5 Sep 2016 14:32
ANGLO AFRICAN AGRICULTURE PLC - Fundraising, Directorate Change and Operational UpdateANGLO AFRICAN AGRICULTURE PLC - Fundraising, Directorate Change and Operational Update
PR Newswire
London, September 5
| 5 September 2016 | For Immediate Release |
Anglo African Agriculture plc
(“AAA” or the “Company”)
Fundraising of £475,000 by way of placing of ordinary shares
Directorate Change
Operational update – Food Manufacturing Business
Anglo African Agriculture plc (LSE: AAAP), the London Main board listed food manufacturing company announces that it is no longer in an offer period as defined by the City Code on Takeovers and Mergers (the "Code") following the conclusion of its strategic review and has successfully completed a placing of 70,895,521 new ordinary shares (the “Placing Shares”) at a placing price of 0.67 pence per share (all together, the “Placing”) to raise gross proceeds of £475,000. The Placing Shares have been allotted, however the Admission of these Placing Shares will not occur until the publication of a prospectus in accordance with Prospectus Rule 1.2.1.
The proceeds of the Placing will be utilised to satisfy the Company’s creditors and provide the necessary working capital to grow its fully owned food manufacturing and marketing business, Dynamic Intertrade (Pty) Limited (“Dynamic”).
Additionally, the Company is pleased to announce the appointment, with immediate effect, of David Lenigas as the new Non-Executive Chairman of the Company and that Neil Herbert has stepped down from the board with immediate effect.
Operational update – Dynamic Intertrade (Pty) Limited:
Dynamic (http://www.dynamicintertrade.co.za) employs 22 people in its modern 3,000 m² FSSC compliant facility in Cape Town and is focused on the manufacture, import and distribution of herbs, spices and seasonings for the food manufacturing sector. It has the required approvals and licenses to export Dynamic’s products globally, and this will be one of the key focuses for expansion of the business going forward. Dynamic also offers Halaal and Kosher Certification on all of its products and these products can either be purchased under Dynamic’s own brand or contract packed and labelled under customer’s own label. Dynamic has created its own bottled spice range and is looking to commercialize it both locally and internationally.
Dynamic’s management accounts show that turnover for the 9 months ended 31 July 2016 was approximately ZAR 26.8m (£1.4 million), and Dynamic expects to increase turnover as a result of the seasonal boost historically provided during the latter part of the financial year. In addition Dynamic has been focusing on higher margin products which it hopes will begin to get market traction. This new funding will provide a much needed injection of working capital to boost stock levels, expand production, increase its product range and allow it to start searching for new business in to international markets.
The incoming Chairman, Mr Lenigas comments;
“The building blocks for AAA and Dynamic have taken a few years to put in place and management have a very clear strategy in place to grow this exciting food manufacturing business. I see tremendous opportunities to organically grow this business and look forward to assisting the Company grow not only its South African customer base, but also expanding the Company’s product range and taking its business in to the global market place.”
Strategic Review and end of Offer Period:
The Company announced on 29 July 2016 that it had commenced a strategic review to consider all available options including a possible offer for the Company or a strategic partnership. VSA Capital, the Company’s Financial Adviser, was instructed by the Board to undertake the strategic review. Following this announcement, the Company was in an "offer period" as defined in the Code.
No approaches were received that would have resulted in an offer being made for the Company. The Board considered a number of commercial proposals from third parties and concluded that the Placing was in the best interests of the Company. Accordingly, the Company has concluded the strategic review process and is no longer in an offer period as defined by the Code.
The Placing
The Company has successfully completed a placing of 70,895,521 new ordinary shares at a placing price of 0.67 pence per share to raise gross proceeds of £475,000. The Placing was undertaken with both new investors as well as existing shareholders and represents 39.2% of the enlarged issued share capital of the Company.
The number of Placing Shares comprises more than 10% of the Company’s issued share capital, and although the Placing Shares have been allotted, Admission of the Placing Shares will require the publication of a prospectus in accordance with Prospectus Rule 1.2.1. The Company announced on 11 April 2016 that it had issued 15,000,000 new ordinary shares in respect of a placing (the “April Placing”), for which a prospectus was required within a 12 month period in accordance with Listing Rule 14.3.4.
Following the Placing, the Company is now in a financial position to undertake its obligations under Listing Rule 14.3.4 in respect of both the April Placing and the Placing and intends to publish as soon as practically possible, a prospectus, and professional advisers have been engaged to progress this. The Placees have agreed that they will not transfer their Placing Shares until Admission of such shares.
Once Admitted, the Placing Shares will, rank pari passu in all respects with the existing ordinary shares of 0.1p each in the Company ("Ordinary Shares").
Following the issue and allotment of the Placing Shares, the Company's enlarged issued ordinary share capital will comprise 180,781,646 Ordinary Shares.
This figure of 180,781,646 Ordinary Shares may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the Financial Conduct Authority's Disclosure and Transparency Rules.
Director’s interests:
David Lenigas, the incoming Non-Executive Chairman has subscribed for 22,388,060 new Ordinary Shares.
Following the Placing, the directors' interests in the ordinary share capital of the Company will be as follows:
| Director | Current interest in Existing Ordinary Shares | Placing Shares | Interest in Ordinary Shares on Admission | % of Enlarged Share Capital on Admission |
| David Lenigas (Note 1) | - | 22,388,060 | 22,388,060 | 12.4 % |
| George Roach (Note 2) | 4,000,000 | - | 4,000,000 | 2.2 % |
| Andrew Monk (Note 3) | 2,000,000 | - | 2,000,000 | 1.1 % |
Notes
David Lenigas’s interest is held in his own name. George Roach is interested in Ordinary Shares in the Company through Corestar Holdings Limited which owns 8,596,338 Ordinary Shares and Coc’Roach Limited which, prior to the Placing owned 5,000,000 ordinary shares. Coc’Roach Limited subscribed for 7,462,687 New Ordinary Shares under the Placing, increasing its interest to 12,462,687 Ordinary Shares. Therefore, following the Placing, the interests of Corestar Holdings Limited and Coc’Roach Limited represent 4.8% and 6.9% respectively of the Company’s issued ordinary share capital. Corestar Holdings Ltd is a BVI company which is wholly-owned by the Corestar Trust, a trust established for the furtherance of certain purposes which could include the provision of benefits to George Roach and his family, at the discretion of the trustees of the trust. Coc’roach Limited is owned by the Coc’roach Trust. The Coc’roach Trust is a partial discretionary trust pursuant to the terms of which George Roach and his family may fall within the class of potential beneficiaries. Andrew Monk’s shareholding is held in his SIPP.Following the Placing, the shareholding of the previous Chairman, Neil Herbert, which is held in Huntress (CI) Nominees Limited, remains unchanged (11,000,000 Ordinary Shares) and comprises 6.1% of the Company’s issued share capital.
Board Changes:
With immediate effect, David Lenigas has been appointed to the Board as the new Non-Executive Chairman of the Company. David Lenigas is an experienced executive and entrepreneur with a wide range of board experience in both public and private companies. He has an extensive knowledge of the African food manufacturing, processing and marketing sector having previously served as the Executive Chairman of Lonrho Plc and is currently the Executive Chairman of food logistics and marketing group AfriAg Global Plc.
Neil Herbert, steps down from the board with immediate effect. The Board would like to extend its thanks to Neil for his stewardship and commitment to the Company over the past few months and wishes him well in his other business activities.
Further announcements on progress at the Company and with the prospectus will be made in due course.
Special note concerning the Market Abuse Regulation
This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No 596/2014 ("MAR"). Market soundings, as defined in MAR, were taken in respect of the Placing, with the result that certain persons became aware of inside information, as permitted by MAR. That inside information is set out in this announcement. Therefore, those persons that received inside information in a market sounding are no longer in possession of inside information relating to the Company and its securities.
For further information please contact:
| Anglo African Agriculture plc | +44 (0) 20 7440 0640 |
| David Lenigas, Non-Executive Chairman | |
| VSA Capital Limited (Financial Adviser and Broker) | +44 (0) 20 3005 5000 |
| Andrew Raca / James Asensio |