AAAP Anglo African Agriculture Plc

 
TIDMAAAP 
 
Anglo African Agriculture plc 
 
                           ("AAA" or the "Company") 
 
Issuance of new shares in settlement of professional fees and signing of a 
relationship agreement 
 
Fee settlement with VSA Capital Limited ("VSA��) and issue of 
Company shares 
 
VSA, the Company's Financial Adviser and Broker, provided financial advisory 
services to AAA in relation to the aborted acquisition by AAA of Comarco Group 
of companies ("Comarco"), an East African based ports and marine logistics 
business, which would have been a reverse takeover ("RTO"). On 1 October 2021 
AAA announced the withdrawal by Comarco vendors from the RTO transaction. The 
Board of AAA engaged with its professional advisers, including VSA, in order to 
reach a settlement with respect to the outstanding professional advisory fees 
incurred by AAA during the aborted transaction. 
 
On 15 December 2021, AAA announced that it reached an agreement with VSA in 
respect of the settlement of the outstanding fees with AAA at a reduced rate by 
the way of a partial cash payment and an issue of new ordinary AAA shares to 
VSA for the balance of the outstanding fees. 
 
Following the AAA shareholder vote on 29 April 2022 to grant the AAA Board the 
necessary share authorities, the AAA Board passed a resolution to allot 
3,823,627 new ordinary shares to VSA in settlement of the outstanding fees of £ 
152,945.08. As a result of this, VSA now has a direct shareholding in AAA 
amounting to 15.3%. 
 
VSA also holds 191,266 warrants and Convertible Loan Notes amounting to £ 
212,000, which, if converted, would result in the issue to VSA of 4,240,000 new 
ordinary shares and 4,240,000 new warrants. In addition, Andrew Monk, Chief 
Executive of VSA, is also Non Executive Chairman of AAA, and he holds 1,106,338 
ordinary shares, amounting to 4.3% of the company's issued share capital. 
Andrew Raca, a director of VSA, holds 91,952 options in AAA at an exercise 
price of 20p expiring on 5 September 2022. 
 
Signing of the relationship agreement with VSA 
 
As a result of the above relationship with its adviser VSA, on 29 April 2022 
the Company entered into a relationship agreement with VSA, Andrew Monk and 
Andrew Raca to re-enforce AAA's corporate governance arrangements and ensure 
that AAA at all times is capable of carrying on its business independently of 
VSA, and all transactions and arrangements between AAA and VSA are at arm's 
length and on normal commercial terms. 
 
For the duration of the relationship agreement, VSA undertakes that it shall 
not exercise its voting rights in AAA nor acquire any additional shares in AAA. 
Andrew Monk, as a director of AAA shall recuse himself from deliberation and 
voting that affects the terms and conditions of the appointment of VSA, or any 
interests in VSA, whilst it remains as the Financial Adviser and Broker to AAA. 
 
The relationship agreement shall continue in full force and effect for so long 
as VSA remains appointed by AAA as Financial Adviser and Broker, and while VSA, 
together with any affiliates and officers, has an interest in AAA representing 
3% or more of AAA's voting rights. 
 
Admission of the new shares and total voting rights 
 
Application will be made to the Financial Conduct Authority for the Shares to 
be admitted to the Official List and to the London Stock Exchange ("LSE") for 
the Shares to be admitted to trading on the LSE ("Admission"). Admission is 
expected to occur on Friday 6 May 2022 and the Shares will rank pari passu with 
existing issued Shares. 
 
Following Admission, the Company will have a total of 25,789,714 Ordinary 
Shares in issue. The Company does not hold any shares in treasury and 
therefore, following Admission, the total number of voting shares in issue will 
be 25,789,714. This 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 to their interest in, the Company under the 
FCA's Disclosure Guidance and Transparency Rules. 
 
For more information, please contact: 
 
 
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        +44 (0)20 3005 5000 
Broker) 
 
Andrew Raca, Maciek Szymanski (Corporate Finance) 
 
 
 
END 
 
 

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May 03, 2022 02:00 ET (06:00 GMT)

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