14 September 2018 |
For Immediate
Release |
Anglo African
Agriculture plc
(“AAA” or the “Company”)
Funding secured to
finance loan for strategic Kenyan logistics port
Further to the announcement made by the Company on 5 September 2018, the Board of AAA is pleased to
announce that it has secured funding to finance a loan for the
strategic logistics port in Kenya
by raising a total of £1,055,000 (the “Fundraising
Amount”).
The Fundraising Amount was raised by way of a £805,000
subscription for 161,000,000 new ordinary shares of 0.1p (the
“Subscription”) at 0.50p per Subscription Share (the
“Subscription Price”) and issue of £250,000 of convertible
loan notes for 50,000,000 loan notes of 0.50p (the “Loan
Notes”) with a conversion price of 0.75p (the “Conversion
Price”) (all together, the “Fundraising”).
The Subscription Price was at the last closing price of 0.50p
per ordinary share as at 13 September
2018. Further, the Conversion Price represents a premium of
50.0 per cent. to this same closing price.
Investor Support
The majority of the Subscription and all Loan Notes have been
subscribed by a high-net worth investor, Mike Joseph, who the Board regards as a long
term supportive shareholder and are delighted to have him join the
share register.
Following the allotment of Subscription Shares, Mike Joseph will have an interest in 100,000,000
ordinary shares in the Company, or 25.8 per cent. of voting rights
as enlarged by the Subscription Shares.
Use of Proceeds
US$1,000,000 of the Subscription
has been allocated to be used to provide a 24 month loan to help
fund the growth of the privately-owned, Kenyan-based port and
marine logistics group, Comarco Group (“Comarco”). The
remaining proceeds of the Subscription shall be utilised for the
Company’s working capital and transaction costs.
As announced on 30 August 2018, to
support this growth, the Company will provide assistance with
Comarco’s restructuring and examine further ways to work or invest
together.
Convertible Loan Notes
The Loan Notes holder will be paid an annual interest rate of 12
per cent. in cash, semi-annually, with a term of 24 months. The
Loan Notes will not be admitted to trading on any exchange.
New ordinary shares issued as a result of conversion of all Loan
Notes would represent 33,333,333 ordinary shares, or 7.9 per cent.
of the issued share capital of the Company, as enlarged by the
Fundraising.
However, under the terms of the Loan Note Instrument, the
maximum number of Loan Notes that can be converted into ordinary
shares at any one time will be restricted such that Mike Joseph’s
total voting rights cannot exceed 29.9 per cent. of the shares in
issue of the Company.
Warrants
Warrants will be attached to the Subscription Shares on a
1-for-1 basis, with an exercise price of 1.0p per ordinary share
and expire 12 months from allotment of the Subscription Shares (the
“Subscription Warrants”).
Further, warrants will be attached to any new ordinary shares
that are issued as a result of conversion of any Loan Notes, on a
1-for-1 basis on the same terms as the Subscription Warrants
(“Loan Note Warrants”).
A maximum of 194,333,333 new ordinary shares could potentially
be issued in the event that all Subscription Warrants and Loan Note
warrants are exercised.
Admission
It is estimated that the Subscription Shares and Loan Notes will
be allotted to subscribers by 19 September
2018.
Admission of the Subscription Shares and any Conversion Shares
to trading on the Main Market of the London Stock Exchange will be
subject to the publication of a prospectus. As such, Subscription
Shares cannot be traded until that time.
Work has commenced on production of the prospectus in respect of
the Subscription Shares, the potential new ordinary shares issued
as a result of conversion of any Loan Notes and potential exercise
of the Subscription Warrants and Loan Note Warrants. It is hoped
that this will be approved by the UK Listing Authority and
published as soon as practicable.
General Meeting
The Company has sufficient existing headroom to issue the
Subscription Shares and new ordinary shares issued resulting from
conversion of all Loan Notes.
However, a General Meeting will be convened by the Company in
due course, order to provide sufficient headroom for exercise of
Subscription Warrants and Conversion Warrants.
Shares in Issue
The figure of 387,983,954 shares in issue should be used by
shareholders in the Company as the denominator for the calculations
by which they will determine if they are required to notify their
interest in, or a change to their interest in, the share capital of
the Company under the Financial Conduct Authority's Disclosure and
Transparency Rules.
David Lenigas, Non-Executive Chairman,
commented:
“We have been delighted with the
interest received since we announced this strategic initiative and
also delighted to have a major new investor on the shareholder
register who has an excellent track record.
This is the start of a transformation
for AAA and I believe now that the loan is funded, we can work
together with Comarco in the best interests of all our respective
shareholders. The Directors are confident this will present
positive future opportunities and markets to the Company.”
For further information please
contact:
Anglo African Agriculture
plc |
+44 (0) 20 7440 0640 |
David Lenigas, Non-Executive
Chairman |
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Rob Scott, Executive Director |
+27 (0) 84 600 6001 |
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VSA Capital Limited
(Financial Adviser and Corporate Broker) |
+44 (0) 20 3005 5000 |
Andrew Raca |
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