Publication of Prospectus

31 October 2023

Everest Global Plc

Publication of Prospectus



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, WITHIN, INTO OR IN THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND OR JAPAN.

This announcement is an advertisement and not a prospectus. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Investors should not purchase or subscribe for any transferable securities referred to in this announcement except on the basis of information contained in any prospectus (the "Prospectus") in its final form that may be published by Everest Global Plc  ("Everest" or the "Company") in due course in connection with the admission of 39,099,141 of the Company's ordinary shares of £0.02 each (the "Allotted Shares") to the Official List of the Financial Conduct Authority (the "FCA") (Standard Listing Segment) and to trading on the Main Market for listed securities of the London Stock Exchange Group plc (the "London Stock Exchange") (“Admission”). This announcement is not an offer to sell, or a solicitation of an offer to acquire, securities in the United States, Australia, Canada, Japan, the Republic of South Africa or in any other jurisdiction.

Everest Global Plc is pleased to announce today the publication of its prospectus dated 31 October 2023 (“Prospectus”) in relation to the admission of the Allotted Shares to the Official List of the FCA (Standard Listing Segment) and to trading on the Main Market for listed securities of the London Stock Exchange (“Admission”). It is expected that Admission will become effective and that dealings in the Allotted Shares will commence at 8.00 a.m. on 6 November 2023.

Everest is the holding company of the Group which is currently involved in the manufacturing and trading of blends of herbs and spices through its 51 per cent. held subsidiary Dynamic Intertrade (Pty) Limited (“DI”). On 3 October 2022, the Company entered into an agreement with K2 Spice Limited (“K2”) (previously VSA NEX Investments Limited) whereby K2 may acquire the Company’s 51 per cent. holding in DI, subject to the satisfaction of certain conditions and time restrictions, for £1. If the Option is exercised by K2, or if the Company sells its stake in K2 to a third party, which it intends to do if the Option is not exercised, the Company will become a cash shell with approximately £800,000 of cash (as at the date of the prospectus) which will be used principally to implement its continuing strategy to invest in the wider food and beverage industry with a focus on the beverage distribution and production sector.

During the period from 3 October 2022 to 25 January 2023, the Company raised a total of £1.35 million through the issue of 25,726,000 Ordinary Shares for working capital purposes and, through the exercise of 6,271,000 convertible loan notes (together with the accrued interest) into 13,373,141 Ordinary Shares, considerably reduced its outstanding debt. The number of Ordinary Shares issued to the convertible loan note holders and to the subscribers, being the Allotted Shares,  exceeds 20 per cent. of the number of securities in the Company already admitted to trading on the Main Market of the London Stock Exchange, being the maximum amount permitted under Prospectus Regulation Rule 1.2.4. The Company is therefore issuing the Prospectus in order to comply with its requirements under Prospectus Regulation Rule 1.2.4 and with the Listing Rules, following which the Allotted Shares will be admitted to trading on the Main Market of the London Stock Exchange in accordance with Listing Rule 14.3.4.

Availability of the Prospectus and total voting rights

The Prospectus has been approved by the FCA, as competent authority under Regulation (EU) 2017/1129 as it forms part of retained direct EU legislation (as defined in the European Union (Withdrawal) Act 2018), as amended). A copy of the Prospectus is being submitted to the National Storage Mechanism and will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

Copies of the Prospectus are also available on the Company's website, www.everestglobalplc.com and at the offices of Hill Dickinson LLP, The Broadgate Tower, 20 Primrose Street, London EC2A 2EW during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) from the date of this Document until a date one month following Admission.

It is expected that Admission will become effective and that dealings in the Allotted Shares on the Main Market of the London Stock Exchange will commence at 8.00 a.m. (London time) on 6 November 2023. The Company is not raising any funds in connection with the Admission.

As at the date of the Prospectus and on Admission, the total issued share capital of the Company will comprise 64,888,855 ordinary shares of £0.02 each with voting rights. Everest does not currently hold any shares in treasury therefore the above 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, or a change in their interest in, the share capital of the Company.

Defined terms in this announcement which are not defined herein shall have the same meanings as in the Prospectus.

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