12 Sep 2013 07:00
12 September 2013
AfriAg plc
("AfriAg" or the "Company")
AfriAg completes £600,000 financing at a premium to market.
AfriAg plc (AIM: AFRI) is pleased to announce that it has successfully entered into a £600,000 Placing and Equity Swap Agreement with YA Global Master SPV, Ltd. ("YAGM") at 2.06p per share, a 10% premium to yesterday's closing mid-market price. YAGM have agreed with the Company that they will not dispose of any shares for an initial 2 month period.
David Lenigas, the Company's Chairman commented:
"The board is pleased to have raised these funds at a premium to the market. This funding will be used to assist the Company grow its agri logistics businesses in Africa."
YAGM have subscribed for a total of 29,126,213 new ordinary shares (the "Placing Shares") in the Company at a price of 2.06p per share ("Placing Price") for a gross £600,000 in aggregate. Of this amount, £300,000 will be paid by AfriAg to YAGM under the Equity Swap Agreement under which AfriAg will receive a base amount of £25,000 per month for a 12 month period. The final amount of these monthly funds received by the Company under the Equity Swap Agreement will be dependent on the future price performance of the Company's ordinary shares.
Completion of this Placing and Equity Swap Agreement is conditional on admission of the Placing Shares to trading on AIM of the London Stock Exchange. Application will be made for the admission of the Placing Shares to trading on AIM ("Admission") and it is expected that Admission will occur and that trading in the new ordinary shares will commence on AIM at 8.00 am on Monday 23 September 2013. The Placing Shares will rank pari passu in all respects with the Company's existing issued ordinary shares.
Following Admission, the Company's enlarged issued share capital will comprise 1,042,501,037 ordinary shares of 0.1 pence each. The Company does not hold any shares in treasury. This figure of 1,042,501,037 ordinary shares of 0.1 pence each 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 FCA's Disclosure and Transparency Rules.
Equity Swap Agreement:
The Company and YAGM have entered into an equity swap agreement ("the Equity Swap Agreement") over 29,126,213 of the Placing Shares ("the Swap Shares"). In return for a payment by the Company to YAGM of £300,000 ("the Initial Escrowed Funds"), twelve monthly settlement payments in respect of such payment will be made by YAGM to the Company, or by the Company to YAGM, based on a formula related to the difference between the prevailing market price (as defined in the Equity Swap Agreement) of the Company's ordinary shares in any month and a 'benchmark price' that is 10% above the Placing Price. Thus the funds received by the Company in respect of the Swap Shares will be dependent on the future price performance of the Company's ordinary shares.
YAGM may elect to terminate the Equity Swap Agreement and accelerate the payments due under it in certain circumstances.
YAGM has agreed that it and its affiliates will refrain from holding any net short position in respect of the Company's ordinary until the expiry or if earlier termination of the Equity Swap Agreement.
For further information please contact:
AfriAg plc: +44 (0) 20 7440 0640
David Lenigas
Donald Strang
Nominated Adviser and Broker:
Allenby Capital Limited +44 (0) 20 3328 5656
Nick Harriss
Nick Athanas
Public Relations:
Square1 Consulting +44 (0) 20 7929 5599
David Bick