100 percent ownership30 Mar 2022 21:06
guys this is the Terms of the Acquisition theres nearly 100% upside from where we are just for this
Pursuant to the proposed terms of the Acquisition, Ananda will acquire the 50 ordinary shares of
£1.00 each in DJT Group which it does not currently own, for consideration of £7.3 million, which will
be satisfied by the issue of 790,538,866 Ordinary Shares (the “Consideration Shares”), at a deemed
price of 0.925p per share (the closing price of Ordinary Shares on 7 June 2021).
The transaction is conditional, amongst other things, on:
· The signing of a legally binding sale and purchase agreement to implement the Acquisition (which
will include customary restrictive covenant and non-compete provisions)
· Approval of the Acquisition by Ananda’s shareholders at a general meeting; and
· The receipt of tax advice with respect to certain structural aspects of the transaction
If the Acquisition proceeds to completion on the terms outlined above and no additional Ordinary
Shares are issued by the Company in the intervening period, the Vendor will be interested in
790,538,866 Consideration Shares, representing approximately 50% of the Company’s enlarged
issued share capital.
Under Rule 9 of the City Code on Takeovers and Mergers (the "Code"), and based on the interest of
the Vendor outlined above and on the current issued share capital of Ananda, the allotment of the
Consideration Shares will be subject to the Takeover Panel granting the Vendor a waiver of the
obligations which would otherwise oblige it to make a general offer to shareholders under Rule 9 of
the Code ("Rule 9 Waiver" “Whitewash”); any such Rule 9 Waiver would be subject to the approval of
independent shareholders in Ananda at a General Meeting.
There can be no guarantee that such shareholder approval will be obtained or that the Takeover
Panel will grant the Rule 9 Waiver required to effect the Acquisition.
DJT Group owns a 100% interest in DJT Plants, which holds the Licence, and 100% of Aristaeus
Elements Ltd, a company with certain knowhow about cannabis extraction.