TIDMRGP
RNS Number : 0433C
Ross Group PLC
27 September 2018
Ross Group Plc ("RGP" or the "Company")
Proposed Acquisition of Archipelago Aquaculture Group Ltd for a
Placing of 10% New RGP Ordinary Shares with Consideration Shares of
a total 9.9% of RGP enlarged share capital and new Board
Appointments.
Ross Group Plc (LSE: RGP) is pleased to announce that, subject
to certain conditions, it has agreed to acquire the entire issued
share capital of Archipelago Aquaculture Group Ltd. ("AAG") from
Global Blue Technologies Inc. ("GBT") (the "Acquisition").
AAG, including all subsidiaries, currently has no gross assets,
revenues or attributable profits. It plans to start producing
revenue in the near future, having already achieved proof of
concept in its specialized extraction of Chitin, which is
understood to be one of the most environmentally-friendly and
economically effective extraction processes within its
industry.
Acquisition Highlights
GBT is a US company that has created the world's first
commercially viable biosecure recyclable aquaculture system ("RAS")
for the production of high quality, high value and best-tasting
organic colossal and extra colossal shrimp.
AAG contains the start-up businesses of Mari Signum Limited,
Mari Signum Dragon Drying-MS LLC, Mari Signum Mid-Atlantic LLC and
Prometheus Progenitor Genetics Technologies Limited LLC, which are
specifically supply chain companies involved in the research,
development and production of Chitin, the main ingredient in the
exoskeletons of arthropods and crustaceans.
Chitin is a natural bio-degradable polymer involved in the
plastics, agricultural, veterinary, textile, cosmetic and
pharmaceutical industries.
AAG intends to focus on providing the highest possible quality
Chitin to targeted pharmaceutical customers on a very selective
strategic basis.
Details of the Placing and Consideration Shares
The consideration for the Acquisition is 17,947,943 Ordinary
Shares at a placing price of 1p per share to the current AAG
shareholders (the "Placing Shares") representing 10% of RGP's
existing issued share capital.
Also, as an additional consideration for the Acquisition, RGP
will issue 26,667,262 Ordinary Shares (the "Consideration Shares")
representing an overall total 9.9% of RGP's existing enlarged
issued share capital, at a price of 1p per Consideration Share to
the current AAG shareholders.
Upon completion of the Acquisition, Global Blue Technologies
Inc. will own 44,615,205 Ordinary Shares, representing a total 19.9
% of the enlarged share capital of RGP.
The Placing Shares and the Consideration Shares will, when
issued, be credited as fully paid and will rank pari passu with the
existing RGP Ordinary Shares.
Application will be made to the London Stock Exchange for
admission of the Placing Shares to trading on the main market of
the London Stock Exchange. It is expected that Admission will take
place, and that dealings in the Placing Shares on the London Stock
Exchange will commence at 8.00 a.m. on 4(th) October 2018.
Board Appointments
It is proposed that three GBT executives, John Peter Keyes,
Victoria White and Stephen LaPointe, will join the Board of Ross as
Executive Directors and Franklin Fay and Lorenzo Juanta will join
the Board as Non-Executive Directors. In addition, it is also
proposed that Professor Georg Holländer will be invited to join the
Board as a Senior Independent Non-Executive Director.
Therefore, the enlarged Board is to be as follows:
Barry Richard Pettitt (Executive)
Wade Lionel Hopkins (Executive)
Shashank Mehta (Executive)
John Peter Keyes (Executive)
Victoria White (Executive)
Stephen LaPointe (Executive)
Professor Georg Holländer (Senior Independent Non-Executive)
Franklin Fay (Non-Executive)
Lorenzo Juarez (Non-Executive)
Koji Fusa (Non-Executive)
Michael Jonathan Simon (Non-Executive)
Services Contracts
Service Contracts have been entered into with all Directors as
follows:
Barry Richard Pettitt shall continue as Chairman and become
Group Managing Director with an annual service contract based on
the same previous Company remuneration policy and structure of
being paid a nominal GBP1.00 per annum together with an applicable
performance-related bonus scheme, until such time that the Company
becomes profitable and/or is with enough working capital to
thereafter provide a remuneration structure commensurate with the
terms and conditions of other similar appointments on the Premium
Listing of the Main Board of the LSE.
Lorenzo Juarez and Franklin Fay are appointed as a Non-Executive
Directors and Lorenzo Juarez is the new Non-Executive Group
Vice-Chairman. Both have initial 1 year Service Agreements and
remunerations of GBP8,000 per annum until the Company becomes
profitable and thereafter will be commensurate with terms and
conditions of other similar appointments on the Premium Listing of
the Main Board of the LSE.
John Peter Keyes is appointed as an Executive Director and Group
Chief Executive Officer, Stephen C. LaPointe is appointed as an
Executive Director and Group Financial Director, Victoria White is
appointed as an Executive Director and President of the Mari Signum
subsidiaries; All having annual service contracts based on the same
previous Company remuneration policy and structure of being paid a
nominal GBP1.00 per annum together with an applicable
performance-related bonus scheme, until such time that the Company
becomes profitable and/or is with enough working capital to
thereafter provide a remuneration structure commensurate with the
terms and conditions of other similar appointments on the Premium
Listing of the Main Board of the LSE.
Wade Lionel Hopkins and Shashank Mehta shall continue as
Executive Directors with an annual service contract based on the
same previous Company remuneration policy and structure of being
paid a nominal GBP1.00 per annum together with an applicable
performance-related bonus scheme, until such time that the Company
becomes profitable and/or is with enough working capital to
thereafter provide a remuneration structure commensurate with the
terms and conditions of other similar appointments on the Premium
Listing of the Main Board of the LSE.
Professor Georg Holländer is to be appointed as Senior
Independent Non-Executive Director for an initial period of 1 year
and has entered into a letter of appointment subject to
confirmation by Oxford University with remuneration of GBP38,600
per annum until the Company becomes profitable and thereafter will
be commensurate with terms and conditions of other similar
appointments on the Premium Listing of the Main Board of the
LSE.
Michael Jonathan Simon and Koji Fusa shall continue as
Non-Executive Directors of the Buyer and will enter into letters of
appointment in an agreed form with remunerations to be not less
than GBP8,000 per annum until the Company becomes profitable and
thereafter will be commensurate with terms and conditions of other
similar appointments on the Premium Listing of the Main Board of
the LSE.
Biographies for each of the new Directors will be available on
the Ross Group website (www.ross-group.co.uk)
At the date of this announcement, no new Directors have any
holdings in the Ordinary Shares of the Company.
There are no further details required to be disclosed pursuant
to Listing Rule 9.6.13R.
AGM
Notice of the Annual General Meeting of the Company will be sent
to Shareholders shortly after this Announcement.
The AGM is scheduled to be held at 3.00 p.m. on 19th October
2018 at Carter Backer Winter offices, 66 Prescot street, London E1
8NN, United Kingdom.
Ross Group Chairman & CEO, Barry Richard Pettitt, made the
following statement:
"This is an excellent acquisition for Ross Group Plc and its
shareholders, which I see as being the starting point of a new
development to our existing business for the Group and the
opportunity for Mari Signum and Prometheus to become one of the
leading supply chain providers of Chitin. I would also like to
welcome all our new Executive and Non-Executive Directors to our
Group management team and, in particular, I am very honoured to
have Professor Georg Holländer to join as our Senior Independent
Non-Executive Director. Professor Holländer is the current Hoffmann
and Action Medical Research Professor of Developmental Medicine at
Oxford University and is an expert in the field where Chitin has
potential biomedical applications.."
For further information please contact:
Ross Group
Wade Lionel Hopkins +44781 134 5456
or
Shashank Mehta shashi.mehta@ross-group.co.uk
IMPORTANT NOTICE
This announcement contains inside information as defined under
the Market Abuse Regulation (EU) No. 596/2014 ("MAR").
This announcement has been issued by, and is the sole
responsibility of, Ross Group Plc.
This announcement is for information purposes only and is not
intended to and does not constitute or form part of any offer or
invitation to purchase or subscribe for, or any solicitation to
purchase or subscribe for, Ordinary Shares, including the Placing
Shares and the Consideration Shares, in any jurisdiction. No person
has been authorised to give any information or make any
representations other than those contained in this announcement
and, if given or made, such information or representations must not
be relied upon as having been authorised by or on behalf of the
Company. The Company takes no responsibility or liability for, and
can provide no assurance as to the reliability of, other
information that you may be given. The contents of this
announcement are not to be construed as legal, business or tax
advice. Each Shareholder should consult their own legal adviser,
financial adviser or tax adviser for legal, financial or tax advice
respectively. This announcement is not an offer of securities for
sale in the United States and there will be no public offer of
securities in the United States. The securities discussed herein
have not been and will not be registered under the US Securities
Act of
1933, as amended (the "Securities Act") or under the securities
law of any state or other jurisdiction of the United States and may
not be offered or sold, directly or indirectly, in or into the
United States except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act and otherwise in compliance with any applicable
securities laws of any state or other jurisdiction of the United
States. Neither the Ordinary Shares nor the Placing Shares or the
Consideration Shares have been approved or disapproved by the US
Securities and Exchange Commission, any state securities commission
or any US regulatory authority, nor have such authorities reviewed
or passed upon the adequacy or accuracy of this announcement. Any
representation to the contrary is a criminal offence in the United
States.
This announcement contains (or may contain) statements that are,
or may be deemed to be, "forward-looking statements".
Forward-looking statements are based on current expectations and
projections about future events and other matters that are not
historical fact. These forward-looking statements are sometimes
identified by the use of a date in the future or forward-looking
terminology, including, but not limited to, the words "aim",
"anticipate", "believe", "intend", "plan", "estimate", "expect",
"may", "target", "project", "will", "could" or "should" or, in each
case, their negative or other variations or words of similar
meaning. These forward-looking statements include matters that are
not historical facts and include statements that reflect the
Directors' intentions, beliefs and current expectations. By their
nature, forward-looking statements involve risks and uncertainties
because they relate to events and depend on circumstances that may
or may not occur in the future or are beyond Ross' control. They
are not guarantees of future performance and are based on one or
more assumptions. Forward-looking statements appear in a number of
places throughout this Announcement and include statements
regarding the intentions, beliefs or current expectations of Ross
Group.
Statements contained in this announcement regarding past trends
or activities should not be taken as a representation that such
trends or activities will continue in the future. Any
forward-looking statements in this announcement reflect Ross
group's view with respect to future events as at the date of this
announcement and are subject to risks relating to future events and
other risks, uncertainties and assumptions relating to the
conditions to the Acquisition being satisfied, increased leverage
as a result of the Acquisition, Ross Group's ability to integrate
the businesses and retention of key personnel, the successful
realisation of the anticipated synergies and strategic benefits and
an adequate return on its investment from the Acquisition, consumer
behaviour, result of operations, financial condition, growth,
strategy. No assurances can be given that the forward-looking
statements in this announcement will be realised.
Forward-looking statements contained in this announcement apply
only as at the date of this announcement. Subject to any
obligations under MAR, the Listing Rules and the Disclosure
Guidance and Transparency Rules or any other applicable law or
regulation, Ross Group undertakes no obligation publicly to update
or review any forward-looking statement, whether as a result of new
information, future developments or otherwise.
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
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September 27, 2018 02:00 ET (06:00 GMT)
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