TIDMDKL
RNS Number : 7872L
Dekeloil Public Limited
31 December 2018
The following replaces the announcement released at 07:00 on 21
December 2018 under RNS number 1959L in which the third paragraph
of the announcement incorrectly stated the number of new ordinary
shares to be issued as consideration as being 52,456,660 when it
should have stated 52,612,613. This change has been underlined, all
other details remain unchanged and the full amended announcement is
set out below.
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulations (EU) No. 596/2014. Upon the
publication of this announcement via a Regulatory Information
Service ("RIS"), this inside information is now considered to be in
the public domain.
DekelOil Public Limited ("DekelOil" or the "Company")
Acquisition of 43.8% Interest in Cashew Processing Project,
Issue of Equity and
Director / PDMR Shareholding
Highlights:
-- Revised option agreement permitting the acquisition of
initial 43.8% stake in Tiebissou cashew processing project in Cote
d'Ivoire (the "Project") at an implied current valuation of EUR6
million (the "Option"), in line with DekelOil's strategy to build a
multi-project, multi-commodity West African focused agriculture
company
-- Acquisition settled by the issue of new ordinary shares in
DekelOil at 4.5p per share, a 46.3% premium to the closing price of
3.075 pence per DekelOil share on 20 December 2018, being the last
practicable date prior to publication of this announcement
-- DekelOil retains an option to acquire a further 20.5%
interest on the same terms as the original option agreement
announced on 26 June 2018 ("Original Option")
-- Tiebissou cashew processing project is on course to become
DekelOil's second operational project by early 2020, alongside its
palm oil project at Ayenouan, Cote d'Ivoire
DekelOil Public Limited, the West African focused agricultural
company, is pleased to announce that it has entered into a new,
revised option agreement (the "Option") pursuant to which it will
acquire an initial 43.8% interest in the share capital of Pearlside
Holdings Ltd ('Pearlside') from Trustland Management Limited (the
'Acquisition'). Pearlside's wholly owned subsidiary Capro CI SA
('Capro') is currently developing a large-scale 10,000tpa
(expandable to 30,000 tpa) raw cashew nut ('RCN') processing
project at Tiebissou in Côte d'Ivoire which is now expected to
commence production in late 2019/early 2020.
The Acquisition is at a significantly reduced valuation to the
terms of the Original Option to acquire up to 58.5% of the issued
share capital of Pearlside, announced on 26 June 2018 reflecting
the fact that the project is not yet operational. The new Option
also permits the acquisition of up to a total of 64.3%, not 58.5%
as set out in the Original Option agreement, of the issued share
capital of Pearlside.
The Acquisition is to be settled by the issue of 52,612,613 new
ordinary shares of EUR0.0003367 each ('Ordinary Shares') in
DekelOil at a price of 4.5p per share, a 46.3% premium to the
closing price of 3.075 pence per DekelOil share on 20 December
2018, being the last practicable date prior to entering into the
Acquisition agreement ('Consideration Shares'). This implies a
current valuation of EUR6 million for the entire issued share
capital of Pearlside and represents a significant discount to the
minimum EUR18 million valuation assigned to Pearlside under the
terms of the Original Option agreement announced in June 2018. An
independent report prepared by PKF Littlejohn LLP opined that the
current valuation assigned to Pearlside "appears reasonable and on
an arm's length basis."
The Option (similar to the Original Option) permits the exercise
of options granted pursuant to it for a limited period following
the publication of Pearlside's audited annual accounts for the year
ending 31 December 2020.
DekelOil has elected to bring forward the Acquisition following
the significant progress made at Tiebissou since the Original
Option was signed. As a result, the Directors believe the
development phase of the Tiebissou Project has been materially
de-risked. Progress includes the appointment of a senior management
team at Capro comprising executives who played a key role in the
successful construction and commissioning of DekelOil's palm oil
project in Ayenouan; confirmation of a 13 year tax exemption for
the Project; and the execution of key contracts relating to the
cashew processing plant and infrastructure works and the final
financing package for the plant.
DekelOil Executive Director Lincoln Moore said, "The early
acquisition of a 43.8% interest in Tiebissou is a significant event
for DekelOil and one which we believe will generate long term value
for shareholders. This is a reflection of both the substantially
lower valuation we have secured compared to the Original Option
agreement, but also the significant premium at which the new
Consideration Shares in DekelOil have been issued. The share price
premium is an endorsement of our vision to build a multi-project,
multi-commodity agriculture company, the strategy we have in place
to achieve this and our management team which, as it successfully
demonstrated at our palm oil project in Ayenouan, has the
credentials to deliver.
"Due to the progress made at Tiebissou since we announced the
Original Option in June 2018, we are pleased to have agreed this
earlier partial exercise. We are also delighted to have secured the
option to acquire a further 20.5% interest, in addition to this
early acquisition of a 43.8% interest in Tiebissou, representing an
aggregate interest of up to 64.3% in the Project, as opposed to an
interest of up to 58.5% under the Original Option agreement. We are
confident that the EUR6 million valuation assigned to the Project
today represents value for shareholders and I look forward to
providing further updates on our progress, as we focus on bringing
our second project into production in late 2019."
Related Party Transaction
Youval Rasin, CEO and 16.1% shareholder of DekelOil, Yehoshua
Shai Kol, Deputy CEO and CFO and 3.6% shareholder of DekelOil, and
Lincoln Moore, Executive Director and 0.5% shareholder of DekelOil,
have recently joined the board of Pearlside. Trustland has
nominated that each of Youval Rasin, Yehoshua Shai Kol and Lincoln
Moore be issued the following Consideration Shares:
Date of this announcement Immediately following
the Acquisition
Director Number of Percentage Number of Number Percentage
Ordinary of ordinary Consideration of Ordinary of the enlarged
Shares share capital Shares Shares issued share
capital
----------- --------------- --------------- ------------- -----------------
Youval
Rasin 48,298,538 16.1% 16,576,577 64,875,115 18.4%
----------- --------------- --------------- ------------- -----------------
Shai Kol 10,725,884 3.6% 16,576,577 27,302,461 7.8%
----------- --------------- --------------- ------------- -----------------
Lincoln
Moore 1,387,201 0.5% 3,003,003 4,390,204 1.2%
----------- --------------- --------------- ------------- -----------------
Accordingly, the Acquisition constitutes a related party
transaction under Rule 13 of the AIM Rules for Companies. Andrew
Tillery and Bernard Francois, Non-Executive Chairman and
Non-Executive Director respectively at DekelOil, and who are
considered independent directors for the purposes of the
Acquisition, and having consulted with the Company's nominated
adviser, consider the terms of the Option to be fair and reasonable
insofar as DekelOil's shareholders are concerned. In forming this
opinion, Mr Tillery and Mr Francois have taken into account the
conclusions of an independent valuation report prepared by PKF
Littlejohn LLP on Pearlside, and on the value that a recent
independent investment was made in Pearlside by an unrelated
investor.
Issue of Equity and Total Voting Rights
The Company is issuing 189,441 Ordinary Shares to certain
advisers in settlement of fees for services provided and 52,612,613
Ordinary Shares in settlement of the Acquisition. Therefore,
application has been made to the London Stock Exchange for the
admission of a total of 52,802,054 Ordinary Shares ("Admission").
It is expected that Admission will become effective on 7 January
2019. The new Ordinary Shares will rank pari passu with the
existing Ordinary Shares in issue. Following Admission, the
Company's total issued share capital will comprise 352,273,423
Ordinary Shares. This number may be used by shareholders in
DekelOil as the denominator for calculation by which they determine
if they are required to notify their interest in, or a change in
their interest in, the share capital of DekelOil under the FCA's
Disclosure Guidance and Transparency Rules.
**S **
For further information please visit the Company's website or
contact:
DekelOil Public Limited
Youval Rasin
Shai Kol
Lincoln Moore +44 (0) 207 236 1177
Cantor Fitzgerald Europe (Nomad and
Joint Broker)
David Foreman
Richard Salmond +44 (0) 207 894 7000
VSA Capital (Joint Broker)
Andrew Monk (Corporate Broking)
Andrew Raca (Corporate Finance) +44 (0) 203 005 5000
Optiva Securities Limited (Joint Broker)
Christian Dennis
Jeremy King +44 (0) 203 137 1903
St Brides Partners Ltd (Investor Relations)
Frank Buhagiar
Cosima Akerman +44 (0) 207 236 1177
Further Information on the Project
Pearlside is a privately-owned investment holding company, which
wholly owns Capro, a cashew business in Côte d'Ivoire. Capro is
constructing a 10,000 tpa (expandable to 30,000 tpa) plant at
Tiebissou in Côte d'Ivoire to take advantage of a significant
shortfall in processing capacity in the country. Tiebissou is
located in a cashew producing region and within three hours of the
port at Abidjan. Capro has secured 6ha of land at Tiebissou on
which the processing plant will be built, plus an additional 3ha
for expansion and 1ha for a warehouse. Once operational, the
processing plant at Tiebissou will aim to process up to 10,000 and
15,000 tonnes per annum of RCNs in 2020 and 2021 respectively,
gradually increasing to 30,000 tonnes per annum by 2024. Processing
of RCNs at the plant is scheduled to begin early 2020.
Appendix
1. Details of the person discharging managerial responsibilities/person
closely associated
a) Name: Youval Rasin
-------------------------------------- -------------------------------
2. Reason for the notification
-----------------------------------------------------------------------
a) Position/status: Chief Executive Officer
-------------------------------------- -------------------------------
b) Initial notification/amendment: Initial notification
-------------------------------------- -------------------------------
3. Details of the issuer emission allowance market
participant, auction platform, auctioneer or auction
monitor
-----------------------------------------------------------------------
a) Name: DekelOil Public Limited
-------------------------------------- -------------------------------
b) LEI: 213800TZMTERFY8P7D14
-------------------------------------- -------------------------------
4. Details of the transaction(s): section to be repeated
for (i) each type of instrument; (ii) each type
of transaction; (iii) each date; and (iv) each
place where transactions have been conducted
-----------------------------------------------------------------------
a) Description of the financial Ordinary shares of
instrument, type of instrument: EUR0.0003367 each
Identification code: CY0106502111
-------------------------------------- -------------------------------
b) Nature of the transaction: Consideration shares
issued
-------------------------------------- -------------------------------
c) Price(s) and volume(s): Prices(s) Volume(s)
4.5
pence 16,576,577
-----------
-------------------------------------- -------------------------------
d) Aggregated information: Single transaction
as in 4 c) above
Aggregated volume: Prices(s) Volume(s)
4.5 pence 16,576,577
Price: -----------
-------------------------------------- -------------------------------
e) Date of transaction: 20 December 2018
-------------------------------------- -------------------------------
f) Place of transaction Outside a trading
venue
-------------------------------------- -------------------------------
1. Details of the person discharging managerial responsibilities/person
closely associated
a) Name: Shai Kol
-------------------------------------- -------------------------------
2. Reason for the notification
-----------------------------------------------------------------------
a) Position/status: Deputy CEO
-------------------------------------- -------------------------------
b) Initial notification/amendment: Initial notification
-------------------------------------- -------------------------------
3. Details of the issuer emission allowance market
participant, auction platform, auctioneer or auction
monitor
-----------------------------------------------------------------------
a) Name: DekelOil Public Limited
-------------------------------------- -------------------------------
b) LEI: 213800TZMTERFY8P7D14
-------------------------------------- -------------------------------
4. Details of the transaction(s): section to be repeated
for (i) each type of instrument; (ii) each type
of transaction; (iii) each date; and (iv) each
place where transactions have been conducted
-----------------------------------------------------------------------
a) Description of the financial Ordinary shares of
instrument, type of instrument: EUR0.0003367 each
Identification code: CY0106502111
-------------------------------------- -------------------------------
b) Nature of the transaction: Consideration shares
issued
-------------------------------------- -------------------------------
c) Price(s) and volume(s): Prices(s) Volume(s)
4.5
pence 16,576,577
-----------
-------------------------------------- -------------------------------
d) Aggregated information: Single transaction
as in 4 c) above
Aggregated volume: Prices(s) Volume(s)
4.5 pence 16,576,577
Price: -----------
-------------------------------------- -------------------------------
e) Date of transaction: 20 December 2018
-------------------------------------- -------------------------------
f) Place of transaction Outside a trading venue
-------------------------------------- -------------------------------
1. Details of the person discharging managerial responsibilities/person
closely associated
a) Name: Lincoln Moore
--------------------------------------- ------------------------------
2. Reason for the notification
-----------------------------------------------------------------------
a) Position/status: Executive Director
--------------------------------------- ------------------------------
b) Initial notification/amendment: Initial notification
--------------------------------------- ------------------------------
3. Details of the issuer emission allowance market
participant, auction platform, auctioneer or auction
monitor
-----------------------------------------------------------------------
a) Name: DekelOil Public Limited
--------------------------------------- ------------------------------
b) LEI: 213800TZMTERFY8P7D14
--------------------------------------- ------------------------------
4. Details of the transaction(s): section to be repeated
for (i) each type of instrument; (ii) each type
of transaction; (iii) each date; and (iv) each
place where transactions have been conducted
-----------------------------------------------------------------------
a) Description of the financial Ordinary shares of
instrument, type of instrument: EUR0.0003367 each
Identification code: CY0106502111
--------------------------------------- ------------------------------
b) Nature of the transaction: Consideration shares
issued
--------------------------------------- ------------------------------
c) Price(s) and volume(s): Prices(s) Volume(s)
4.5
pence 3,003,003
----------
--------------------------------------- ------------------------------
d) Aggregated information: Single transaction
as in 4 c) above
Aggregated volume: Prices(s) Volume(s)
4.5 pence 3,003,003
Price: ----------
--------------------------------------- ------------------------------
e) Date of transaction: 20 December 2018
--------------------------------------- ------------------------------
f) Place of transaction Outside a trading venue
--------------------------------------- ------------------------------
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
MSCFKDDBFBDKFBN
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