03 October 2022
Anglo African
Agriculture PLC (“AAA” or the “Company”)
Proposed
Investment in Anglo-African Agriculture and Subscription of New
Ordinary Shares
Capital
Restructuring
Board Changes
Change of Name
Anglo African Agriculture plc (AAAP), set up with the purpose of
developing a food and agricultural products group, is pleased to
announce an investment in the Company by an Investor
(“Investor”) in the form of a subscription for New
Ordinary Shares and the acquisition of Convertible Loan Notes
(“CLNs”), leading to a capital restructuring, changes
to the board and a broadening of the Company’s strategy, in
addition to a change of Company name (together the
“Transaction”). The Transaction will have an effect on
the share capital of the Company and require the publication of a
Prospectus in compliance with Prospectus Regulation Rule 1.2.4.
The Investment, details of which are outlined below, is being
made by Golden Nice International Group Limited, owned by Mr
Peng (Perry) Zi Wei , an experienced
business professional with interests in the renewable energy
sector.
Investment in Anglo African
Agriculture and Subscription of New Ordinary Shares
The Investor has subscribed for 13,000,000 New Ordinary shares
in the Company at a price of 5p per share, representing a capital
injection of £650,000 (gross and net) into the Company. The
Investment will constitute 28.2% of the enlarged issued share
capital of the Company. The New Ordinary Shares will be accompanied
by 1 for 1 Warrants at 5p in the Company’s ordinary shares,
equating to 13,000,000 Warrants exercisable at any time before
31 December 2024.
Capital Restructuring
The Company currently has Convertible Loan Notes (“CLNs”)
in issue, which together with accrued interest amount to
£1,053,305.92. As part of the Transaction, the Investor has also
acquired from existing holders 11,089,000 CLNs (65% of all CLNs in
issue) at a 15% discount to their face value and accrued but unpaid
interest, which if converted today would be equal to 13,692,977
Ordinary Shares at a conversion price of 5p.
The Company has also agreed with the remaining CLN holders to
accelerate the conversion of the balance of 5,971,000 CLNs and
accrued but unpaid interest into 7,373,141 New Ordinary Shares in
the Company at a conversion price of 5p.
In accordance with their existing terms, all of the New Ordinary
Shares arising from the CLN conversion will be accompanied by 1 for
1 Warrants at a conversion price of 5p (“5p Warrants”). In
addition, the Company has also agreed that all New Ordinary Shares
arising from the CLN conversion will be accompanied by 1 for 1
Warrants at a conversion price of 10p (“10p Warrants”).
As such, the conversion of 5,971,000 CLNs plus accrued but
unpaid interest will result in the issue of 7,373,141 5p Warrants
and 7,373,141 10p Warrants, all of which will expire on
31 December 2024.
The Investor will hold all remaining CLNs plus accrued but
unpaid interest, amounting to £684,648.85 with a face value of
£0.05 each. These CLNs plus accrued but unpaid interest are capable
of being converted (as at today’s date) into 13,692,977 Ordinary
shares at a conversion price of 5p and will be accompanied by
13,692,977 5p Warrants and 13,692,977 10p Warrants with an expiry
date of 31 December 2024.
Effect on Share Capital
The Investment and Capital Restructuring has increased the total
issued share capital of the Company from 25,789,714 to 46,162,855
Ordinary Shares. This is a result of the Investor subscribing for
13,000,000 New Ordinary Shares and the Conversion by CLN holders of
5,971,000 CLNs plus accrued but unpaid interest into 7,373,141 New
Ordinary Shares at the conversion price of 5p.
The subscription for New Ordinary Shares by the Investor will
lead to the issue of 13,000,000 5p Warrants. The Conversion of
5,971,000 CLNs plus accrued but unpaid interest has resulted in the
issue of a further 7,373,141 5p Warrants and 7,373,141 10p
Warrants. Therefore, the total number of 5p Warrants issued
is 20,373,141, and the total number of 10p Warrants issued is
7,373,141.
Given that the total number of 5p Warrants prior to the
Transaction was 10,616,889 Warrants with a conversion price of 5p,
the total number of 5p Warrants after the Transaction has now
increased to 30,990,030.
The total number of 10p Warrants in issue after the
transaction is 7,373,141.
As a result of the Investment, the Investor has acquired 28.2%
of the total enlarged issued share capital in the Company. This is
under the percentage (30%) that would trigger a mandatory offer to
all shareholders specified by Rule 9 of the Takeover Code.
The Investor has made the Investment in order to promote the
interests of the Company and has no intention of increasing his
shareholding in a manner that would trigger an offer under the
Takeover Code.
As a result of the Investment and the Transaction, the following
are the material shareholdings, as far as the Directors are aware,
required to be disclosed in the Company.
Director |
Pre-Transaction
Shareholding |
Pre-Transaction (%) |
Post-Transaction
Shareholding |
Post-Transaction
(%) |
Andrew Monk |
1,106,338 |
4.29% |
1,106,338- |
2.40% |
Rob Scott |
213,231 |
0.83% |
552,599 |
1.20% |
Matthew Bonner |
165,891 |
0.64% |
513,536 |
1.11% |
The table below shows, as far as the Directors are aware, the
shareholdings in the Company above 3% before and after the
Transaction.
Shareholder |
Pre-Transaction
Shareholding |
Pre-Transaction (%) |
Post-Transaction
Shareholding |
Post-Transaction
(%) |
Golden Nice
International Group Limited |
- |
0.00% |
13,000,000 |
28.16% |
Lynchwood Nominees
Limited |
5,150,000 |
19.97% |
8,773,543 |
19.01% |
VSA Capital |
3,945,860 |
15.30% |
5,700,639 |
12.35% |
Interactive Investor
Services Nominees Limited |
2,959,574 |
11.48% |
3,125,119 |
6.77% |
JIM Nominees
Limited |
1,581,918 |
6.13% |
1,581,918 |
3.43% |
CGWL Nominees
Limited |
1,356,338 |
5.26% |
1,356,338 |
2.94% |
HSBC Global Custody
Nominee (UK) Limited |
1,119,403 |
4.34% |
1,558,098 |
3.38% |
Vidacos Nominees
Limited |
968,567 |
3.76% |
1,258,271 |
2.73% |
Barclays Direct
Investing Nominees Limited |
944,747 |
3.66% |
944,747 |
2.05% |
Note. It should be noted that VSA Capital and Andrew Monk have entered into a relationship
agreement with the Company that as long as the aggregate
shareholding by these parties remains above 3%, they will not vote
their shares in any general meeting of the Company.
Total Voting Rights
As a result of the Investment and the Transaction, the total
number of voting rights in the Company as at the date of this
announcement is therefore 46,162,855 (“Total Voting
Rights”). No shares are held in treasury.
The Total Voting Rights figure may be used by shareholders as
the denominator to determine if they are required to notify their
interest in voting rights, or a change to that interest, in the
Company under the FCA's Disclosure Guidance and Transparency
Rules.
Admission
In compliance with Prospectus Regulation Rule 1.2.4, which
prohibits the admission of more than 20% of the number of
securities already admitted to trading on the Main Market of the
London Stock Exchange without a Prospectus, the Company intends to
publish a Prospectus in relation to the issue of the New Ordinary
Shares in order to enable those shares to be admitted to trading on
the Main Market of the London Stock Exchange in accordance with
Listing Rule 14.3.4.
Use of funds and working capital
The received by the Company pursuant to the Subscription
is £650,000 which will be used for general working capital purposes
by the Company in pursuance of its existing strategy.
Taking in to account the Investment proceeds, the Directors are
confident that the Company will have sufficient working capital for
its present requirements, that is for at least the next 12
months.
Board Changes
As part of the Transaction, Andrew
Monk and Matt Bonner have
resigned from the Board of the Company. Mr Xin (Andy) Sui has been appointed as CEO and Mr
Simon Grant-Rennick has been
appointed as non-executive director (“The New Directors”).
Andy Sui has 11 years of investment
banking experience and was previously the Chief Risk Officer at
Union Bank of India. He also holds
a Masters degree in Finance from the London
School of Economics (LSE). Simon
Grant-Rennick has held directorships among an array of
public and private companies. He is currently a non-executive
director of Igraine plc, All Active Asset Capital Limited, and is
the Chairman of Evrima Plc.
The board would like to thank Andrew
Monk and Matt Bonner for
their wisdom and guidance in steering the Company through difficult
periods and particularly through the aborted Comarco port
transaction.
The New Directors have no unspent convictions, have never been
declared bankrupt, nor have they been the subject of an individual
voluntary arrangement, or a receivership of any assets held by
them. The New Directors have not been directors with an
executive function of any company at the time of or within the 12
months preceding its bankruptcy, receivership, administration,
creditors voluntary liquidation, compulsory liquidation, company
voluntary arrangement or composition or arrangement with its
creditors generally or any class of its creditors. There have been
no official public incrimination and/or sanctions against the New
Directors by any statutory or regulatory authority nor have they
ever been disqualified by a court from acting as a director of a
company or from acting in the management or conduct of the affairs
of any company. The New Directors have not been partners of
any partnership at the time or within 12 months preceding its
compulsory liquidation, administration or partnership voluntary
arrangement. Furthermore, the New Directors have not had a
receiver appointed over any of their assets or of any of the assets
of a partnership of which he was a partner within 12 months after
they ceased to be a partner of that partnership.
Save for information given above, no further information
relating to the New Directors is required to be disclosed under the
listing requirements of the London Stock Exchange.
With the Investment and Transaction, as the Company seeks to
accelerate its existing strategy, it is expected that further
changes will be made to strengthen the board in due course.
Name Change
The strategy of the Company will continue as before, namely, to
develop a group with a focus on food, agriculture and agricultural
related products.
Under authority granted by the Company’s articles, the Board has
decided to change the legal name of the Company to Everest Global
plc and the Company will change its TDIM symbol from “AAAP” to
“EVST”. VSA Capital has been instructed to liaise with the London
Stock Exchange and implement these changes. Shareholders will be
updated once all the necessary procedures have been
completed.
Shareholders should note that their shareholdings will be
unaffected by the change of name, although new share certificates
and Warrant certificates will be issued to Shareholders following
the name change.
For further information, please contact:
Anglo African Agriculture plc (to be
renamed Everest Global
plc)
Rob
Scott
+27 (0)84 6006 001
Andy
Sui
+44 (0) 7767 751787
VSA Capital Limited (Financial Adviser and
Broker) +44 (0)
20 3005 5000
Andrew Raca/Simba Khatai/Alex
Cabral