TIDMANIC
RNS Number : 0987J
Agronomics Limited
25 April 2022
25 April 2022
Agronomics Limited
("Agronomics" or the "Company")
Performance Shares issued to Shellbay Investments Limited
Directors' Dealings
Further to the publication by Agronomics Limited (the "Company")
of its annual results for the financial year to 30 June 2021 on 16
December 2021 (the "Results"), the Company has resolved to issue
30,492,206 new ordinary shares of the Company ("Fee Shares") to
Shellbay Investments Limited ("Shellbay") in settlement of the fees
due to Shellbay under the Consultancy Agreement for the period to
30 June 2021. The Fee Shares are issued at an implied price equal
to GBP0.2425 per Fee Share (in aggregate equal to GBP7,394,360),
being the mid-market price of Ordinary Shares of the Company at
close of markets on the last day of the relevant period, being 30
June 2021.
As announced in the Results, the fee due to Shellbay for the
period to 30 June 2021 was reduced by GBP821,595 as a gesture of
goodwill by Shellbay, being a contribution by Shellbay towards the
irrecoverable VAT potentially due on this fee by the Company.
Should the Company subsequently become registered for VAT and be
successful in reclaiming all or part of the VAT associated with the
consulting fee, then Agronomics undertakes to add an ex-gratia
amount to the next annual bill from Shellbay, equal to the pro rata
part of the waived fee relative to amount of VAT subsequently
recovered by the Company.
Transfer of Fee Shares to Galloway Limited and Grant of Options
over Fee Shares by Shellbay
Shellbay is a company indirectly wholly owned by Mr James
Mellon, a Director of the Company. Immediately on receipt of the
Fee Shares, Shellbay has agreed to transfer 11,457,446 Fee Shares
directly to Galloway Limited, the 100% owner of Shellbay, and also
indirectly wholly owned by Mr Mellon. Mr Denham Eke is also a
director of both Galloway and Shellbay.
In accordance with consulting and other incentive agreements
agreed by Shellbay it has granted options to acquire, for nil
consideration, in aggregate, 15,215,610 Fee Shares (the "Options")
to certain of its management and advisory consultants (the "Option
Holders"), including an option over 853,781 Fee Shares to Mr Denham
Eke, the Finance Director of the Company. One-third of Options vest
immediately, with one-third vesting on 30 June 2022 and the final
third vesting on 30 June 2023. Up to 25% of the Options are subject
to claw-back by Shellbay.
Option Holders have elected to exercise Options, in aggregate,
over 3,803,902 Fee Shares, and the transfer of these shares to
relevant Option Holders shall occur with immediate effect (of which
Mr Eke shall receive 213,445 shares).
Following the transfer of the shares to Mr Mellon, and exercise
of Options, Shellbay shall hold, in aggregate, 15,230,856 Ordinary
Shares of the Company, of which 11,411,707 shares remain subject to
the Options.
Following the transfer of shares to Galloway Limited, the grant
of Options, and the exercise of Options, the interests of the
Directors in Ordinary Shares is as set out below:
No. of Ordinary % of current issued
Shares Ordinary Shares
Jim Mellon* 149,145,611 15.25%
---------------- -------------------
Richard Reed** 6,354,412 0.65%
----------------- ---------------- -------------------
David Giampaolo 2,434,783 0.25%
---------------- -------------------
Denham Eke 213,445 0.02%
---------------- -------------------
*Jim Mellon is currently interested in a total of 149,145,611
Ordinary Shares. 133,910,950 are held by Galloway Limited and
15,234,661 are held by Shellbay, companies which are both
indirectly wholly owned by Jim Mellon, and 1,273,960 Ordinary
Shares are held directly by Mr Mellon. Denham Eke is a director of
Galloway Limited and Shellbay Investments Limited.
** Richard Reed is currently interested in 6,354,412 Ordinary
Shares held by Reepa Limited. Reepa Limited is wholly owned by
Richard Reed.
Terms of Shellbay engagement
Shellbay is not paid an annual consultancy fee (whether fixed or
relating to the net asset value of the Company's assets) but the
Company shall reimburse it for all reasonable and properly
documented direct expenses incurred in performing the services
(including the direct costs of remunerating employees and/or
consultants).
As previously reported, Shellbay is entitled to an annual fee
equal to the value of 15% of any increase between the Company's net
asset value ("NAV") on a per issued share basis at the start of a
reporting period and 30 June ("Closing NAV Date") each year during
the term of its engagement, aligning the interests of Shellbay with
those of the Company. The opening and closing NAV for each period
will be based on the audited financial statements of the Company
for the relevant financial year, with the opening NAV for each
reporting period being the highest NAV per share reported at a
financial year end for the previous reporting periods during the
term of the agreement (establishing a rolling high-watermark for
Shellbay to qualify for such fee). Any increase in NAV per share
will then be applied to the issued share capital at the end of the
relevant period for the purposes of determining the 15% fee.
Further details regarding the terms of Shellbay's engagement by
the Company are set out in the announcement of the Company dated 6
May 2021.
Related Party Transaction
Mr Jim Mellon and Mr Denham Eke are Directors of the Company. Mr
Mellon is indirectly the sole owner of Shellbay. Mr Denham Eke is
the sole director of Shellbay. The appointment of Shellbay as the
Company's Advisory Consultant (and the terms of Shellbay's
appointment) constituted a related party transaction at the time
Shellbay was appointed, but the issue of the Fee Shares to Shellbay
in accordance with the terms of Shellbay's advisory agreement is
not a related party transaction pursuant to the AIM Rules for
Companies (the terms having previously been agreed and determined
as being fair and reasonable and in the best interests of all
shareholders by the independent directors of the Company).
Admission & Total Voting Rights
Application has been made for the 30,492,206 new Shares to be
admitted to trading on AIM ("Admission"), with Admission expected
to occur on or around 29 April 2022. The new Shares will rank pari
passu with the existing Shares, including the right to receive all
dividends and other distributions declared after the date of their
issue.
Following the issue of the Fee Shares, the Company's total
issued share capital will comprise 977,946,666 Ordinary Shares,
each with voting rights. 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, securities of the Company under the Financial
Conduct Authority's Disclosure and Transparency Rules.
This announcement contains inside information for the purposes
of Article 7 of the Market Abuse Regulation (EU) No. 596/2014, as
it forms part of UK Domestic Law by virtue of the European Union
(Withdrawal) Act 2018. Upon the publication of this announcement,
this inside information is now considered to be in the public
domain.
About Agronomics
Agronomics is a leading listed alternative proteins company with
a focus on cellular agriculture and cultivated meat. The Company
has established a portfolio of 21 companies at the Pre-Seed to
Series C stage in this rapidly advancing sector. It seeks to secure
minority stakes in companies owning technologies with defensible
intellectual property that offer new ways of producing food and
materials with a focus on products historically derived from
animals. These technologies are driving a major disruption in
agriculture, offering solutions to improve sustainability, as well
as addressing human health, animal welfare and environmental
damage. This disruption will decouple supply chains from the
environment and animals, as well as being fundamental to feeding
the world's expanding population. A full list of Agronomics'
portfolio companies is available at https://agronomics.im/ .
About Cellular Agriculture
Cellular Agriculture is the production of agriculture products
directly from cells, as opposed to raising an animal for slaughter,
or growing crops. This encompasses cell culture to produce
cultivated meat and materials, and fermentation processes that
harness a combination of molecular biology, synthetic biology,
tissue engineering and biotechnology to massively simplify
production methods in a sustainable manner.
Over the coming decades, the source of the world's food supply
traditionally derived from conventional agriculture is going to
change dramatically. We have already witnessed the first wave of
this shift with the consumer adoption of plant-based alternative
proteins but today, we are on the cusp of an even bigger wave of
change. This is being facilitated by advances in cellular
agriculture. This change is necessary, given scientists claims that
if we maintain existing animal protein consumption patterns, then
we will not meet the Paris Agreement's goal of limiting warming to
1.5
AT Kearney, a global consultancy firm, projects that cultivated
meat's market share will reach 35% by 2040. This combined with the
Good Food Institute's estimate that a US$ 1.8 trillion investment
will be required in order to produce just 10% of the world's
protein using this technology, means that we are on the cusp of a
multi-decade flow of capital to build out manufacturing facilities.
Funding in the field of cellular agriculture is accelerating,
however still less than US$ 2 billion has been invested worldwide
since the industry's inception in 2016.
Contacts
For further information please contact:
Agronomics Beaumont Cenkos Peterhouse TB Cardew
Limited Cornish Limited Securities Capital
Plc Limited
The Company Nomad Joint Broker Joint Broker Public Relations
------------------ --------------- --------------------- ------------------------
Richard Reed Roland Cornish Giles Balleny Lucy Williams Ed Orlebar
Denham Eke James Biddle Max Gould Charles Goodfellow Joe McGregor
------------------ --------------- --------------------- ------------------------
+44 (0) 20 7930
0777
+44 (0) 1624 +44 (0) 7738
639396 +44 (0) 207 +44 (0) 207 +44 (0) 207 724 630
info@agronomics.im 628 3396 397 8900 469 0936 agronomics@tbcardew.com
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