Publication of Circular and Notice of AGM

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THIS ANNOUNCEMENT (THE "ANNOUNCEMENT") AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, ITS STATES, TERRITORIES AND POSSESSIONS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 the Annual General Meeting	11.00 a.m. on 26 July 2023
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 Subscription Shares on AIM commence	8.00 a.m. on 31 July 2023
Expected date for crediting of the Subscription Shares in uncertificated form to the Subscriber's CREST members' accounts	31 July 2023
Expected date of dispatch of share certificates in respect of the Subscription Shares in certificated form	Within 10 Business Days of Admission

^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 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 [phone]. 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.

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

MPL	c/o SEC Newgate [phone]
Cenkos Securities plc (Nomad and Broker)	Stephen Keys [phone]
SEC Newgate (Financial Communications)	Elisabeth Cowell/ Bob Huxford [phone] [e-mail]

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.

 

END