TIDMANIC
RNS Number : 2450W
Agronomics Limited
09 December 2019
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE
UNITED STATES, CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH
AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION
OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF THE MARKET ABUSE REGULATION (EU No. 596/2014) ("MAR"). IN
ADDITION, MARKET SOUNDINGS (AS DEFINED IN MAR) WERE TAKEN IN
RESPECT OF CERTAIN OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT,
WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE
INFORMATION, AS PERMITTED BY MAR. UPON THE PUBLICATION OF THIS
ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE
INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH
PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE
INFORMATION.
9 December 2019
Agronomics Limited
("Agronomics" or the "Company")
Equity Fundraise Closes at GBP7.7 million
And
Total Voting Rights
The Board of Agronomics is pleased to announce that, further to
the announcements on 11 November titled "Proposed Fundraise" and 4
December titled "Update on Placing and Final Results", the Company
has completed (subject to certain conditions) its fundraise of
approximately GBP7.7 million less expenses of approximately GBP0.3
million (the "Fundraise"). Pursuant to the Fundraise, the Company
intends to issue 139,249,674 new Ordinary Shares at a price of 5.5p
per new Ordinary Share (the "Placing Price"), representing a
premium of approximately 0.46% to the closing mid-market price of
the Ordinary Shares on 6 December (being the last practicable
dealing date prior to the date of this announcement). The Fundraise
will be undertaken by means of a Placing and Subscription. The
Placing Price of 5.5p is equal to the net asset value ("NAV") per
share reported by the Company as at 30 September 2019. Of the new
Ordinary Shares to be allotted and issued, 36,342,408 comprise
Placing Shares and 102,907,266 comprise Subscription Shares.
The net proceeds of the Fundraise will principally be used by
the Company to finance investment opportunities within the
"cultivated meat" sector, and other related sectors, as outlined in
their investing policy.
Richard Reed, Non-Executive Chairman, Agronomics Limited
commented:
"We are delighted to have completed a fundraise at this time
which has more than doubled our investable capital with support
from existing and new investors including London-based
institutional investors. We now have the funds to act on our
exciting pipeline of deals and continue to build Agronomics into a
key player in the field of cultivated meat."
Application will be made to the London Stock Exchange for
138,339,674 new Ordinary Shares to be admitted to trading on AIM
("Admission"). Admission is expected to become effective and
trading will commence at 8.00 a.m. on 12 December 2019. Following
Admission, the new Ordinary Shares will rank pari passu with the
existing Ordinary Shares. In respect of a subscription for 910,000
Ordinary Shares, the subscription is conditional on receipt of
funds by the Company by 13 January 2020 and accordingly Admission
of these Ordinary Shares is anticipated to occur on or around 17
January 2020, subject to regulatory approvals.
Following Admission, the Company's issued share capital will
comprise 252,135,232 Ordinary Shares of GBP0.000001 each. The
Company does not hold any shares in treasury. 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, or a change in their interest, in the Company.
The Company also announces that it has granted a warrant to Zeus
Capital Limited to subscribe for such a number of shares as
represents approximately 1 per cent. of the enlarged issued share
capital of the Company after all Ordinary Shares pursuant to the
Fundraise have been admitted for trading. The Warrant is capable of
exercise from the date of Admission for a period of 3 years
following Admission.
Further Information
As part of the fundraising process, the Board has agreed to
contractually limit its ability to issue shares on a non
pre-emptive basis (as further detailed below).
Furthermore, Shellbay Limited ("Shellbay"), the Company's
investment consultant has agreed to waive certain rights it has
under its consulting agreement with the Company relating to
performance fees, pending alternative arrangements being agreed
between the parties and announced in due course in accordance with
the AIM Rules. In particular, Shellbay has agreed that it will not
charge any performance fees under its current arrangements until 6
December 2020 to the extent that the Company does not achieve an 8%
per annum (pro rata) annual return on the relevant 'high watermark'
net asset value per share (being the highest reported NAV per share
within the past 12 months, calculated in accordance with IFRS).
This condition is in addition to the existing conditions of the NAV
per share being above the price of the most recent equity issuance.
In addition, to the extent that performance fees are payable (the
8% hurdle having been achieved), Shellbay has agreed these fees
will accrue and shall be due only when realised gains from the
Company's investments are received by the Company and exceed the
performance fees accrued.
Directors' Participation
Subscription No. of Ordinary Percentage Percentage
Total Shares intended holding of holding of
to be subscribed current Issued enlarged
Share Capital* Issued Share
Capital
---------------- ------------------ ---------------- --------------
Jim Mellon GBP2.0 million 36,363,636 25.25% 25.82%
Richard Reed GBP0.1 million 1,818,181 1.76% 1.51%
*Jim Mellon is currently interested in a total of 28,729,273
Ordinary Shares. 27,455,313 are held by Galloway Limited, which is
indirectly wholly owned by Jim Mellon and 1,273,960 Ordinary Shares
are held directly.
* Richard Reed is currently interested in 2,000,000 Ordinary
Shares held by Reepa Limited. Reepa Limited is wholly owned by
Richard Reed.
Two Directors of the Company have subscribed for Ordinary Shares
in the Fundraise, as set out above. Jim Mellon has subscribed
through Galloway Limited and Richard Reed through Reepa Limited.
Such subscriptions are Related Party Transactions under the AIM
Rules for Companies and the Independent Directors being David
Giampaolo and Anderson Whamond, having consulted with Beaumont
Cornish Limited, the Company's nominated adviser, consider the
terms of such subscriptions to be fair and reasonable insofar as
the Company's shareholders are concerned.
Restrictions on Share Capital Issuance
As a condition of the Fundraise, the Board has agreed that the
use of share allotment authorities granted at the last general
meeting of the Company in July 2019 be limited to an aggregate of
100% of the Ordinary Shares in issue following completion of the
Fundraise. Subject to the consent of both Zeus Capital Limited and
Beaumont Cornish Limited, the limit can be increased to 200% of the
Ordinary Shares in issue following the placing. This contractual
limit is valid for a period of 12 months from the completion of the
Fundraise or, if earlier, from the date at which these authorities
are replaced at the next Annual General Meeting of the Company.
The Placing Agreement
Pursuant to the terms of the Placing Agreement, Zeus Capital
Limited, as agent for the Company, has agreed to use its reasonable
endeavours to procure subscribers for the Placing Shares at the
Placing Price. The Placing Agreement is conditional upon, amongst
other things, none of the warranties given to Zeus Capital Limited
prior to Admission being or becoming untrue, inaccurate or
misleading in any respects.
Under the Placing Agreement, the Company has agreed to pay to
Zeus Capital Limited and Beaumont Cornish Limited a fixed sum and
commissions based on the aggregate value of the Fundraising, and
the costs and expenses incurred in relation to the Placing.
The Placing Agreement contains customary warranties given by the
Company in favour of Zeus Capital Limited and Beaumont Cornish
Limited in relation to, amongst other things, the accuracy of the
information in this announcement and other matters relating to the
Group and its business. In addition, the Company has agreed to
indemnify Zeus Capital Limited and Beaumont Cornish Limited (and
their respective affiliates) in relation to certain liabilities
which they may incur in respect of the Placing.
Both Zeus Capital Limited and Beaumont Cornish Limited have the
right to terminate the Placing Agreement in certain circumstances
prior to Admission. In particular, in the event of breach of the
warranties or a material adverse change or if the Placing Agreement
does not become unconditional.
Relationship Agreement
As a condition of the Fundraise, the Company and Mr Mellon have
agreed the terms of a Relationship Agreement setting out certain
limitations on Mr Mellon (and his connected persons) exercising his
votes (on Board and/or shareholder matters) to the extent such
votes would prevent the Company and its Board operating and
conducting its business as an independent company and at arm's
length with him and such person. The Relationship Agreement applies
for such period as Mr Mellon (and connected persons) are interested
in 15 per cent. or more of issued shares of the Company. In
particular, it provides that all transactions to be entered into
with Mr Mellon (or any connected person) will be at arm's length
and on a normal commercial basis and that any Directors appointed
by Mr Mellon shall (save with the prior written consent of all of
the Independent Directors) be precluded from voting on any
resolution of the Board to approve any such transaction or
arrangement (or to take any action to enforce the Company's rights
under it).
For further information, please contact:
Agronomics Limited Beaumont Cornish Zeus Capital Limited Peterhouse Capital
Limited Limited
The Company Nomad Joint Broker Joint Broker
----------------- --------------------- -------------------
Richard Reed Roland Cornish Mike Seabrook Lucy Williams
Denham Eke James Biddle Rupert Woolfenden
----------------- --------------------- -------------------
+44 (0) 207 628 +44 (0) 20 3829 +44 (0) 207 469
+44 (0) 1624 639396 3396 5000 0936
----------------- --------------------- -------------------
Important Notices
This announcement contains 'forward-looking statements'
concerning the Company that are subject to risks and uncertainties.
Generally, the words 'will', 'may', 'should', 'continue',
'believes', 'targets', 'plans', 'expects', 'aims', 'intends',
'anticipates' or similar expressions or negatives thereof identify
forward-looking statements. These forward-looking statements
involve risks and uncertainties that could cause actual results to
differ materially from those expressed in the forward-looking
statements. Many of these risks and uncertainties relate to factors
that are beyond the Company's ability to control or estimate
precisely. The Company cannot give any assurance that such
forward-looking statements will prove to have been correct. The
reader is cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of this
announcement. The Company does not undertake any obligation to
update or revise publicly any of the forward-looking statements set
out herein, whether as a result of new information, future events
or otherwise, except to the extent legally required.
Nothing contained herein shall be deemed to be a forecast,
projection or estimate of the future financial performance of the
Company or any other person following the implementation of the
Placing or otherwise.
The price of shares and the income from them may go down as well
as up and investors may not get back the full amount invested on
disposal of the shares. Past performance is no guide to future
performance and persons who require advice should consult an
independent financial adviser.
This announcement is not for publication or distribution,
directly or indirectly, in or into the United States of America.
This announcement is not an offer of securities for sale into the
United States. The securities referred to herein have not been and
will not be registered under the U.S. Securities Act of 1933,
except pursuant to an exemption from registration. No public
offering of securities is being made in the United States.
The distribution of this announcement and the offering of the
Placing Shares in certain jurisdictions may be restricted by law.
No action has been taken by the Company, Zeus Capital Limited or
Beaumont Cornish Limited that would permit an offering of such
shares or possession or distribution of this announcement or any
other offering or publicity material relating to such shares in any
jurisdiction where action for that purpose is required. Persons
into whose possession this announcement comes are required by the
Company, Zeus Capital Limited and Beaumont Cornish Limited to
inform themselves about, and to observe, any such restrictions.
This announcement is not for release, publication or
distribution, in whole or in part, directly or indirectly, in or
into Australia, Canada, Japan or the Republic of South Africa or
any jurisdiction into which the publication or distribution would
be unlawful. This announcement is for information purposes only and
does not constitute an offer to sell or issue or the solicitation
of an offer to buy or acquire shares in the capital of the Company
in the United States, Australia, Canada, the Republic of South
Africa or Japan or any jurisdiction in which such offer or
solicitation would be unlawful or require preparation of any
prospectus or other offer documentation or would be unlawful prior
to registration, exemption from registration or qualification under
the securities laws of any such jurisdiction.
Zeus Capital Limited, which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority, is acting as
bookrunner to the Company in relation to the Placing and is not
acting for any other persons in relation to the Placing. Zeus
Capital Limited is acting exclusively for the Company and for no
one else in relation to the matters described in this announcement
and is not advising any other person and accordingly will not be
responsible to anyone other than the Company for providing the
protections afforded to clients of Zeus Capital Limited, or for
providing advice in relation to the contents of this announcement
or any matter referred to in it.
Beaumont Cornish Limited, which is authorised and regulated in
the United Kingdom by the Financial Conduct Authority, is acting as
nominated adviser to the Company in relation to the Placing and is
not acting for any other persons in relation to the Placing.
Beaumont Cornish Limited is acting exclusively for the Company and
for no one else in relation to the matters described in this
announcement and is not advising any other person and accordingly
will not be responsible to anyone other than the Company for
providing the protections afforded to clients of Beaumont Cornish
Limited, or for providing advice in relation to the contents of
this announcement or any matter referred to in it.
This announcement has been issued by, and is the sole
responsibility of, the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by Zeus
Capital Limited or Beaumont Cornish Limited or by any of their
respective affiliates or agents as to or in relation to, the
accuracy or completeness of this announcement or any other written
or oral information made available to or publicly available to any
interested party or its advisers, and any liability therefore is
expressly disclaimed.
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the
"Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the Product Governance
Requirements) may otherwise have with respect thereto, the Placing
Shares have been subject to a product approval process, which has
determined that the Placing Shares are: (i) compatible with an end
target market of retail investors and investors who meet the
criteria of professional clients and eligible counterparties, each
as defined in MiFID II; and (ii) eligible for distribution through
all distribution channels as are permitted by MiFID II (the "Target
Market Assessment"). Notwithstanding the Target Market Assessment,
Placees should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment;
Placing Shares offer no guaranteed income and no capital
protection; and an investment in Placing Shares is compatible only
with investors who do not need a guaranteed income or capital
protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources
to be able to bear any losses that may result therefrom. The Target
Market Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation
to the Placing. Furthermore, it is noted that, notwithstanding the
Target Market Assessment, Zeus Capital Limited will only procure
investors who meet the criteria of professional clients and
eligible counterparties. For the avoidance of doubt, the Target
Market Assessment does not constitute: (a) an assessment of
suitability or appropriateness for the purposes of MiFID II; or (b)
a recommendation to any investor or group of investors to invest
in, or purchase, or take any other action whatsoever with respect
to Placing Shares.
THE CONTENT OF THIS PROMOTION HAS NOT BEEN APPROVED BY AN
AUTHORISED PERSON WITHIN THE MEANING OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000. RELIANCE ON THIS PROMOTION FOR THE PURPOSE OF
ENGAGING IN ANY INVESTMENT ACTIVITY MAY EXPOSE AN INDIVIDUAL TO A
SIGNIFICANT RISK OF LOSING ALL OF THE PROPERTY OR OTHER ASSETS
INVESTED.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
MSCGMMGZDLVGLZM
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