Emmerson Regulatory News (EML)

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 £10,000,000 (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 £0.03 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."

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