Greenshields Agri Holdings PLC
02 March 2015
2 MARCH 2015
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO
DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION
This announcement is an advertisement and not an admission
document or a prospectus. It does not constitute or form part of,
and should not be construed as, an offer to sell or issue, or a
solicitation of any offer to buy or subscribe for, any securities,
nor should it or any part of it form the basis of, or be relied on
in connection with, any contract or commitment whatsoever.
Investors should not subscribe for or purchase any securities
referred to in this announcement except on the basis of information
in the admission document (the "Admission Document") to be
published by Greenshields Agri Holdings Plc, in connection with the
proposed admission of the ordinary shares in the capital of the
Company to trading on AIM, a market operated by London Stock
Exchange plc ("Admission"). Copies of the Admission Document will,
following publication, be available on the Company's website at
www.greenshieldsagri.com.
GREENSHIELDS AGRI HOLDINGS PLC
("Greenshields", the "Group" or the "Company")
INTENTION TO FLOAT ON AIM
Established agricultural business and owner of farmland
Greenshields, the farmer, owner and contractor of arable
farmland in the northern grain belt, announces that it is seeking
admission to AIM.
The northern grain belt is a phrase used by the Group to
describe the strip of arable farm land stretching up the east coast
of the UK from the Humber estuary in England to the river Tay in
Scotland ("Northern Grain Belt").
Greenshields is principally engaged in the production of grain
and currently farms over 3,500 acres of farmland in the Northern
Grain Belt, of which over 2,850 acres are owned by the Group. Upon
Admission, the Group would be the only UK publically traded company
providing investors with access to UK farmland ownership and an
established arable farming business.
The Group's growth strategy is to expand its farming operations
and to acquire further arable land at favourable prices in order to
benefit from expected appreciation in land values.
The Group is seeking the Admission of its ordinary shares to
trading on AIM in conjunction with a placing to raise approximately
GBP3.0m ("Placing"). It is intended that the proceeds of the
Placing will be used to acquire additional farmland in the Northern
Grain Belt, commencing with 220 acres in Northumberland which will
be acquired upon Admission in addition to investing in:
-- crop production, entitlement purchase, storage and transportation;
-- farm equipment; and
-- related agricultural businesses.
Well-placed to benefit from continued increase in the value of
farmland
Historically, arable land has out-performed other traditional
asset classes over the longer term. For example, Savills Market
Survey of UK Agricultural Land 2015 stated that the average value
of prime arable farmland across the UK strengthened by 14 per cent.
to GBP10,000 per acre in 2014 following a 12 per cent. rise in 2013
and a 10-year cumulative average growth of 277 per cent. In
comparison, prime London property prices grew 135 per cent. over
the 10 years to February 2014. This land appreciation trend is
expected to continue, with forecasts anticipating an increase in
value of UK farmland of between 6-8% per annum over the next five
years(1) .
The Directors believe that the Group is well placed to benefit
from continued forecast farmland value appreciation over the long
term, underpinned by a number of factors including increasing
global demand for grain; potential to generate diversified income
from the land; demand from investors for low-risk, tax-efficient
investments; and the finite supply of land.
Benefitting from some of the world's highest wheat yields
In addition to having some of the highest wheat yields in the
world thanks to fertile soil and longer daylight hours during the
summer, the Northern Grain Belt benefits from land that is
typically cheaper than that which is found further south. Using
precision farming techniques, Greenshields employs a farming
strategy that seeks to enhance the quality and productivity of the
soil to secure year on year increases in yields. In 2014
Greenshields produced yields of 9.1 tonnes of wheat per hectare,
ahead of the UK's national average of 8.6 tonnes per hectare.
Business Property Relief
The Company has been advised that its Ordinary Shares will
qualify for Business Property Relief at a rate of up to 100% which
provides Inheritance Tax Relief for investors holding them for more
than two years.
Land for Equity
It is also envisaged that the Company may use its Ordinary
Shares, in whole or in part, as consideration for further
acquisitions of land.
Outlook
The Group will continue to review acquisition opportunities and
new contract farming opportunities as and when they arise. The
Directors believe prospects for the 2015 harvest look positive.
Bill Boase, Chief Executive Officer of Greenshields, commented:
"Admission to trading on AIM would give Greenshields an excellent
currency with which to expand its operations through acquisition of
additional farmland and investment in equipment, crop production
and income diversification.
"Greenshields is a proven and professional farming business
managed by experienced operators. It is well positioned to benefit
from expected increasing global grain demand, as well as
anticipated continued increases in value of UK arable land.
"The Board is very excited about this opportunity, which would
make Greenshields the only UK publicly traded company which gives
investors access to UK farmland ownership and an established arable
farming business.
"We are committed to growing the business and delivering value
to our shareholders."
(1) Source: Savills, February 2015
- End -
Contact
Greenshields Agri Holdings PLC
Bill Boase, CEO +44 (0) 131 718 6100
Cairn Financial (Nomad)
James Caithie / Emma Earl +44 (0) 20 7148 7900
Old Park Lane Capital (Broker)
Charles Laughton / Zoe Alexander +44 (0) 20 7493 8188
Powerscourt (PR Adviser)
Sophie Moate / Simon Compton +44 (0) 20 7250 1446
NOTES TO EDITORS
About the Company
Established in 2010, Greenshields Agri Holdings plc farms over
3,500 acres of good quality arable farmland in the UK's northern
grain belt, of which it owns 2,850 acres. The Group is principally
engaged in the production of grain.
The farming operations of the Group are managed by the Farming
Director, Peter Jackson, who has an established farming track
record of over 30 years. The Group's farming operations target high
production output of grain, employing high tech "precision farming"
techniques within a commitment to a long term soil improvement
program. The Group also seeks to benefit from economies of scale
through the use of large modern equipment and operating through a
series of strategically located "hubs" which allow farming services
and equipment to be readily provided to surrounding areas using the
equipment held at each hub.
Commercial operations including marketing of the grain are
managed by the Group's Chief Executive Officer, Bill Boase, with 35
years of trading and management experience including 16 years at
Cargill International.
The Group is a member of Grainco, the leading farmer-owned grain
trading and marketing business in the North East of England and
Scotland, which provides access to competitive input contracts for
fertilisers, seed and sprays and premium price output contracts for
the grain with Grainco's local big brand customers such as Quaker,
Tennent Caledonian Breweries and Diageo.
The Group has grain storage capacity of 12,000 tonnes (10,000
tonnes of capacity being owned by the Group, with the remainder
being contracted) which affords the Group a 22 month window in
which to sell the grain so as to target optimal selling prices.
The Group seeks to source high yielding arable farmland at the
best price, typically off market through George F White, one of the
leading land agents in the Northern Grain Belt.
For further information, please go to
www.greenshieldsagri.com
Board of Directors
Patrick Rupert Cottrell (Age 69), Non-Executive Chairman
Rupert Cottrell has extensive experience both of AIM companies
and of agriculture, having been non-executive chairman of several
AIM companies and one Official List company, and being involved in
owning a family farming operation in East Anglia. He is currently
non-executive chairman of Arricano Real Estate PLC, an AIM-listed
Eastern European real estate developer. In addition he was formerly
non-executive chairman of Carpathian plc, an AIM-listed Eastern
European commercial property fund, and a non-executive director of
the PFI Infrastructure Company plc, an AIM-listed infrastructure
fund which was taken private in 2007. He was also non-executive
chairman of Infrastructure India plc, an AIM-listed infrastructure
fund, and of Diamond Circle Capital plc, listed on the Main Market
of the London Stock Exchange. His background in financial services
includes executive director positions at a number of London
investment management firms and four years as a director of the
Financial Intermediaries, Managers and Brokers Regulatory
Association (FIMBRA), a regulator which is now part of the FCA. He
is a fellow of the Chartered Securities Institute. Rupert was
appointed as a Director of the Company on 9 October 2014.
William (Bill) Henry Boase (Age 57), Chief Executive Officer
Bill Boase spent 16 years with Cargill International, including
positions as Head Corn Trader, Head Soybean Trader and Head of
Ocean Transportation. He co-founded Greenshields Shipping, a
successful shipping, trading and investment business in 1997,
taking delivery of a newly built panamax bulk carrier in 1999. In
2010 Greenshields Shipping took the decision to alter its
investment focus from mineral shipping to agriculture. Bill
co-founded the Group in that year, and has been a Director of the
Company since its incorporation.
Jay Charles Goodgal (Age 59), Vice Chairman
Jay Goodgal has over 29 years' experience investing in
securities with a focus on the maritime transportation, logistics
and commodity industries. He is Managing Director of Castalia
Partners Limited and Managing Member of Castalia Advisors LLC
investment management companies and founding shareholder of
Greenshields Shipping, and in conjunction with Mr. Boase redirected
that company's investment focus from mineral shipping to
agriculture. He co-founded the Group and has been a Director of the
Company since its incorporation. In addition to his role as Vice
Chairman, he is responsible for business strategy and
development.
Peter Alan Jackson (Age 55), Farming Director
Peter Jackson has built up a farming business in the Northern
Grain Belt covering 5,000 acres in various locations up to 40 miles
from his base in Ponteland. He has been contract farming for over
20 years. He was also a founding director of Tynegrain/GrainCo in
1983, becoming Vice Chair in 2003 and Chairman in 2011. Between
1998 and 2011 he was responsible for the operations of farms near
Gdansk in Poland. He was a board member of the UK Government's
Regional Development Agency from 2006 to 2012 with annual budget of
GBP280 million, comprising European and UK funding, where he was a
member of both the Regeneration Project and General Finance
Committees. He is currently a member of the Policy Board of
Northumberland County Council and a member of the national Local
Government Association's Improvement and Innovation Board. Peter
was appointed as a Director of the Company on 9 October 2014.
James David McKenna (Age 49), Finance Director
James McKenna has over 23 years' experience as a Chartered
Accountant, working with KPMG before moving to Ethicon, a
subsidiary of Johnson & Johnson. He has been involved in the
shipping, investment and trading business since 1996 and since 1998
he has been the Finance Director of Greenshields Shipping and
affiliated companies. James also became the Finance Director of the
Group when it was founded in 2010, and has been a Director of the
Company since its incorporation.
David Campbell (Age 63), Non - Executive
David Campbell was formerly Chairman and Chief Executive of DSG
Insurance Services, a subsidiary of Dixons plc. Prior to that he
was head of Willis plc's European captive management operations. He
has previously been a director of a Managing Agency of Lloyds and
Royal Skandia Life Assurance Ltd. As well as GAH, he is also
non-executive director of a number of Isle of Man regulated
insurance companies. David has been a Director of the Company since
its incorporation.
Robert Richard Jones (Age 66), Non - Executive
Robert Jones is a director of Douglas Aviation (Isle of Man)
Limited, a corporate services provider licensed by the Isle of Man
FSC. Robert is currently director to a number of companies in the
aviation and transport sector. He is a fellow of the Institute of
Chartered Accountants in England and Wales. Robert has been a
Director of the Company since its incorporation.
Portfolio Overview
Property Acreage Status
----------------------------- -------- -----------------
Eshott, Northumberland 69 Owned and farmed
Harlow Hill, Northumberland 539 Owned and farmed
Spott Farm, East Lothian 1,512 Owned and farmed
Lemington, Berwickshire 739 Owned and farmed
----------------------------- -------- -----------------
Total Owned 2,859
East Lothian 678 Farmed only
----------------------------- -------- -----------------
Total 3,537
----------------------------- -------- -----------------
Forward-looking statements
This announcement may include forward-looking statements
regarding the Group's financial position, business strategy, plans
and objectives of management for future operations or statements
relating to expectations in relation to dividends. Forward-looking
statements are sometimes identified by the use of forward-looking
terminology such as "targets", "believes", "expects", "aims",
"intends", "plans", "will", "may", "anticipates", "would", "could"
or similar expressions or the negative thereof, are forward-looking
statements. Such forward-looking statements involve known and
unknown risks, uncertainties and other important factors beyond the
Group's control that could cause the actual results, performance,
achievements of or dividends paid by the Group to be materially
different from actual results, performance or achievements, or
dividend payments expressed or implied by such forward-looking
statements. Such forward-looking statements are based on numerous
assumptions regarding the Group's net asset value, present and
future business strategies and income flows and the environment in
which the Group will operate in the future.
These forward-looking statements speak only as of the date of
this announcement. Save as required by law or the AIM Rules for
Companies, each of the Group, Cairn Financial Advisers LLP
("Cairn") and Old Park Lane Capital plc ("Old Park Lane") expressly
disclaim any obligation or undertaking to disseminate any updates
or revisions to any forward-looking statements contained herein to
reflect any change in the Group's expectations with regard thereto,
any new information or any change in events, conditions or
circumstances on which any such statements are based, unless
required to do so by law or any appropriate regulatory
authority.
Important Notice
The contents of this announcement, which have been prepared and
issued by, and are the sole responsibility of the Company, have
been approved solely for the purposes of section 21(2)(b) of the
Financial Services and Markets Act 2000 (as amended) ("FSMA") by
Cairn Financial Advisers LLP, which is authorised and regulated by
the Financial Conduct Authority.
Neither this announcement nor any copy of it may be taken or
transmitted, directly or indirectly, into the United States,
Australia, Canada, Japan, the Republic of Ireland or the Republic
of South Africa or to any persons in any of those jurisdictions or
any other jurisdiction where to do so would constitute a violation
of the relevant securities laws of such jurisdiction.
This announcement does not constitute or form part of any offer
or invitation to sell or issue, or any solicitation of any offer to
purchase or subscribe for any shares or other securities to any
person in the United States or any other jurisdiction nor shall it
(or any part of it) or the fact of its distribution, form the basis
of, or be relied on in connection with, or act as an inducement to
enter into any contract or commitment whatsoever. The Placing and
the distribution of this announcement and other information in
connection with the Placing and Admission in certain jurisdictions
may be restricted by law, and persons into whose possession this
announcement, or any document or other information referred to
herein comes should inform themselves about and observe any such
restriction. Any failure to comply with these restrictions may
constitute a violation of the securities laws of any such
jurisdiction.
The ordinary shares of the Company ("Ordinary Shares") have not
been and will not be registered under the US Securities Act of
1933, as amended (the "Securities Act") or with any regulatory
authority or under applicable securities laws of any state or other
jurisdiction of the United States, and may not be offered, sold,
resold, pledged, delivered, distributed or transferred, directly or
indirectly, into or within 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 state and local securities laws.
There will be no public offering of securities in the United States
or elsewhere.
The Ordinary Shares have not been and will not be registered
under the applicable securities laws of Australia, Canada, Japan,
the Republic of Ireland or the Republic of South Africa and,
subject to certain exceptions, may not be offered or sold, directly
or indirectly, in Australia, Canada, Japan or the Republic of
Ireland or the Republic of South Africa. There will be no public
offering of securities in Australia, Canada, Japan, the Republic of
Ireland, the Republic of South Africa or elsewhere.
This announcement is only addressed to, and directed at, persons
in the United Kingdom who (i) are persons who have professional
experience in matters relating to investments falling within
Article 19(5) of the UK Financial Services and Markets Act 2000
(Financial Promotion) order 2005 (the "Order"), (ii) are persons
who are high net worth entities falling within Articles 49(2) of
the Order, and (iii) to persons to whom it may otherwise be lawful
to communicate it to (all such persons being referred to as
"relevant persons"). Any investment or investment activity to which
this announcement relates is available only to relevant persons in
the United Kingdom, and will be engaged in only with such persons.
Other persons should not rely or act upon this announcement or any
of its contents.
Any purchase or subscription of Ordinary Shares in the proposed
Placing should be made solely on the basis of the information
contained in the Admission Document to be issued by the Company in
connection with Admission. None of the Company, Cairn, Old Park
Lane or any of their respective affiliates, their respective
directors, officers, partners, employees, advisers or agents or
advisers or any other person, accepts any responsibility or
liability whatsoever for, or makes any representation or warranty,
express or implied, as to the truth, accuracy, completeness or
fairness of the information or opinions contained in, in this
announcement (or whether any information has been omitted from this
announcement) or of any other information relating to the Company
or its Group, whether written, oral or in a visual or electronic
form, and howsoever transmitted or made available or for any loss
howsoever arising from any use of this announcement or its
contents, or otherwise arising in connection therewith. No reliance
may or should be placed by any person for any purpose whatsoever on
the information contained in this announcement or on its
completeness, accuracy or fairness. The information in this
announcement is subject to change and does not purport to be full
or complete. None of the Company, Cairn or Old Park Lane undertakes
to provide the recipient of this announcement with any additional
information, or to update this announcement or to correct any
inaccuracies, and the distribution of this announcement shall not
be deemed to be any form of commitment on the part of the Company
to proceed with the Placing, Admission or any transaction or
arrangement referred to herein. This announcement has not been
approved by any competent regulatory authority.
Cairn, which is authorised and regulated in the United Kingdom
by the Financial Conduct Authority, is acting exclusively for the
Company and no one else in connection with the Placing and
Admission, and will not regard any other person (whether or not a
recipient of this announcement) as a client in relation to the
Placing and Admission, and will not be responsible to anyone other
than the Company for providing the protections afforded to its
clients or for providing advice in relation to the Placing,
Admission or any transaction, arrangements or other matters
referred to in this announcement.
Old Park Lane, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting exclusively
for the Company and no one else in connection with the Placing and
Admission, and will not regard any other person (whether or not a
recipient of this announcement) as a client in relation to the
Placing and Admission, and will not be responsible to anyone other
than the Company for providing the protections afforded to its
clients or for providing advice in relation to the Placing,
Admission or any transaction, arrangements or other matters
referred to in this announcement.
Apart from the responsibilities and liabilities, if any, which
may be imposed on Cairn or Old Park Lane by FSMA or the regulatory
regime established thereunder, neither of Cairn or Old Park Lane
accept any responsibility whatsoever, and makes no representation
or warranty, express or implied, in relation to the contents of
this announcement, including its accuracy, completeness or for any
other statement made or purported to be made by it or on behalf of
it, the Company, its directors or any other person, in connection
with Admission or the Placing, and nothing in this announcement
shall be relied upon as a promise or representation in this
respect, whether as to the past or the future. Each of Cairn and
Old Park Lane accordingly disclaim all and any liability
whatsoever, whether arising in tort, contract or otherwise (save as
referred to above), which it might otherwise have in respect of
this announcement or any such statement.
The date of Admission may be influenced by factors such as
market conditions. There is no guarantee that the Admission
Document will be published or that the Placing and Admission will
occur, and you not should base your financial decisions on the
Company's intentions in relation to the Placing and Admission at
this stage. Acquiring investments to which this announcement
relates may expose an investor to a significant risk of losing all
of the amount invested. The value of shares can decrease as well as
increase. This announcement does not constitute a recommendation
concerning the Placing. Persons considering investment in the
Company should seek their own financial advice immediately from
their stockbroker, solicitor, accountant or other independent
adviser authorised under FSMA, who specialises in advising on the
acquisition of shares and other securities, if you are in the
United Kingdom, or any appropriately authorised person under
applicable laws, if you are located in any other jurisdiction.
This information is provided by RNS
The company news service from the London Stock Exchange
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