Result of General Meeting

Mercantile Ports & Logistics Ltd

27 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THIS ANNOUNCEMENT (THE "ANNOUNCEMENT") AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, ITS STATES, TERRITORIES AND POSSESSIONS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").

27 June 2023

Mercantile Ports & Logistics Limited

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

Result of General Meeting

Issue of equity and total voting rights

Hunch Concert Party holdings

Further to the various announcements by the Company on 8 June 2023, 9 June 2023 and 13 June 2023 in respect of the Placing, Subscription and Retail Offer (the "Previous Announcements"), Mercantile Ports & Logistics Limited (AIM: MPL) is pleased to announce that all Resolutions put to Shareholders at today's General Meeting in connection with the Rule 9 Waiver and the Equity Fundraising were duly passed.

Accordingly, the Company will raise total gross proceeds of £9.04 million via the Placing, Subscription and Retail Offer through the issue of 301,479,660 New Ordinary Shares. An application has been made for the 301,479,660 New Ordinary Shares to be admitted to trading on AIM, which is expected to take place at 8.00 a.m. on 28 June 2023.

Immediately following Admission on 28 June 2023, the Company's enlarged issued share capital will comprise 342,979,359 Ordinary Shares, of which none are held in treasury. Therefore, the total number of voting rights in the Company is 342,979,359 and this figure may be used by Shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in the Company, or there is a change to their interest in the Company.

Hunch Concert Party holdings

Immediately following Admission on 28 June 2023, members of the Hunch Concert Party will own 136,819,712 Ordinary Shares, representing 39.89% of the voting rights of the Company. A table showing the respective individual interests in Ordinary Shares of the members of the Hunch Concert Party is set out below:

Hunch Concert Party member	Existing Ordinary Shares	Subscription Shares	Total Ordinary Shares following Admission	Percentage of the Enlarged Share Capital
Hunch Ventures	11,819,712	125,000,000	136,819,712	39.89%
Karanpal Singh	-	-	-	-
Amit Dutta	-	-	-	-
Total	11,819,712	125,000,000	136,819,712	39.89%

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

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.

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]

IMPORTANT NOTICE

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 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 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.

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, 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 transaction 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 transaction or arrangements described in this Announcement, 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 therefore 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.

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.

 

END