10 June 2019
Anglo African
Agriculture plc
(“AAA” or the
“Company”)
Proposed Acquisition of Comarco Group
and associated port operations
Proposed change of
name to Agulhas Group Africa plc
AAA is pleased to announce that it has signed conditional share
purchase agreements to acquire the entire issued share capital of a
number of companies within the Comarco group of companies
that are based in Kenya and
engaged in the port and marine logistics business (the "Proposed
Acquisition"). The consideration will be USD 30m, payable in AAA new ordinary shares at
0.5p per share. The companies are: Consolidated Marine
Contractors Limited (CMC); Comarco Properties (EPZ) Limited (CPL);
Kenya Marine Contractors (EPZ) Limited (KMC); Touchwood Investments
Limited (TIL) and Comarco Supply Base (EPZ) Limited (CSB) (
“Comarco Group”). The Proposed Acquisition is
subject, inter alia, to an equity fundraising, the
publication of a prospectus and shareholder approval in general
meeting.
Following a strategic review in 2018, AAA has been actively
seeking to expand its activities beyond the agricultural sector
while still utilising its directors’ experience and network in
sub-Saharan Africa. AAA announced on 30
August 2018 a proposed loan facility to Comarco Group to
help fund its working capital which was advanced to Comarco Group
in November 2018. This was intended
to be the first step in the diversification of AAA’s revenues and
to significantly grow the business. During the course of
identifying means to restructure Comarco Group, the Proposed
Acquisition as a solution became evident as a mutually beneficial
opportunity to help grow both companies. Comarco Group requires
access to capital markets to facilitate growth in its business,
particularly in light of the current oil and gas and infrastructure
development off the coast of East
Africa and the increased opportunities for marine logistics
companies that such development will bring. In summary, the
Proposed Acquisition would be in the best interests to both the
shareholders of AAA and Comarco Group for the following reasons
outlined below:
-
Allows the Company to acquire a reputable port and marine
logistics business at a strategic time when demand for such
businesses have increased;
-
Comarco Group has US Dollar based revenues and a strong asset
base;
-
Allows the Company to diversify and grow the revenue and income
base;
-
Allows Comarco Group wider access to capital should further
funds be required for acquisitions or any future organic
development beyond the Enlarged Group’s present plans; and
-
Increases the Company’s network of high level financial,
government, industry, and technical relationships, to support the
Company’s current and future activities, many of which are in
emerging markets.
VSA Capital is acting as financial adviser and broker to AAA and
will in due course be publishing equity research and conducting the
equity fundraising following the publication of a Share
Registration Document. In due course the Company expects to publish
a Prospectus in respect of the proposed re-admission of the shares
of the Enlarged Group (“Enlarged Group”) to trading.
Subject to completion of the Proposed Acquisition, the Company
intends to change its name to Agulhas Group Africa plc.
Reverse Takeover:
The Proposed Acquisition, if completed, would result in current
AAA shareholders having a minority interest (expected to be less
than 5%) in the Enlarged Group and would constitute a Reverse
Takeover ("RTO") under the Listing Rules. The RTO will be
subject to an affirmative vote of the Company’s shareholders and
relevant regulatory and stock exchange approvals. Accordingly, as
required by the FCA, a Share Registration Document and Prospectus
are currently being prepared. The Company is not able to determine
at this point when the Share Registration document will be
published as it will have to be submitted and approved by the
UKLA.
In due course a notice of general meeting (the "Notice
of General Meeting") will be sent to the Company's shareholders
which will, among other things, convene a general meeting of the
Company at which resolutions approving the Proposed Acquisition
will be proposed.
The RTO remains subject to certain conditions being met,
including an equity fundraising to provide sufficient working
capital for the Enlarged Group.
The Proposed Acquisition:
The consideration for the Proposed Acquisition will be satisfied
by the issue of new ordinary shares to the sellers of Comarco Group
(the “Sellers”) at 0.5p. At the same time, VSA Capital will
conduct an equity fundraising of approximately USD 15 million to fund working capital and the
growth of the Enlarged Group. It is also anticipated that there
will be a vendor placing of approximately USD 6 million to provide funds for the Sellers to
settle existing debts and related costs including capital gains
tax.
Information on Comarco Group:
Comarco Group was established in 1971, in Mombasa, Kenya before expanding its range of activities
and area of operations along the Eastern African seaboard and
throughout the Indian Ocean. Comarco Group is a group of companies
that consists of Consolidated Marine Contractors Limited (CMC);
Comarco Properties (EPZ) Limited (CPL); Kenya Marine Contractors
(EPZ) Limited (KMC); Touchwood Investments Limited (TIL) and
Comarco Supply Base (EPZ) Limited (CSB).
Comarco Group is one of the leading marine and specialised
logistics contractors in the East African region with over forty
five years’ experience. Comarco Group operates its own fleet of
tugs, barges, landing craft, supply vessels and specialised
equipment for offshore, close shore, port and beach operations from
its own private port facility, shipyard and supply base in Mombasa,
Kenya.
Comarco Port is a privately owned harbour fronting facility,
which lies on the main port channel approximately 1km to seaward
from Mombasa Port and 1km from the city centre.
Comarco Group’s business comprises of the following
activities:
-
Provision of high quality and efficient integrated port
services, including stevedoring, lighterage, stacking, warehousing,
transportation and logistics, which can handle various types of
cargo including coal, commodities, metal ores, oil and liquefied
gas, project and general cargo.
-
Provision of land and facilities to customers through long-term
leases, licences or commercial agreements with an aim to generate
consistent and predictable revenue streams.
-
Provision of the principal offshore supply base for the Oil
& Gas industry in Kenya.
Between 2010 and 2016, Apache, Anadarko and BG all used Comarco
Port as the supply base for their offshore drilling campaigns in
Kenya.
-
As a dedicated owner of vessels, Comarco Group offers
comprehensive and integrated marine logistic services to customers,
through the charter market, to meet their diverse transportation
needs.
-
Turnkey logistic solutions and project management for the Oil
& Gas and construction industries.
Over the last five years the Group has operated extensively
along the Eastern African seaboard: Kenya, Mozambique, Somalia, Comoros, Reunion Island, Mauritius, South
Africa, Tanzania and
Zanzibar. The Group is bidding on
additional work in Namibia,
Madagascar and Seychelles.
History and Development:
Comarco Group was established in 1971 initially as Diving
Contractors Limited in Mombasa, Kenya, offering commercial diving services
within the port of Mombasa.
History of Comarco Group’s marine
contracting experience
In the 1970’s, Comarco Group developed its range of activities
to include additional marine works and also expanded its operating
range to include Tanzania,
Somalia, Djibouti, Yemen and Ethiopia. In 1978, Comarco Group commenced
acquiring its first offshore support and work vessels and secured
its first oil and gas contract with Italian giant AGIP in southern
Tanzania in the same
year.
In 1982, Diving Contractors Limited changed its name to
Consolidated Marine Contractors Limited, to reflect the change in
strategy in becoming a general marine contractor and from which the
abbreviation “Comarco” is derived. In the following years, the
company successfully supported oil and gas exploration projects for
Esso Exploration in Mozambique,
Amoco in Madagascar, Somalia, Kenya and Tanzania and Shell in Tanzania.
Kenya Marine Contractors Limited was established in 1996 to
operate as the principal floating asset owning and general marine
contracting arm of Comarco Group in East
Africa. Kenya Marine Contractors was converted to an EPZ
(Export Processing Zone) company in 2003, the status of which is
maintained today.
Comarco Supply Base (EPZ) Limited was incorporated in Mombasa
and registered within the EPZ programme in 2013. This company was
to provide shore base assets, equipment and services to the
burgeoning East African offshore oil and gas industry where,
oilfield materials and equipment would be imported into the EPZ,
services performed on such materials and equipment and thereafter
exported upon completion of the project.
Over the years, a strong acquisition programme has seen Kenya
Marine Contractors and Comarco Supply Base take ownership of
numerous marine assets and support equipment, which has made
Comarco Group one of the largest marine contracting and logistics
companies based in the East African region.
History of Comarco Port
In 1974, Comarco Group acquired the freehold harbour fronting
property, Mombasa Block XLVII / 54. This was the first of four
property purchases including, in the 1980’s, a second freehold
harbour facing property Mombasa Block XLVII/65, which now comprise
the current private port area. In 1983, the Company formally
acquired the leasehold rights for plot Mombasa Block XLVII / 148
from the Kenya Port Authority, being the area reclaimed from the
sea by Comarco Group in order to expand its port operating area.
This lease was extended by both parties in 2016 for a further
thirty three year term.
In 1992, Comarco Group incorporated Comarco Properties Limited
as a property holding company to hold the two freehold titles,
Blocks 54 and 65 as well as being the registered leasehold owner of
Block 148. Comarco Properties was converted to an EPZ company in
2003, which status is maintained today.
In 2012, Comarco Group acquired Touchwood Investments Limited,
which is the registered leasehold owner from the Kenya Port
Authority of Mombasa Block XLVII / 137, comprising 4.5 acres of
adjoining harbour fronting property. This enabled Comarco Group to
build the Port to the size and capacity in which it currently
operates. The Port facility is now one of the largest privately
owned and operated ports along the East African coast and is based
within the confines of the busiest port in East Africa.
Strong Oil and Gas Cycle 2008-2014
From 2008 there was a substantial increase in oil and gas
exploration activity in the East African region, most notably in
Kenya, Tanzania and Mozambique. Comarco Group provided supply base
facilities at its Port for Apache, Anadarko, BG and ENI.
Furthermore, Comarco Group provided marine support and vessels
for ENI in Mozambique, and
StatOil, Petrobras, Heritage, BG and Fugro in Tanzania. Comarco Group also provided vessels,
marine support and project management services for the China
National Petroleum Corporation (CNPC) in Tanzania.
In addition to the oil and gas activity, there was a marked
increase in infrastructure development in the region. This
significant growth enabled Comarco Group to substantially increase
its asset base, including property, marine equipment and port
equipment assets. By acquisition and reclamation, the Port was
expanded by an additional 20,000m2 to cater for increased oilfield
demand for space and services. The Port was upgraded to comply with
international oil and gas standards and has subsequently passed
audits by BG, Shell and ENI.
The substantial capital investments in the Port, together with
the operational experience gained by both the management and
workforce during this period, places Comarco Group in a strong
position to benefit from the next cycle of oil and gas exploration
and infrastructure development in the region.
Port:
The Port totals 16.45 acres including over 40,000 m² of open
storage, covered storage space, office space and facilities, mobile
and crawler cranes up to 250 tonnes capacity, a marine engineering
workshop and a 24 hour Operations Centre. The main sufferance
wharf, with a minimum draft of 7.5 metres alongside and is capable
of handling ships of up to 130 metres Length Overall (LOA). The
wharf has direct frontage to Liwatoni Bay and the main commercial
shipping channel.
Comarco Group operates the Port on a 24-hour basis and vessels
may be loaded and discharged by experienced stevedores and winchmen
as required.
In February 2017, Comarco Port was
successfully audited and approved by Shell for marine and support
operations for its work in East
Africa. This audit demonstrates and confirms that Comarco
Group has the positioning, resources and standards to deliver on
oil and gas contracts as the industry makes a return to
East Africa.
Historical Financial Information of
Comarco Group:
The following information comprises combined financial
information based on audited financial statements of the entities
within the Comarco Group together with the revaluation of certain
investment properties.
COMBINED STATEMENT OF COMPREHENSIVE
INCOME
For the periods
|
Year ended
30 September 2018 |
Year ended 30
September 2017 |
Year ended 30
September 2016 |
Continuing Operations |
$’000 |
$’000 |
$’000 |
|
|
|
|
Revenue |
7,396 |
5,752 |
9,944 |
|
|
|
|
Cost of Sales |
(6,330) |
(2,521) |
(4,902) |
|
|
|
|
Gross profit/(loss) |
1,066 |
3,231 |
5,042 |
|
|
|
|
Other operating income |
7,467 |
1,971 |
575 |
Administrative expenses |
(1,262) |
(1,696) |
(2,137) |
Other operating expenses |
(2,828) |
(4,115) |
(2,134) |
Net Related party write offs |
(706) |
(11,598) |
- |
|
|
|
|
Operating profit/(loss) |
3,737 |
(12,207) |
1,346 |
|
|
|
|
Finance costs |
(2,507) |
(2,306) |
(1,457) |
|
|
|
|
Profit/(loss) before tax |
1,230 |
(14,513) |
(111) |
|
|
|
|
Tax (charge)/credit |
(339) |
(514) |
440 |
|
|
|
|
Net Profit/(loss) |
891 |
(15,027) |
329 |
|
|
|
|
Other comprehensive
income: |
|
|
|
Items that will or may be
reclassified to profit or loss: |
|
|
|
Revaluation of plant and
equipment |
36,436 |
- |
- |
|
|
|
|
Items that will not be
reclassified to profit or loss: |
|
|
|
Deferred tax relating to items that
will not be reclassified |
(2,048) |
- |
- |
Total comprehensive
income |
35,279 |
(15,027) |
329 |
COMBINED STATEMENTS OF FINANCIAL
POSITION
As at
|
Year
ended
30
September
2018 |
Year
ended 30 September 2017 |
Year
ended 30 September 2016 |
|
|
$’000 |
$’000 |
$’000 |
|
Non-current
assets |
|
|
|
|
Property, plant and equipment |
59,673 |
24,474 |
26,966 |
|
Investment property |
11,905 |
4,719 |
4,810 |
|
|
71,578 |
29,193 |
31,776 |
|
Current assets |
|
|
|
|
Trade and other receivables |
4,683 |
5,592 |
22,778 |
|
Inventories |
228 |
226 |
263 |
|
Cash and cash equivalents |
185 |
223 |
456 |
|
Tax recoverable |
21 |
26 |
27 |
|
|
5,117 |
6,067 |
23,524 |
|
|
|
|
|
|
Total assets |
76,695 |
35,260 |
55,300 |
|
|
|
|
|
|
|
|
|
|
|
Equity attributable to owners of
the parent |
|
|
|
|
Share capital |
1,697 |
1,697 |
1,697 |
|
Other reserve |
38,871 |
4,456 |
4,723 |
|
Retained earnings |
(4,274) |
(5,165) |
9,862 |
|
Total equity |
36,294 |
988 |
16,282 |
|
|
|
|
|
|
|
|
|
|
|
Non-current liabilities |
|
|
|
|
Borrowings |
16,172 |
15,657 |
14,719 |
|
Deferred tax |
2,856 |
474 |
- |
|
|
19,028 |
16,131 |
14,719 |
|
|
|
|
|
|
Current liabilities |
|
|
|
|
Trade and other payables |
8,396 |
5,862 |
11,662 |
|
Tax payable |
7 |
- |
- |
|
Borrowings |
12,967 |
12,253 |
12,592 |
|
Other accrued liabilities |
3 |
26 |
45 |
|
|
21,373 |
18,141 |
24,299 |
|
|
|
|
|
|
Total liabilities |
40,401 |
34,272 |
39,018 |
|
|
|
|
|
|
Total equity and
liabilities |
76,695 |
35,260 |
55,300 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COMBINED STATEMENT OF CHANGES IN
EQUITY
|
|
Share
capital |
Other
reserve |
Retained
earnings |
Total |
|
|
$’000 |
$’000 |
$’000 |
$’000 |
Balance as at 01 October
2015 |
|
1,697 |
4,204 |
9,533 |
15,434 |
Profit |
|
- |
- |
329 |
329 |
Currency translation
differences |
|
- |
519 |
- |
519 |
Other comprehensive income |
|
- |
- |
- |
|
Total comprehensive income for
the year |
|
- |
519 |
329 |
848 |
Balance as at 30 September
2016 |
|
1,697 |
4,723 |
9,862 |
16,282 |
|
|
|
|
|
|
Balance as at 01 October
2016 |
|
1,697 |
4,723 |
9,862 |
16,282 |
Loss |
|
- |
- |
(15,027) |
(15,027) |
Currency translation
differences |
|
- |
(267) |
- |
(267) |
Other comprehensive income |
|
- |
- |
- |
|
Total comprehensive income for
the year |
|
- |
(267) |
(15,027) |
(15,294) |
Balance as at 30 September
2017 |
|
1,697 |
4,456 |
(5,165) |
988 |
|
|
|
|
|
|
Balance as at 01 October
2017 |
|
1,697 |
4,456 |
(5,165) |
988 |
Profit |
|
- |
- |
891 |
891 |
Currency translation
differences |
|
- |
27 |
- |
27 |
Other comprehensive income |
|
- |
34,388 |
- |
34,388 |
Total comprehensive income for
the period |
|
- |
34,415 |
891 |
35,255 |
Balance as at 30 September
2018 |
|
1,697 |
38,871 |
(4,274) |
36,294 |
COMBINED CASH FLOW STATEMENTS
For the periods
|
Year
ended
30 September 2018 |
Year
ended 30 September 2017 |
Year
ended 30 September 2016 |
|
|
$’000 |
$’000 |
$’000 |
|
Cash flows from
operating activities |
|
|
|
|
Profit/(Loss) |
1,230 |
(14,513) |
(112) |
|
Adjustments for: |
|
|
|
|
Depreciation and amortisation |
1,225 |
1,314 |
1,397 |
|
Interest expense |
3,037 |
2,057 |
1,981 |
|
Profit/(Loss) on disposal of
property plant and equipment |
413 |
340 |
(19) |
|
Revaluation of investment
property |
(7,081) |
- |
- |
|
Changes in working capital - |
|
|
|
|
Other accrued liabilities |
(24) |
(18) |
(27) |
|
Inventories |
3 |
32 |
308 |
|
Trade and other receivables |
1,046 |
16,809 |
(4,355) |
|
Trade and other
payables |
2,395 |
(5,603) |
5,421 |
|
Cash generated from
operations |
2,244 |
418 |
4,594 |
|
Income taxes paid |
- |
(38) |
(99) |
|
Interest expense |
(3,037) |
(2,057) |
(1,981) |
|
Net cash flows from operating
activities |
(793) |
(1,677) |
2,514 |
|
|
|
|
|
|
Investing activities |
|
|
|
|
Purchase of property, plant and
equipment |
(133) |
- |
(1,129) |
|
Sale of property, plant and
equipment |
330 |
334 |
1,299 |
|
Net cash used in investing
activities |
197 |
334 |
170 |
|
|
|
|
|
|
Financing activities |
|
|
|
|
Proceeds from borrowing |
4,746 |
1,231 |
2,820 |
|
Repayments from borrowing |
(390) |
(390) |
(4,749) |
|
Net cash generated from financing
activities |
4,356 |
841 |
(1,929) |
|
|
|
|
|
|
Net increase in
cash and cash equivalents |
3,760 |
(502) |
755 |
|
Cash and cash equivalents at
beginning of period |
(7,669) |
(7,306) |
(7,802) |
|
Exchange differences on cash and
cash equivalents |
(275) |
139 |
(259) |
|
Cash and cash equivalents at end
of period |
(4,184) |
(7,669) |
(7,306) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The proposed changes to the Board:
Upon Re-Admission of the Enlarged Group, Andrew Monk, David Lenigas, and George Roach will resign from the Board.
Matt Bonner and Robert Scott will remain.
The following table lists the names and positions of the
Proposed Directors of the Enlarged Group upon Re-Admission:
Name |
Position |
Brian Hall |
Non-Executive
Chairman |
Simon Phillips |
Chief Executive
Director |
Charlie Pettifer |
Executive
Director |
Hemant Thanawala |
Non-Executive
Director |
On Re-Admission, the Proposed Board will therefore comprise:
Brian
Hall (aged 73) – Non-Executive Chairman
Brian has over 40 years’ experience in natural resources and is
a Chartered Accountant. In 1991 he became CEO of Aminex PLC, an
international oil and gas company, launching a successful venture
into Russia in 1993 and
distributing the exit profits to shareholders in 2001 and
subsequently became the Chairman from 2007 until 2018. He has
operated across both developed and emerging market countries and
guided Aminex through several significant ventures. He started his
oil industry career with Hamilton Brothers Oil and Gas Limited,
where he served as a Member of the team which brought on stream
Argyll, the UK North Sea's first oilfield. He also served as UK
Manager for Lochiel Exploration of Canada and was responsible for building up
that company's interests outside North
America. He served as a Non-Executive Director at Canyon Oil
and Gas Ltd and currently serves as a non-exec chairman of Great
Western Mining Corporation plc.
Simon
Phillips (aged 51) – Chief Executive Director
Simon has 23 years of management experience within the African
port and marine logistics industry. Simon joined Comarco Group in
1996 as Administrative Manager that was responsible for the
establishment of Kenya Marine Contractors. Simon was appointed as
Managing Director of KMC and then Managing Director of Comarco
Group in 2013, a position he has held ever since. He has played an
integral part in the expansion of Comarco Group throughout Africa
over the past 22 years. During this period Comarco Group has
developed a significant privately-owned port in the region and one
of the largest tug and barge fleets along the East African
seaboard. In 2012 Simon founded Specialised Vessel Services
alongside Charlie Pettifer and now
serves as the Executive Chairman. Simon qualified as an attorney
and notary in South Africa
(non-practising) with a specialisation in maritime and commercial
law. Simon holds a BA and an LLB in Law from the University of
Cape Town.
Charlie
Pettifer (aged 54) – Executive Director
Charlie has principal responsibility for commercial development
of the business. Charlie has 25 years’ experience in African
business development and management specifically within the
security, private equity, natural resource and maritime sectors.
Prior to joining Comarco Group, Charlie was the CEO of Rapport
Research & Analysis Ltd, where Charlie ran a gold purchasing
operation in Ghana. He was the
Operations Director of a corporate finance boutique in London that established a private equity fund
focussed on African natural resources. Charlie was CEO of African
Gold & Diamonds Ltd, a mining company focussed on Sierra Leone and West Africa. He was CEO of Bushveld Platinum a
mining exploration company focussing on platinum in South Africa. In 2012 Charlie founded
Specialised Vessel Services with Simon
Phillips, a provider of safety, security and standby vessels
to the offshore oil & gas industry in Africa and is a director of the company. In
2008, he became the Regional Manager in East Africa for Drum Cussac establishing the
company in the region and growing it to an annual turnover of
$80m. Charlie attended the Royal
Military Academy at Sandhurst and was subsequently commissioned as
an officer in the Coldstream Guards. Charlie holds a BA (Hons) in
Politics and International Relations from University of
Exeter.
Robert
Scott (aged 51) – Executive Director
Rob has principal responsibility for the day to day operation
and management of Dynamic Intertrade, a spice manufacturing
business. He has over 30 years financial and investment management
experience with the last ten years specifically focussed in mining
within central and southern Africa and is a Chartered Accountant
(CA(SA)) by profession. He served as Country Manager for Lonrho and
has served as the General Manager of Uramin’s South African
operations. He held executive and senior positions with a number of
companies across countries such as South
Africa, Angola,
Mozambique, Zimbabwe, DRC, CAR, Rwanda, Tanzania, Kenya, Nigeria, Niger and Namibia amongst others. He was also involved
in hotels, agriculture, shipping, consumer products and
construction amongst many other industries. Rob has been a Director
of Dynamic Intertrade (Pty) Limited for 5 years and is responsible
for setting the strategy for Dynamic and has an intimate
understanding of its day-to-day operations. He has served on a
number of other public and private company boards. Rob began his
career and qualified with Deloitte South
Africa after obtaining his Certificate of Theory of
Accounting (CTA) from the University of Cape Town.
Hemant
Thanawala (aged 61) – Non-Executive Director
Hemant has over 30 years’ professional and commercial experience
and is a Chartered Accountant (FCA) by profession. He has many
years of experience of not only living in Kenya and the region but also conducting
business there. He played a key role in the AIM listings of
Nautical Petroleum plc in 2005 and Quadrise Fuels International plc
in 2006, assuming the role of Finance Director in both companies
upon their listings. Prior to 2005, Hemant served as CFO of
Masefield AG, a Swiss-based energy trader, for a period of 4 years.
Between 1989 and 2001, he served as CFO for Premier Telesports
Group and Rostel Group, with diversified business interests in the
emerging markets of Eastern
Europe, Former Soviet Union and Africa. Before that, Hemant
was engaged in professional practice, following his qualification
with KMG Thomson McLintock (now KPMG) in 1981. He served as an
Executive Director of Quadrise Fuels International plc, from
April 19, 2006 to September 1, 2009 and as a Director of Nautical
Petroleum PLC. until October
2008.
Matthew
Bonner (aged 39) – Non-Executive Director
Matthew has significant financial leadership experience within
the mining, energy and agriculture sectors, and emerging markets.
He has advised on domestic and cross border public and private
M&A, joint ventures, capital market transactions and project
development. He is currently the Chief Operating Officer at EAS
Advisors LLC, a New York based
corporate advisory firm focused on supporting public and private
companies predominantly in the natural resource and commodity
sectors. Prior to joining EAS Advisors he was the General Counsel
at BalanTrove Partners, a New York
based hedge fund focused on energy, mining and infrastructure. He
has also worked as a lawyer at Baker & McKenzie and Bowman
Gilfillan in London and
Johannesburg. He holds Series 7,
63 and 79 licenses provided by the Financial Industry Regulatory
Authority in the USA. He is
admitted as a member of the New York Bar, a solicitor in
England and Wales (non-practising) and an attorney and
notary in South Africa
(non-practising). Matthew holds a BA and LLB in Law from the
University of Witwatersrand.
AAA Chairman, David Lenigas, said:
“This transaction marks a turning point for Anglo African
Agriculture. One of AAA’s primary reasons for becoming involved
with Comarco Group is based on the Company’s belief that ports are
long term growth assets and this particular port is of considerable
strategic importance to East
Africa. While Mombasa has long served as a key port in
East Africa, the recently
constructed railway project linking Mombasa to Kenya’s capital city
Nairobi has significantly reduced
the journey time by 7.5 hours compared to the previous railway
line. Large scale infrastructure improvements such as these only
add to Mombasa’s strategic importance in the region.
We have further been encouraged by the recent oil and gas
transactional activity in the region and the ongoing liquefied
natural gas focused work in Mozambique, all of which bode well for Comarco
Group’s marine logistics focused business. We are delighted to have
reached agreement to acquire Comarco Group and we look forward to
concluding the fundraising and the transaction in due course to set
the Enlarged Group up for an exciting future.”
Comarco Group CEO, Simon Phillips, commented:
“We have been working with the AAA team and their advisers for
many months now and quickly came to the conclusion that an RTO of
AAA was a good opportunity to access capital markets to drive
growth in the group”.
Information for bona fide, unconnected
sell-side research analysts:
In accordance with the provisions of the Conduct of Business
Sourcebook of the FCA Handbook, (COBS 11.A), any unconnected
sell-side research analysts interested in initiating coverage
should in the first instance contact VSA Capital as set out
below.
The information communicated in this announcement is inside
information for the purposes of Article 7 of Regulation 596/2014
(“MAR”). The Company will continue to update the market as and when
appropriate.
For further information, please visit
www.aaaplc.com or www.comarcogroup.com
contact the following:
Comarco
Group
Simon Phillips (Chief Executive)
Charlie Pettifer |
+27 (0)82 6191 081
+44 (0)77 8811 4411 |
|
|
VSA Capital Limited
(Financial Adviser and Corporate Broker) |
+44 (0)20 3005 5000 |
Andrew
Monk (Corporate Broking)
Andrew Raca (Corporate Finance) |
|
|
|
Moshe Capital (Listing Agent for Africa)
Mametja Moshe |
+44 (0)20 3005 5006
+27 (0)11 7839 986 |
Anglo African Agriculture plc |
|
Rob Scott, Executive
Director |
+27 (0)84 6006
001 |