AAAP Anglo African Agriculture Plc

 
TIDMAAAP 
 
The information contained within this announcement is deemed to constitute 
inside information pursuant to the EU (Withdrawal) Act and amended pursuant to 
Market Abuse (Amended) (EU Exit) Regulations 2019. Upon the publication of this 
announcement, this inside information is now considered to be in the public 
domain. 
 
For immediate release 
 
15 December 2021 
 
                         Anglo African Agriculture plc 
                           ("AAA" or the "Company") 
 
 
           Corporate Update - Restructuring and future opportunities 
 
The Company is pleased to provide a progress update since the proposed 
acquisition of the Comarco group of companies was terminated (the "Failed 
Comarco Transaction") and the loan repaid. This has required a considerable 
restructuring of the Company in collaboration with stakeholders, including 
creditors, holders of Convertible Loan Notes ("CLNs") and holders of options 
and warrants. 
 
Creditors 
 
As a consequence of the Failed Comarco Transaction, the Company incurred 
considerable liabilities, principally as a result of fees incurred with 
professional advisers. The Board is pleased to announce that it has reached a 
settlement with all of the creditors who provided services in connection with 
the Failed Comarco Transaction. This settlement has reduced our creditor 
position by about 50% and has left the group with a cash position of 
approximately £550,000. As part of the settlement, the AAA board has decided 
that, subject to shareholder approval, a certain proportion of amounts owing to 
one creditor will be converted into equity in AAA as outlined further below. 
 
Convertible Loan Notes 
 
All of the holders of CLNs amounting to £853,000 in principal, together with 
accrued interest of £106,919 (as at 31 October 2021), have agreed to new terms 
such that the repayment date will be extended to 30 September 2023 with a 
conversion price being the lower of a) 5p or b) a 10% discount to the 30 day 
VWAP ahead of conversion. The interest rate on the CLNs will remain unchanged 
at 12%. 
 
Option and Warrant Holders 
 
Holders of warrants arising from 2018 and 2020 equity fundraises have had their 
warrants reset to expire on 1 February 2024 and to be exercisable at 5p. 
 
The options and warrants are now as follows: 
 
Warrants:                           138,067 at 20p with expiry date 05/09/2022 
 
                                           8,050,000 at 5p with expiry date 01/ 
02/2024 
 
                                           2,566,889 at 5p with expiry date 01/ 
02/2024 
 
Options:                             597,809 options at 20p with expiry date 05 
/09/2022 
 
                                           300,000 options at 11p with expiry 
date 05/09/2022 
 
Dynamic Intertrade 
 
The group is now left with its food product manufacturing and trading business, 
Dynamic Intertrade ("DI"), which is currently trading in a tough environment, 
but remains competitive in the market. It has just received two tenders from 
their largest clients for an additional twelve and six months and is increasing 
its sales force. The twelve month contract is subject to review after 6 months 
however DI is confident it will retain the business. Dynamic Intertrade 
continues trading below its pre-pandemic levels however it is improving margins 
and ensuring costs are kept in check. 
 
Directors' interests 
 
Following the restructuring, the table below summarises the interests of the 
Directors in the share capital of the Company: 
 
                 Ordinary  Percentage Warrants   Options at Options at     CLNs 
                  shares    of Total  at 5p      20p        11p        (maturing on 
                             Voting   (expiring  (expiring  (expiring  30 September 
                             Rights   01/02/24)  at 05/09/  at 05/09/     2023) 
                                                 22)        22) 
 
Andrew Monk*     1,106,338    5.0%     500,000     91,952    100,000 
 
Robert Scott**   213,231      1.0%     128,578     50,000                £41,000 
 
Matthew Bonner   165,891      0.8%     128,578    180,000                £42,000 
 
* Andrew Monk's entire shareholding is held within his SIPP (Fitel Nominees 
Limited) and Hargreaves Hale Limited 
 
** Robert Scott's warrants are held through Carimar International Limited 
 
In addition, in part payment of sums owed by the Company to VSA Capital Limited 
("VSA Capital"), the Financial Adviser and Broker to AAA, AAA board has 
proposed to issue, subject to shareholder approval, 3,823,627 new ordinary 
shares ("New Ordinary Shares") to VSA Capital. Andrew Monk is Chief Executive 
and substantial shareholder of VSA Capital Group plc, the holding company of 
VSA Capital. Following the issue of the New Ordinary Shares to VSA Capital, the 
interests of VSA Capital in the share capital of the Company would be as 
follows: 
 
                         Ordinary shares        New Ordinary Shares    Total 
             Percentage 
VSA Capital    122,233                      3,823,627 
3,945,860         15.3% 
 
In addition, VSA Capital holds 191,266 warrants and CLNs amounting to £ 
212,000.  In addition, Andrew Raca, director of VSA Capital, holds 91,952 
options in AAA at exercise price of 20p expiring on 5 September 2022. 
 
General Meeting 
 
A general meeting of the company will be held to, amongst other matters, 
propose resolutions to authorise the Company to issue the New Ordinary Shares. 
A circular will be issued to shareholders in due course. 
 
The New Ordinary Shares will rank pari passu with the existing ordinary shares. 
Once the Company has issued the New Ordinary Shares, subject to shareholder 
authority, the Company will make application for admission of the New Ordinary 
Shares to the Official List and to trading on the main market (standard 
segment) of the London Stock Exchange. 
 
Future Direction 
 
Since the termination of the Comarco transaction numerous groups have 
approached the Board with opportunities of various sorts. The Board is 
currently evaluating these and hopes to make a fairly rapid decision. The key 
determinant will be which opportunity can give the best return to shareholders 
in a relatively short period of time. The Board believes some of the proposals 
would be of significant value to shareholders, but all are still at an early 
stage. 
 
Andrew Monk commenting, 
 
"When I was re-appointed Chairman at the end of July I envisaged a short 
appointment to either close the Comarco Transaction which had gone on too long 
or to abort it and find a new direction for the Company. A decision had to be 
made as the whole transaction had taken too long and also the port was rapidly 
losing money which meant the original terms would have been unattractive to 
AAA. We had hoped to find a resolution that worked for both parties and it was, 
somewhat bizarrely, disappointing to simply find our loan returned and about 
$1.5mn in our bank account without any paperwork and no full and final 
settlement agreement, but this behaviour by the vendors also perhaps explains 
why this deal was struggling. 
 
I still do not intend to be Chairman for long and am hopeful that we can 
quickly close a deal where everyone can benefit from a healthier share price." 
 
For further information, please visit www.aaaplc.com or contact the following: 
 
 
Anglo African Agriculture plc 
 
Andrew Monk, Non-Executive Chairman                +44 (0)20 3005 5000 
 
Rob Scott, Executive Director                      +27 (0)84 6006 001 
 
VSA Capital Limited (Financial Adviser and         +44 (0)20 3005 5000 
Corporate Broker) 
 
Andrew Raca, Maciek Szymanski (Corporate Finance) 
 
 
 
END 
 
 

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