TIDMAAAP
03 October 2022
Anglo African Agriculture PLC ("AAA" or the "Company")
Proposed Investment in Anglo-African Agriculture and Subscription of New
Ordinary Shares
Capital Restructuring
Board Changes
Change of Name
Anglo African Agriculture plc (AAAP), set up with the purpose of developing a
food and agricultural products group, is pleased to announce an investment in
the Company by an Investor ("Investor") in the form of a subscription for New
Ordinary Shares and the acquisition of Convertible Loan Notes ("CLNs"), leading
to a capital restructuring, changes to the board and a broadening of the
Company's strategy, in addition to a change of Company name (together the "
Transaction"). The Transaction will have an effect on the share capital of the
Company and require the publication of a Prospectus in compliance with
Prospectus Regulation Rule 1.2.4.
The Investment, details of which are outlined below, is being made by Golden
Nice International Group Limited, owned by Mr Peng (Perry) Zi Wei , an
experienced business professional with interests in the renewable energy
sector.
Investment in Anglo African Agriculture and Subscription of New Ordinary Shares
The Investor has subscribed for 13,000,000 New Ordinary shares in the Company
at a price of 5p per share, representing a capital injection of £650,000 (gross
and net) into the Company. The Investment will constitute 28.2% of the enlarged
issued share capital of the Company. The New Ordinary Shares will be
accompanied by 1 for 1 Warrants at 5p in the Company's ordinary shares,
equating to 13,000,000 Warrants exercisable at any time before 31 December
2024.
Capital Restructuring
The Company currently has Convertible Loan Notes ("CLNs") in issue, which
together with accrued interest amount to £1,053,305.92. As part of the
Transaction, the Investor has also acquired from existing holders 11,089,000
CLNs (65% of all CLNs in issue) at a 15% discount to their face value and
accrued but unpaid interest, which if converted today would be equal to
13,692,977 Ordinary Shares at a conversion price of 5p.
The Company has also agreed with the remaining CLN holders to accelerate the
conversion of the balance of 5,971,000 CLNs and accrued but unpaid interest
into 7,373,141 New Ordinary Shares in the Company at a conversion price of 5p.
In accordance with their existing terms, all of the New Ordinary Shares arising
from the CLN conversion will be accompanied by 1 for 1 Warrants at a conversion
price of 5p ("5p Warrants"). In addition, the Company has also agreed that all
New Ordinary Shares arising from the CLN conversion will be accompanied by 1
for 1 Warrants at a conversion price of 10p ("10p Warrants").
As such, the conversion of 5,971,000 CLNs plus accrued but unpaid interest will
result in the issue of 7,373,141 5p Warrants and 7,373,141 10p Warrants, all of
which will expire on 31 December 2024.
The Investor will hold all remaining CLNs plus accrued but unpaid interest,
amounting to £684,648.85 with a face value of £0.05 each. These CLNs plus
accrued but unpaid interest are capable of being converted (as at today's date)
into 13,692,977 Ordinary shares at a conversion price of 5p and will be
accompanied by 13,692,977 5p Warrants and 13,692,977 10p Warrants with an
expiry date of 31 December 2024.
Effect on Share Capital
The Investment and Capital Restructuring has increased the total issued share
capital of the Company from 25,789,714 to 46,162,855 Ordinary Shares. This is a
result of the Investor subscribing for 13,000,000 New Ordinary Shares and the
Conversion by CLN holders of 5,971,000 CLNs plus accrued but unpaid interest
into 7,373,141 New Ordinary Shares at the conversion price of 5p.
The subscription for New Ordinary Shares by the Investor will lead to the issue
of 13,000,000 5p Warrants. The Conversion of 5,971,000 CLNs plus accrued but
unpaid interest has resulted in the issue of a further 7,373,141 5p Warrants
and 7,373,141 10p Warrants. Therefore, the total number of 5p Warrants issued
is 20,373,141, and the total number of 10p Warrants issued is 7,373,141.
Given that the total number of 5p Warrants prior to the Transaction was
10,616,889 Warrants with a conversion price of 5p, the total number of 5p
Warrants after the Transaction has now increased to 30,990,030.
The total number of 10p Warrants in issue after the transaction is 7,373,141.
As a result of the Investment, the Investor has acquired 28.2% of the total
enlarged issued share capital in the Company. This is under the percentage
(30%) that would trigger a mandatory offer to all shareholders specified by
Rule 9 of the Takeover Code. The Investor has made the Investment in order to
promote the interests of the Company and has no intention of increasing his
shareholding in a manner that would trigger an offer under the Takeover Code.
As a result of the Investment and the Transaction, the following are the
material shareholdings, as far as the Directors are aware, required to be
disclosed in the Company.
Director Pre-Transaction Pre-Transaction Post-Transaction Post-Transaction
Shareholding (%) Shareholding (%)
Andrew Monk 1,106,338 4.29% 1,106,338- 2.40%
Rob Scott 213,231 0.83% 552,599 1.20%
Matthew Bonner 165,891 0.64% 513,536 1.11%
The table below shows, as far as the Directors are aware, the shareholdings in
the Company above 3% before and after the Transaction.
Shareholder Pre-Transaction Pre-Transaction Post-Transaction Post-Transaction
Shareholding (%) Shareholding (%)
Golden Nice - 0.00% 13,000,000 28.16%
International
Group Limited
Lynchwood Nominees 5,150,000 19.97% 8,773,543 19.01%
Limited
VSA Capital 3,945,860 15.30% 5,700,639 12.35%
Interactive 2,959,574 11.48% 3,125,119 6.77%
Investor Services
Nominees Limited
JIM Nominees 1,581,918 6.13% 1,581,918 3.43%
Limited
CGWL Nominees 1,356,338 5.26% 1,356,338 2.94%
Limited
HSBC Global 1,119,403 4.34% 1,558,098 3.38%
Custody Nominee
(UK) Limited
Vidacos Nominees 968,567 3.76% 1,258,271 2.73%
Limited
Barclays Direct 944,747 3.66% 944,747 2.05%
Investing Nominees
Limited
Note. It should be noted that VSA Capital and Andrew Monk have entered into a
relationship agreement with the Company that as long as the aggregate
shareholding by these parties remains above 3%, they will not vote their shares
in any general meeting of the Company.
Total Voting Rights
As a result of the Investment and the Transaction, the total number of voting
rights in the Company as at the date of this announcement is therefore
46,162,855 ("Total Voting Rights"). No shares are held in treasury.
The Total Voting Rights figure may be used by shareholders as the denominator
to determine if they are required to notify their interest in voting rights, or
a change to that interest, in the Company under the FCA's Disclosure Guidance
and Transparency Rules.
Admission
In compliance with Prospectus Regulation Rule 1.2.4, which prohibits the
admission of more than 20% of the number of securities already admitted to
trading on the Main Market of the London Stock Exchange without a Prospectus,
the Company intends to publish a Prospectus in relation to the issue of the New
Ordinary Shares in order to enable those shares to be admitted to trading on
the Main Market of the London Stock Exchange in accordance with Listing Rule
14.3.4.
Use of funds and working capital
The received by the Company pursuant to the Subscription is £650,000 which
will be used for general working capital purposes by the Company in pursuance
of its existing strategy.
Taking in to account the Investment proceeds, the Directors are confident that
the Company will have sufficient working capital for its present requirements,
that is for at least the next 12 months.
Board Changes
As part of the Transaction, Andrew Monk and Matt Bonner have resigned from the
Board of the Company. Mr Xin (Andy) Sui has been appointed as CEO and Mr Simon
Grant-Rennick has been appointed as non-executive director ("The New Directors
"). Andy Sui has 11 years of investment banking experience and was previously
the Chief Risk Officer at Union Bank of India. He also holds a Masters degree
in Finance from the London School of Economics (LSE). Simon Grant-Rennick has
held directorships among an array of public and private companies. He is
currently a non-executive director of Igraine plc, All Active Asset Capital
Limited, and is the Chairman of Evrima Plc.
The board would like to thank Andrew Monk and Matt Bonner for their wisdom and
guidance in steering the Company through difficult periods and particularly
through the aborted Comarco port transaction.
The New Directors have no unspent convictions, have never been declared
bankrupt, nor have they been the subject of an individual voluntary
arrangement, or a receivership of any assets held by them. The New Directors
have not been directors with an executive function of any company at the time
of or within the 12 months preceding its bankruptcy, receivership,
administration, creditors voluntary liquidation, compulsory liquidation,
company voluntary arrangement or composition or arrangement with its creditors
generally or any class of its creditors. There have been no official public
incrimination and/or sanctions against the New Directors by any statutory or
regulatory authority nor have they ever been disqualified by a court from
acting as a director of a company or from acting in the management or conduct
of the affairs of any company. The New Directors have not been partners of any
partnership at the time or within 12 months preceding its compulsory
liquidation, administration or partnership voluntary arrangement. Furthermore,
the New Directors have not had a receiver appointed over any of their assets or
of any of the assets of a partnership of which he was a partner within 12
months after they ceased to be a partner of that partnership.
Save for information given above, no further information relating to the New
Directors is required to be disclosed under the listing requirements of the
London Stock Exchange.
With the Investment and Transaction, as the Company seeks to accelerate its
existing strategy, it is expected that further changes will be made to
strengthen the board in due course.
Name Change
The strategy of the Company will continue as before, namely, to develop a group
with a focus on food, agriculture and agricultural related products.
Under authority granted by the Company's articles, the Board has decided to
change the legal name of the Company to Everest Global plc and the Company will
change its TDIM symbol from "AAAP" to "EVST". VSA Capital has been instructed
to liaise with the London Stock Exchange and implement these changes.
Shareholders will be updated once all the necessary procedures have been
completed.
Shareholders should note that their shareholdings will be unaffected by the
change of name, although new share certificates and Warrant certificates will
be issued to Shareholders following the name change.
For further information, please contact:
Anglo African Agriculture plc (to be renamed Everest Global plc)
Rob Scott +27 (0)84 6006
001
Andy Sui +44 (0) 7767
751787
VSA Capital Limited (Financial Adviser and Broker) +44 (0) 20 3005 5000
Andrew Raca/Simba Khatai/Alex Cabral
END
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