a Non-executive Chair).
The Board has sole and full discretion to make strategic
decisions on behalf of the Group and has the capability to act
independently on key strategic matters. The Group does not have a
controlling shareholder, as defined in the UK Listing Rules, and
has in place a constitution that allows it to comply with the
requirements under UKLR 5.4.
3.
Corporate Governance
The Board supports the principles
and provisions of the UK Corporate Governance Code (the "Code")
issued by the Financial Reporting Council (FRC). Although the
Company is not, prior to the Transfer, subject to the Code, the
Company has voluntarily applied the Code and it is the Board's view
that the Company complied throughout the 2023 financial year with
the Code and has previously disclosed its compliance or otherwise
with the Code since 2012. The Company will report on its compliance
with the Code for the current financial year in its 2024 annual
report.
4.
UK Takeover Code
As the Company has its registered
office in the UK and its Ordinary Shares are admitted to trading on
the Main Market of the London Stock Exchange, it is currently, and,
following the Transfer will remain, subject to the UK Takeover
Code.
5.
Appointment of Sponsor
The Group has appointed Berenberg,
Gossler & Co. KG, London Branch ("Berenberg") to act as its Sponsor in
relation to the Transfer. Berenberg has given and has not withdrawn
its written consent to the inclusion of the reference to its name
in the form and context in which it is included in this
announcement.
6.
Additional listings unaffected
The Group's existing listing of the
Ordinary Shares on the Toronto Stock Exchange (ECOR) and admission
to trading on the OTCQX Best Market (OTCQX: ECRAF) will be
unaffected by the Transfer.
For further information
Ecora Resources PLC
Geoff Callow - Head of Investor
Relations
Website:
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+44 (0) 20
3435 7400
www.ecora-resources.com
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Berenberg - Sponsor and Corporate Broker
Jenny Lee / Alex Wright / Natasha
Ninkov
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+44 (0) 20
3753 3040
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FTI
Consulting
Sara Powell / Ben Brewerton / Nick
Hennis
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+44(0) 20
3727 1000
ecoraresources@fticonsulting.com
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About Ecora Resources
Ecora Resources is a leading royalty
company focused on supporting the supply of commodities essential
to creating a sustainable future.
Our vision is to be globally
recognised as the royalty company of choice synonymous with
commodities that support a sustainable future by continuing to grow
and diversify our royalty portfolio in line with our strategy. We
will achieve this through building a diversified portfolio of scale
over high quality assets that drives low volatility earnings growth
and shareholder returns.
The mining sector has an essential
role to play in the energy transition, with commodities such as
copper, nickel and cobalt - key materials for manufacturing
batteries and electric vehicles. Copper also plays a critical role
in our electricity grids. All these commodities are mined and there
are not enough mines in operation today to supply the volume
required to achieve the energy transition.
Our strategy is to acquire royalties
and streams over low-cost operations and projects with strong
management teams, in well-established mining jurisdictions. Our
portfolio has been reweighted to provide material exposure to this
commodity basket and we have successfully transitioned from a coal
orientated royalty business in 2014 to one that by 2026 will be
materially coal free and comprised of over 90% exposure to
commodities that support a sustainable future. The fundamental
demand outlook for these commodities over the next decade is very
strong, which should significantly increase the value of our
royalty portfolio.
Ecora's shares are listed on the
London and Toronto Stock Exchanges (ECOR) and trade on the OTCQX
Best Market (OTCQX: ECRAF).