Emmerson PLC Proposed acquisition of Moroccan Salts Limited (7506T)
October 17 2017 - 2:00AM
UK Regulatory
TIDMEML
RNS Number : 7506T
Emmerson PLC
17 October 2017
17 October 2017
Emmerson plc
("Emmerson" or the "Company")
Proposed acquisition of Moroccan Salts Limited ("MSL")
Emmerson plc (LSE:EML), the listed special purpose acquisition
company is pleased to advise that it has entered into a binding
Memorandum of Understanding with the board and principal
shareholders of Moroccan Salts Limited ("MSL") regarding a proposed
acquisition of 100% of the share capital of MSL by way of a reverse
takeover ("Transaction").
MSL is a British Virgin Islands registered company focussed on
developing the Khemisset potash project located near Rabat in
northern Morocco (the "Project").
EML has agreed, subject to due diligence, to acquire the entire
share capital of MSL for total consideration of GBP10,000,000 (ten
million pounds), to be satisfied in full by the issue of
333,333,333 new shares of the Company each at an implied price of
GBP0.03 per share. In addition, if the Transaction completes the
Company will take on certain liabilities of MSL and concurrent with
the acquisition raise working capital for the enlarged group to
take the Project forward. As a budget and work programme for the
Project has not as yet been agreed, the quantum of any such
fundraise is at the date of this announcement undetermined.
Whilst the terms of the Transaction have been agreed, the
acquisition remains subject to due diligence, completion of the
fundraising, and re-listing of the enlarged group on the London
Stock Exchange. Accordingly there is no certainty that it will be
completed.
If the Transaction is completed, it will constitute a reverse
takeover under the Listing Rules and will be subject to approval by
shareholders of the Company at a general meeting. As the Company is
unable to provide full disclosure under Rule 5.6.15 of the Listing
Rules, the Company has requested the UKLA suspend listing of its
ordinary shares on the Standard Segment of the Official List, and
as traded on the Main Market of London Stock Exchange pending
publication of a prospectus in relation to the General Meeting
setting out details of the proposed Transaction (or in the
alternative the Company announces that the discussions have been
terminated). Suspension of trading will be effective from 7.30 a.m.
on 17 October 2017.
Further announcements will be made in due course as the
Transaction progresses.
Cameron Pearce, Chairman of Emmerson plc commented:
"Emmerson plc was formed to acquire a natural resource asset in
a stable jurisdiction with the potential to deliver significant
returns to its investors. Having conducted an extensive search we
believe we have found a superb target acquisition. Moroccan Salts
has a substantial ground position in, and extensive technical
information on the Khemisset potash basin, and has recently
conducted confirmatory drilling on the project area. Both the
recent and historic drilling results inform the view of Moroccan
Salts Limited, shared by the Company, that the Project could emerge
as a top tier global potash mine with potential to return
substantial gains for new and existing shareholders."
For further information please contact:
Emmerson Plc www.emmersonplc.com
----------------------------- ---------------------------------------
Graham Smith T: 01624 681250
Ed McDermott gsmith@fim.co.im
T: 07879475334
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Optiva Securities Limited www.optivasecurities.com
----------------------------- ---------------------------------------
Christian Dennis T: 020 3137 1904
christian.dennis@optivasecurities.com
----------------------------- ---------------------------------------
Peterhouse Corporate Finance www.pcoprfin.com
Limited
----------------------------- ---------------------------------------
Duncan Vasey / Lucy Williams tel. 020 7469 0936
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FlowsComms Ltd www.flowcomms.com
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Sasha Sethi Tel. 07891 677 441
----------------------------- ---------------------------------------
sasha@flowcomms.com
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This information is provided by RNS
The company news service from the London Stock Exchange
END
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