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 |
|
|
|
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VSA Capital Limited (Financial
Adviser and Corporate Broker) |
+44 (0)20 3005 5000 |
Andrew Raca, Maciek Szymanski (Corporate
Finance) |
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