TIDMAGTA
RNS Number : 9678N
Agriterra Ltd
14 August 2017
The information communicated within this announcement is deemed
to constitute inside information as stipulated under the Market
Abuse Regulations (EU) No. 596/2014. Upon the publication of this
announcement, this inside information is now considered to be in
the public domain.
Agriterra Ltd / Ticker: AGTA / Index: AIM / Sector:
Agriculture
14 August 2017
Agriterra Ltd ('Agriterra' or the 'Company')
Subscription of New Shares Raising $4.32 million
Proposed Board Changes, Waiver of Rule 9 of the Takeover Code
and
Notice of General Meeting
Agriterra Limited, the AIM listed African agricultural company,
is pleased to announce, subject to shareholder approval, a proposed
Subscription for new Ordinary Shares in the Company, raising
approximately $4.32 million.
Summary of the Proposed Subscription:
-- Cash subscription by Magister Investments Limited
("Magister") for 1,062,243,291 new Ordinary Shares
-- Subscription price of 0.3126 pence per Ordinary Share,
represents a premium of 60.3 per cent. to the closing share price
of the Company as at 11 August 2017
-- Magister will hold 50.01 per cent. of the Enlarged Share
Capital immediately following completion of the Subscription
-- Strengthening of the Board with the appointments of Mr.
Hamish Rudland, Mr. Gary Smith and Mr. Brendan Scott. Mr. Groves
will also step down from the Board immediately following the
General Meeting
Caroline Havers, Non-Executive Chair of Agriterra said: "This
proposed investment comes at a pivotal time in the development of
Mozambique's agricultural markets, and I am confident that this
injection of capital will position Agriterra strongly as we look to
build and grow our grain and beef businesses. Following the end of
a two-year drought, coupled with an ameliorating political and
economic environment which is attracting increasing foreign
investment to Mozambique, we believe the agricultural platform
which we have established is now ripe for growth.
"Importantly, this investment not only provides us with
significant capital to execute our development plans, but also
brings with it the skills and operational expertise that will
strengthen our board and enable Agriterra to deliver its strategy
of becoming a leading food producer in sub-Saharan Africa."
A circular is being posted to shareholders today, which includes
a notice of General Meeting to be held at 11.00 a.m. on 14
September 2017, to explain the background to and reasons for the
Waiver and to seek its approval, and to explain why the Independent
Directors believe that the Waiver is in the best interests of the
Company and its Shareholders as a whole and to recommend that
Independent Shareholders vote in favour of the Resolutions to be
proposed at the General Meeting.
For further information please visit www.agriterra-ltd.com or
contact:
Daniel Cassiano-Silva Agriterra Ltd Tel: +44 (0)
20 7408 9200
David Foreman Cantor Fitzgerald Tel: +44 (0)
Europe 20 7894 7000
Michael Reynolds Cantor Fitzgerald Tel: +44 (0)
Europe 20 7894 7000
Susie Geliher St Brides Partners Tel: +44 (0)
20 7236 1177
The following has been extracted from the circular which will be
available from 7:00 a.m. on 15 August 2017 on the Company's
website: www.agriterra-ltd.com. Unless the context otherwise
requires, defined terms herein shall have the same meaning as
ascribed to them in the Circular.
1. Introduction
On 14 August 2017, Agriterra announced that it had conditionally
raised approximately $4.32 million before expenses by way of a cash
subscription by Magister for 1,062,243,291 new Ordinary Shares
(assuming no other issuances of Ordinary Shares occur prior to
Subscription and Admission) at a price of 0.3126 pence per Ordinary
Share, such that Magister will hold 50.01 per cent. of the Enlarged
Share Capital immediately following completion of the
Subscription.
Magister is a private limited company incorporated in the
Republic of Mauritius, wholly owned by Mauritius International
Trust Company Limited, as trustee of the Casa Trust (a Mauritius
registered trust). Mr. Hamish Rudland is the settlor of the Casa
Trust and the beneficiaries of the Casa Trust are Mr. Rudland, his
wife, Mrs. Bridgette Rudland and their three children (all of whom
are under 18 years old). Under presumption 5 of the City Code these
family members are presumed to be in concert as they are close
relatives. Neither Magister nor its concert parties (as defined in
the City Code) currently hold or are beneficially interested in any
Ordinary Shares or any other securities in Agriterra.
An initial heads of terms was entered into between the Company
and Magister on 8 June 2017, under which the parties agreed,
subject to contract, that the Subscription would be undertaken at a
price of 0.32 pence per Ordinary Share; this pricing represented a
significant premium of 52.4 per cent. to the Closing Price of 0.21
pence per Ordinary Share on 7 June 2017. Due to the functional
currency of the Group being USD, the parties subsequently agreed in
principle, on 15 June 2017, that the Subscription would be
undertaken in USD and agreed to fix the exchange rate to
USD1.27:GBP1 thereby setting the Subscription Price and the agreed
aggregate subscription commitment; these terms were later reflected
in the conditional subscription agreement dated 14 August 2017
between the Company and Magister (further details of which are
provided elsewhere in this document). Subsequent exchange rate
movements mean the sterling equivalent Subscription Price is 0.3126
pence per Ordinary Share, as at the last business day prior to the
date of this Circular. The Subscription Price represents a premium
of 60.3 per cent. to the closing share price of the Company as at
11 August 2017 (being the latest practicable date prior to the
publication of this Circular).
The Subscription Shares will rank pari passu in all respects
with Ordinary Shares in issue prior to completion of the
Subscription, including the right to receive all dividends and
other distributions declared following Admission.
The Subscription, which has been granted the Waiver by the
Panel, is conditional, inter alia, upon Admission of the
Subscription Shares and passing of the Resolutions at the General
Meeting notice of which is set out at the end of this document.
Should Shareholder approval not be obtained at the General Meeting,
the Subscription will not proceed.
The purpose of this document is to:
(a) explain the background to, and reasons for, the Subscription;
(b) explain why the Directors believe that the Subscription is
in the best interests of Shareholders as a whole;
(c) provide further detail in relation to the Whitewash
Resolution and the implications to Shareholders of the Waiver;
and
(d) recommend that, where entitled to do so, Shareholders vote
in favour of the Resolutions to be proposed at the General
Meeting.
2. The Subscription
The Subscription is to be made pursuant to a conditional
subscription agreement dated 14 August 2017 between the Company and
Magister, whereby Magister agreed to subscribe for the Subscription
Shares (at the Subscription Price). As noted above, the
Subscription is conditional, inter alia, upon Admission of the
Subscription Shares and passing of the Resolutions at the General
Meeting.
On completion of the Subscription, Magister will be interested
in 50.01 per cent. of the Enlarged Share Capital and total voting
rights of the Company.
The City Code applies to the Company and as such the
Shareholders are entitled to the protections afforded by the City
Code, as described in Section 4 below.
Without a waiver of the obligations under Rule 9 of the City
Code, the Subscription would require Magister to make a general
offer for any class of equity share capital of the Company whether
voting or non-voting and also to the holders of any other class of
transferable securities of the Company carrying voting rights. The
Panel has agreed to such Waiver (subject to the Whitewash
Resolution being approved at the General Meeting (on a poll) by
"independent shareholders", such that any Shareholder presumed to
be acting in concert with Magister will be disenfranchised from
voting. As neither Magister, nor any member of the Concert Party
currently hold any Ordinary Shares, all of the Shareholders of the
Company will be deemed to be "independent shareholders" for the
purposes of the Whitewash Resolution.
Further details of the Subscription Agreement are set out in
paragraph 7 of Part II of the Circular. There are no further
arrangements made by the Company in connection with, or dependent
on, the Subscription Agreement.
Admission, settlement and dealings
The Subscription Shares will on Admission, rank pari passu in
all respects with the Existing Ordinary Shares and will rank in
full for all dividends and other distributions declared, made or
paid in respect of the Existing Ordinary Shares after Admission.
Application will be made to the London Stock Exchange for the
Subscription Shares to be admitted to trading on AIM. Subject to
certain conditions, it is expected that Admission will become
effective and that dealings in respect of such Subscription Shares
will commence at 8.00 a.m. on 15 September 2017.
3. Use of proceeds
The amount being raised pursuant to the Subscription is expected
to be $4.32 million gross and approximately $4.24 million net of
all expenses, assuming no other issuances of Ordinary Shares occur
prior to Subscription and Admission.
The Board and Magister expect that the net proceeds of the
Subscription will be used:
-- to strengthen the existing operations of the Company's Beef
division in Mozambique and take advantage of the anticipated growth
in northern Mozambique arising primarily from the development of
the natural gas resources, both in terms of camps supporting these
projects and the general local area; and
-- for general working capital purposes, in particular:
o for animal and grain inventory purchases; and
o to reduce the Group's requirements to draw down additional
external banking facilities, thereby limiting exposure to high
financing costs currently being experienced in Mozambique (at
present ranging between 26.25 per cent. and 28.50 per cent. on the
Group's borrowings).
4. City Code on Takeovers and Mergers
Under Rule 9 of the City Code, any person who acquires an
interest (as such term is defined in the City Code) in shares
which, taken together with the shares in which he and persons
acting in concert with him are interested, carry 30 per cent. or
more of the voting rights in a company which is subject to the City
Code, is normally required to make a general offer to all of the
remaining shareholders to acquire their shares.
Similarly, when any person, together with persons acting in
concert with him, is interested in shares which in aggregate carry
not less than 30 per cent. of the voting rights but does not hold
shares carrying more than 50 per cent. of the voting rights of such
a company, a general offer will normally be required if any further
interest in shares are acquired by any such person which increases
the percentage of shares carrying voting rights. These limits apply
to the entire concert party as well as the total beneficial
holdings of individual members. Such an offer would have to be made
in cash at a price not less than the highest price paid by him, or
by any member of the group of persons acting in concert with him,
for any interest in shares in the company during the 12 months
prior to the announcement of the offer.
You should note that if the Subscription completes, Magister
will hold 50.01 per cent. of the voting rights of the Company. In
these circumstances, Magister would be permitted to make further
purchases of Ordinary Shares without incurring an obligation under
Rule 9 to make a general offer to all holders of Ordinary Shares.
As long as the Concert Party holds more than 50 per cent.,
individual members of the Concert Party will be allowed to increase
their holdings subject to Note 4 of Rule 9.1. As the Concert Party
will hold more than 50 per cent. of the voting rights of the
Company, members of the Concert Party (for so long as they continue
to be treated as acting in concert) may accordingly increase their
aggregate interest in shares without incurring any obligation under
Rule 9 to make a general offer, although individual members of the
Concert Party will not be able to increase their percentage
interests in shares through or between a Rule 9 threshold without
Panel consent.
The Panel has agreed, subject to the Whitewash Resolution being
passed by Shareholders on a poll, to waive the requirement under
Rule 9 of the City Code for Magister to make a mandatory offer for
the entire issued ordinary share capital of the Company as would
otherwise be required.
The Whitewash Resolution is subject to the approval of
Shareholders on a poll where each Shareholder will be entitled to
one vote for each Ordinary Share held.
The Directors believe that it is in the best interests of the
Company that the Whitewash Resolution be passed.
5. About Magister
Magister was established as a diversified investment vehicle
focused on investments in Central and South Eastern Africa.
As described above, Magister is private limited company
incorporated in the Republic of Mauritius on 10 September 2014
under the name "Magister Zimbabwe Limited" (its name having been
changed to "Magister Investments Limited" on 20 June 2016).
Magister is wholly owned by Mauritius International Trust
Company Limited, as trustee of the Casa Trust (a Mauritius
registered trust). Mr. Hamish Rudland is the settlor of the Casa
Trust and the beneficiaries of the Casa Trust are Mr. Rudland, his
wife, Mrs. Bridgette Rudland and their three children (all of whom
are under 18 years old). Neither Magister nor its concert parties
currently hold or are beneficially interested in any Ordinary
Shares or any other securities in Agriterra. Under the City Code
all of the foregoing are presumed to be acting in concert.
Mr. Rudland has extensive experience in owning and managing
companies in Zimbabwe, mainly in logistics, agriculture, agro
processing, distribution and property sectors. Through this
industry exposure Mr. Rudland and Magister became aware of
Agriterra's operations in Mozambique. Further details on Mr.
Rudland's background are set out at Section 8 below and further
details on Magister and Mr. Rudland are set out in paragraph 3 of
Part IV of the Circular.
6. Intentions of Magister and Mr. Hamish Rudland
Mr. Rudland has confirmed that he is not proposing, following
the Subscription, to seek any change in the general nature of the
Company's business, and has confirmed that he does not intend to
take any action through his interest in the Company via Magister's
shareholding or otherwise to alter the management of the Company
(save as noted herein), the continued employment of the Group's
employees (including any material change in conditions of
employment), the location of the Company's places of business and
the deployment of the Company's fixed assets.
Other than changes to be made in the ordinary course, Mr.
Rudland intends to conduct the business of the Company in
substantially the same manner as it is currently conducted and
there are no plans to introduce any material change to the business
of the Company. The priority is to return the Mozambique operations
to profitability, principally through increased utilisation of
assets and targeting crops and livestock that help deliver this
strategy. Once the Group's operations have been stabilised and
returned to profit, the Board will consider introducing other meat
products for sale and also consider geographic expansion.
Mr. Rudland has also confirmed he has no intention to cause the
Company to cease to maintain its AIM listing in respect of the
Ordinary Shares.
In the event that the Subscription and Waiver are approved at
the General Meeting, neither Magister nor any member of the Concert
Party will be restricted from making an offer for the Company.
7. Agriterra's business and prospects
Agriterra is a pan-African agricultural company with operations
principally focused on beef and maize trading and processing. The
audited annual report and financial statements of the Group for the
10 month period ended 31 March 2017 were published by Agriterra on
17 July 2017. A website link to the audited annual report and
financial statements is provided in Part III of the Circular.
The period ended 31 March 2017 continued to be a challenging one
for the Group as reflected in the results which show a loss after
taxation and discontinued operations of $3,774,000 (12 month period
ended 31 May 2016: loss $8,455,000), including an impairment charge
against current and non-current assets of $nil (12 month period
ended 31 May 2016: $3,069,000 arising against the Group's beef
assets in Mozambique).
As Shareholders are aware from the annual report and financial
statements, during the 10 month period ended 31 March 2017 the
Board re-focussed efforts on the Group's Grain and Beef operations
in Mozambique, following the decision to dispose of the Group's
Cocoa operations in Sierra Leone, which was completed in June
2017.
The Board and Magister hold the view that there is significant
development potential in Mozambique's
agricultural markets, for a number of factors, including the
following:
-- as a result of the natural growth in demand which will
develop as the local population gains spending power, coupled with
the expected growth uplift that is expected to arise from the
development of the liquefied natural gas ('LNG') industry in the
north of the country, which now appears to be imminent through
infrastructure and construction initiatives being implemented by a
consortium of companies, led by ENI S.p.A (and including Galp
Energia, ExxonMobile and others), which in early June 2017
announced a final investment decision to proceed with a $7bn
offshore LNG platform off the coast of Cabo Delgado, in north-east
Mozambique. This development has already started to generate
positive effects both for the country and in terms of demand for
Agriterra's products (in particular, the Group's beef).
-- since January 2017, the macro-economic and political
environment in Mozambique has improved as a result of a number of
factors, including a cease-fire agreement between FRELIMO and
RENAMO, combined with the relative strengthening (and stability) of
the Metical. Furthermore, the prevailing sentiment now is that the
donor community and the IMF may soon resume much needed support to
the Mozambique government, which is a significant positive
change.
-- two years of drought have now come to an end, with a return
to normal or higher than normal rainfall in central to northern
Mozambique, and Sub-Saharan Africa in general. The risk of damage
to the maize harvest in Mozambique from armyworm infestation has
also been alleviated and the crop is now being harvested with no
evidence of any significant effect; the result is a sizeable
harvest in many of the key staple agricultural products, including
maize, in Mozambique and the wider region, which can only be
beneficial to the poorer households who have been facing ever
rising prices.
Although, the financial period ended 31 March 2017 as a whole
was significantly and negatively impacted by the difficult trading
conditions and whilst without a significant cash injection, the
Group will not be in a position to take full advantage of
development opportunities (due to working capital constraints), the
recent environmental improvements are expected to lead to an
improvement in trading conditions going forward.
Save as disclosed in the Company's audited consolidated accounts
of the Company for the financial period
ended 31 March 2017, issued on 18 July 2017 there has been no
material or significant change in the financial or trading position
of the Company since 31 March 2017, being the date of the Company's
last audited accounts.
8. Proposed Board changes
It has been agreed that upon completion of the Subscription the
composition of the Board will change.
The Proposed New Directors will join the Board, and Andrew
Groves will step down as a director. On Admission, the Board will
comprise:
Name Appointment Remarks
---------------------- ----------------------- -------------
Caroline Havers Non-Executive Chair Director
---------------------- ----------------------- -------------
Daniel Cassiano-Silva Finance Director Director
---------------------- ----------------------- -------------
Brendan Scott Chief Operating Proposed New
Officer - Mozambique Director
---------------------- ----------------------- -------------
Hamish Bryan Non-Executive Director Proposed New
Wilburn Rudland Director
---------------------- ----------------------- -------------
Gary Ronald Smith Non-Executive Director Proposed New
Director
---------------------- ----------------------- -------------
Brief biographies of the Proposed New Directors are set out
below:
Hamish Bryan Wilburn Rudland, Non-Executive Director, aged
45
After graduating from Massey University, New Zealand in 1995, Mr
Rudland returned to Zimbabwe in 1997 and started a passenger
transport business under the brand "Pioneer Coaches". The business
grew steadily throughout the late 1990's and early 2000's, by
leveraging its balance sheet and borrowing from banks in an
inflationary economy. In the early 2000's the business diversified
into fuel tanker haulage. Thereafter, with foreign investors
pulling out of Zimbabwe due to political and economic risk, Mr
Rudland structured acquisitions of foreign-owned asset rich
companies which he then listed on the Zimbabwe Stock Exchange
(financed with external bank debt, leveraged on balance sheets with
USD assets holding their value in a hyper-inflationary economy)
including Tandem Scania in 2001, Clan Holdings Limited in 2002 and
Unifreight Limited in 2005. The latter two companies have since
been merged into Unifreight Africa Limited after "Pioneer Coaches"
initially reverse listed into Clan Holdings in 2003.
Consolidation of these different entities offered opportunities
to exploit synergies and reduce costs during the Zimbabwean
hyper-inflation era which ended in 2009. In 2009, the US Dollar
became the official trading currency of Zimbabwe, which immediately
created huge balance sheet value in the assets held by the
companies in which Mr Rudland had interests. As a result, he
continued to acquire similar assets in areas where business
synergies could be realised to grow market share.
The focus of Mr Rudland's businesses are logistics, agriculture,
agro-processing, distribution and property. Mr Rudland has
substantial investments in Zimbabwe Stock Exchange listed entities
which focus on these core competencies but also synergise where
advantages can be made. Mr. Rudland is a resident and citizen of
Zimbabwe.
Mr. Rudland is a current or past director of the following
companies:
Present Past five years
------------------------------ --------------------------
A Million Up Investments Unifreight Africa Limited
86 (Pty) Limited
------------------------------ --------------------------
CFI Holdings Limited
------------------------------ --------------------------
Dry Fly Trading (Private)
Limited t/a JCBLink
------------------------------ --------------------------
Holdsworth Holdings (Private)
Limited
------------------------------ --------------------------
Pioneer Development Company
(Private) Limited
------------------------------ --------------------------
Ramsway (Private) Limited
------------------------------ --------------------------
Scanlink (Private) Limited
------------------------------ --------------------------
Transport & Equipment
Finance Company (Private)
Limited
------------------------------ --------------------------
TSL Limited
------------------------------ --------------------------
Tredcor Zimbabwe (Private)
Limited t/a Trentyre
------------------------------ --------------------------
Umfurudzi Park (Private)
Limited
------------------------------ --------------------------
Unifreight Limited
------------------------------ --------------------------
United Transport Zimbabwe
Freight Limited
------------------------------ --------------------------
Zimre Holdings Limited
------------------------------ --------------------------
Gary Ronald Smith, Non-Executive Director, aged 49
Mr. Smith is an experienced finance professional and is
currently a non-executive director of several companies, including
Unifreight Africa Limited, a Zimbabwe based transport and logistics
group which he was Finance Director and Chief Executive Officer of
between 2013 and 2015. Mr. Smith worked in the UK for several years
where he was employed at Deutsche Bank, University of Surrey and
Foxhills Club & Resort.
Upon returning to Africa he worked for a large transport and
logistics company in Mozambique for four years before returning
home to Zimbabwe and the above positions. Mr. Smith is a Chartered
Accountant and a resident and citizen of Zimbabwe.
Mr. Smith is a current or past director of the following
companies:
Present Past five years
--------------------------- ----------------
Unifreight Africa Limited None
--------------------------- ----------------
Scanlink (Private) Limited
--------------------------- ----------------
Tredcor Zimbabwe (Private)
Limited t/a Trentyre
--------------------------- ----------------
Unifreight Limited
--------------------------- ----------------
Brendan Scott, Chief Operating Officer - Mozambique, aged 42
Having studied agriculture in the UK, Mr. Scott returned to
Zimbabwe to practice commercial farming. In 2000 he returned to the
UK and worked in the irrigation sector for two years before moving
across to the Special Works Division of ISG Plc. In 2009, Mr. Scott
founded ESP International Limited which focused on Fuel Logistics,
Quarrying Aggregates and manufacturing Concrete Products,
Construction Services, Heavy Earth Moving Equipment and Plant Hire
in the East and Southern African regions. He joined Agriterra in
2015 as the Chief Operating Officer for Mozambique.
Mr. Scott is a current or past director of the following
companies:
Present Past five years
-------------------------- ----------------
ESP International Limited None
-------------------------- ----------------
As at the date of the Circular, none of the Proposed New
Directors have a beneficial interest in the issued share capital of
the Company. Mr Smith is a director of Unifreight and is therefore
well known to Mr Rudland, who also sits on the same board. Mr Scott
is employed by the Company as the Chief Operation Officer -
Mozambique and is therefore ideally placed to provide operational
insight to the Board.
There are no other matters under paragraph (g) of Schedule 2 of
the AIM rules to be disclosed in connection with the Proposed New
Directors.
For completeness, brief biographies of the Continuing Directors
are set out below:
Caroline Havers, Non-Executive Chair, aged 58
Ms. Havers is a highly experienced litigation/dispute resolution
lawyer having spent 30 years in international law firms working
with clients operating in a variety of African jurisdictions and
industry sectors. During her legal career, Ms. Havers has been both
a partner and managing director of different law firms. She
currently serves as compliance officer of the London office of a US
law firm, provides ad hoc compliance and legal services to various
clients and is a qualified CEDR Mediator (over 15 years'
experience).
Daniel Cassiano-Silva, Finance Director, aged 39
Mr Cassiano-Silva has over 16 years of financial experience and
a wealth of operational expertise gained in Mozambique, South
Africa, Sierra Leone and the Democratic Republic of Congo with AIM
quoted Paragon Resources PLC from 2009 until 2013 (where he held
senior positions as Group Controller and Compliance Officer and
Chief Financial Officer) and later Agriterra from 2013 to date
(where he holds the position of Finance Director). During this time
he played a pivotal role in implementing the business plans for
these companies within the administrative and finance functions as
well as operational matters. Prior to joining Paragon, Mr
Cassiano-Silva worked with Deloitte LLP as a Senior Audit Manager
until 2009 and is a Chartered Accountant.
9. Independent advice
The City Code requires the Board to obtain competent independent
advice regarding the merits of the transaction which is the subject
of the Whitewash Resolution, the controlling position which it will
create, and the effect which it will have on the Shareholders
generally.
Cantor Fitzgerald Europe, as the Company's nominated adviser and
broker, has provided formal advice to the Board regarding the
Subscription and in providing such advice, Cantor Fitzgerald Europe
has taken into account the Directors commercial assessments.
Cantor Fitzgerald Europe confirms that it is independent of
Magister and has no commercial relationship with Magister.
10. General Meeting
The Directors currently do not have existing authorities to
allot shares. Accordingly, in order for the Company to allot and
issue the Subscription Shares, the Company needs to first obtain
approval from its Shareholders to grant to the Board the authority
to allot the Subscription Shares.
In addition to the Whitewash Resolution described at paragraphs
2 and 4 above, the Company is therefore also seeking Shareholder
authority to grant the Directors with authority to allot the
Subscription Shares.
Set out at the end of the Circular is a notice convening the
General Meeting of the Company to be held at 11:00 a.m. on 14
September 2017 at The Winchester Suite, The Washington Mayfair
Hotel, 5 Curzon Street, London W1J 5HE, at which the Resolutions
will be proposed. Please note that the summary and explanation set
out below is not the full text of the Resolutions and Shareholders
should read the full text of the Resolutions as set out in the
Notice of General Meeting before returning their Forms of
Proxy.
The Resolutions are all inter-conditional such that if any
Resolution is not passed by Shareholders at the General Meeting,
the Waiver will not be effective and Subscription will not proceed.
The Resolutions can be summarised as follows:
-- Resolution 1 - an ordinary resolution (to be taken on a poll
of the shareholders voting in person and by proxy) to seek the
approval of the shareholders to waive the obligation on Magister to
make a general offer to the remaining shareholders to acquire their
shares which would otherwise arise under Rule 9 as a result of the
Subscription; and
-- Resolution 2 - an ordinary resolution to seek the approval of
Shareholders to authorise the Directors to allot the Subscription
Shares.
11. Action to be taken
A Form of Proxy is enclosed for use by Shareholders at the
General Meeting. Whether or not Shareholders intend to be present
at the General Meeting, Shareholders are asked to complete, sign
and return the Form of Proxy to the Company's transfer agent,
Neville Registrars Limited, Neville House, 18 Laurel Lane,
Halesowen, B63 3DA, as soon as possible and, in any event, not
later than 11:00 a.m. on 12 September 2017. The completion and
return of a Form of Proxy will not preclude you from attending the
General Meeting and voting in person if you so wish. If a
Shareholder has appointed a proxy, and attends the General Meeting
in person, his proxy appointment will automatically be terminated
and his vote in person will stand in its place.
If you hold shares in CREST, you may appoint a proxy in
accordance with the procedures set out in the notice convening the
General Meeting set out at the end of the Circular.
Please note that Neville Registrars Limited cannot provide any
financial, legal or tax advice on the merits of the
Subscription.
12. Further information
Your attention is drawn to Part II of the Circular which
contains further information relating to Magister and
Agriterra.
13. Recommendation to shareholders
The Directors, who have been so advised by Cantor Fitzgerald
Europe, consider that the Waiver and the issue of Subscription
Shares are fair and reasonable and are in the best interests of the
Company and Shareholders as a whole.
Accordingly, the Board unanimously recommends Shareholders to
vote in favour of the Resolutions to be proposed as they intend to
do in respect of their own beneficial holdings which equates to
1.42 per cent. of the Issued Share Capital of the Company.
Yours faithfully
Caroline Havers
Chair
** ENDS **
This information is provided by RNS
The company news service from the London Stock Exchange
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