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 shares |
Percentage of Total
Voting Rights |
Warrants at 5p (expiring
01/02/24) |
Options at 20p (expiring at
05/09/22) |
Options at 11p (expiring at
05/09/22) |
CLNs (maturing on 30
September 2023) |
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 Corporate Broker) |
+44 (0)20 3005 5000 |
Andrew Raca, Maciek
Szymanski (Corporate Finance) |
|