Agronomics Regulatory News (ANIC)

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET ABUSE REGULATION (EU No. 596/2014) ("MAR"). IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION, AS PERMITTED BY MAR. UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.

12 May 2021

Agronomics Limited

("Agronomics" or the "Company")

Result of Fundraising

Total Voting Rights

Further to the announcement made on 11 May 2021 by the Company in connection with the proposed subscription and placing to raise a minimum of £50 million (before expenses) (the "Fundraising Announcement"), Agronomics, a leading listed investor in cellular agriculture with a focus on cultivated meat and alternative proteins, announces that it has conditionally raised total gross proceeds of £62.5 million before expenses under the Fundraise at an Issue Price of 22 pence per share, following the closing of the accelerated bookbuild. The Fundraise and Broker Option remain conditional, inter alia, upon the passing of the relevant Resolutions by Shareholders at the General Meeting and Admission becoming effective. The Broker Option will raise additional proceeds up to a maximum of approximately £2 million (before expenses).

Other than where separately defined, capitalised terms used in this announcement have the meanings given to them in the Fundraising Announcement. 

Results of the Fundraising

The Group is pleased to announce that from the Fundraise a total of 284,090,910 new Ordinary Shares have been successfully placed and/or subscribed for at a price of 22 pence per Ordinary Share, with new and existing investors, which, has conditionally raised gross proceeds of £62.5 million (net proceeds of approximately £59.5 million after expenses). The Issue Price represents a discount of 24.9 per cent. to the Company's 20 day volume weighted average price (VWAP) of 29.3 pence per Ordinary Share up to and including 10 May 2021, being the last dealing day prior to the date of the Fundraising Announcement. As noted in the Fundraising Announcement, warrants will be attached to the Fundraising Shares on a 1-for-1 basis, and as such, 284,090,910 Warrants will be issued to investors who participated in the Fundraise. The Fundraising Shares together represent 56.6% of the Existing Shares. From the date of their issue, the Fundraising Shares will rank pari passu in all respects with the Ordinary Shares currently in issue.

The Placing was conducted by way of an accelerated book build process. Cenkos acted as lead manager in connection with the Placing.

General Meeting

The Placing, Subscription, Warrants and Broker Option are conditional, inter alia, on the passing by Shareholders of resolutions at the General Meeting to approve, amongst other things, the disapplication of pre-emption rights in respect of and the authority to allot the Placing Shares, Subscription Shares, shares arising from the exercise of the Warrants and Broker Option Shares. The General Meeting will be held at the Claremont Hotel, Loch Promenade, Douglas, Isle of Man IM1 2LX at 11:00 am on 28 May 2021. Notice of the General Meeting, including details as to how Shareholders can vote on the relevant resolutions, will be contained in the Circular which is expected to be despatched by the Company on 12 May 2021. The Circular will be available to view on the Company's website at https://agronomics.im/ upon despatch.

Due to the social distancing measures advised by the UK and Isle of Man Government in response to the COVID-19 pandemic, Shareholders are required to nominate the Chairman as their proxy rather than attend the General Meeting in person. 

Recommendation and voting intentions

The Directors believe that the Fundraise and the Broker Option, are in the best interests of the Group and its Shareholders as a whole. Accordingly, the Directors unanimously recommend Shareholders to vote in favour of the Resolutions as they intend so to do in respect of their beneficial shareholdings.

Shareholders should note that, in the event that the Resolutions in the Notice of Meeting are not passed at the General Meeting, then the Fundraise and Broker Option will not complete. In this event, the proceeds from the Fundraise and Broker Option would be nil, which would significantly impede the Company's growth prospects as an investing company.

Details on the Broker Option

To provide shareholders and other investors who did not have the opportunity to participate in the Fundraise, the Company has granted an option (the "Broker Option") to Peterhouse, subject to the completion of the Fundraise, to subscribe for up to an additional 9,090,909 new Ordinary Shares (the "Broker Option Shares") at the Issue Price together with Warrants on a one for one basis. The Broker Option is exercisable any time before 26 May 2021. As far as is practical, participation in the Broker Option will be prioritised for shareholders (direct or indirect) on the register at the close of business on 10 May 2021 ("Existing Shareholders"). If the Broker Option is fully taken up, it will raise an additional £2 million. A further announcement will be made once the Broker Option Shares have been fully subscribed and the Broker Options declared closed. If the Broker Option is not fully subscribed by 1200 BST on 26 May 2021, orders from eligible investors will be satisfied in full, and the balance of the Broker Option shall lapse. Further details regarding participation, the eligibility criteria, the order of priority, and details regarding settlement, are set out in more detail below.

Broker Option

The Broker Option has been granted primarily to facilitate the participation by existing shareholders of the Company. Non-shareholders of the Company can also participate in the event existing shareholders do not apply for the shares in full. 

Independent financial advisers, stockbrokers or other firms authorised by the Financial Conduct Authority may apply to participate in the Broker Option, on behalf of existing shareholders and other interested applicants. As Peterhouse cannot take direct orders from individual private investors, independent financial advisers, stockbrokers, or other firms authorised by the Financial Conduct Authority, should communicate their interest to Peterhouse. Parties who wish to register their interest in participating in the Broker Option should contact Peterhouse on STX: 76086 or +44 (0) 20 7220 9792. Each application should state the number of Broker Option Shares that the interested party wishes to acquire at the Issue Price and should be submitted to Peterhouse no later than 12.00 noon BST on 26 May 2021.

As far as is practical, participation in the Broker Option will be prioritised for shareholders on the Company's share register at the close of business on 10 May 2021 ("Existing Shareholders"). Peterhouse may choose not to accept applications and/or to accept applications, either in whole or in part, on the basis of allocations determined at their sole discretion (after consultation with the Company) and may scale down any bids for this purpose on such basis as Peterhouse may determine. If the Broker Option is not fully subscribed by 1200 BST on 26 May 2021 orders from eligible investors will be satisfied in full, and the balance of the Broker Option shall lapse.

It is expected that, following allocations by Peterhouse (in consultation with the Company), application will be made to the London Stock Exchange for the relevant amount of Broker Option Shares to be admitted to trading on AIM ("Admission"). Admission is expected to become effective and trading of the Broker Option Shares will commence at 8.00 a.m. BST on 1 June 2021. Following Admission, such Broker Option Shares will rank pari passu with the existing Ordinary Shares.

Application for Admission

Application is being made to the London Stock Exchange for up to 293,181,819 new Ordinary Shares (comprising 284,090,910 Fundraising Shares and up to 9,090,909 Broker Option Shares) to be admitted to trading on AIM ("Admission") and Admission is expected to become effective and trading will commence at 8 a.m. on or around 1 June 2021. Admission will be subject to shareholder approval of the Resolutions. Following Admission, the Fundraising Shares and the Broker Option Shares will rank pari passu with the existing Ordinary Shares in issue.

Total Voting Rights

The maximum enlarged issued share capital of the Company on Admission, assuming issuance of the Placing and Subscription Shares and issuance of the maximum number of Broker Option Shares, is 795,060,928. The final number of Warrants assuming the maximum participation in the Broker Option is 293,181,819. A further announcement will be made at the time of the General Meeting, confirming the final take-up of the Broker Option and the number of Ordinary Shares and Warrants to be issued.

 For further information, please contact:

Important Notices

This announcement contains 'forward-looking statements' concerning the Company that are subject to risks and uncertainties. Generally, the words 'will', 'may', 'should', 'continue', 'believes', 'targets', 'plans', 'expects', 'aims', 'intends', 'anticipates' or similar expressions or negatives thereof identify forward-looking statements. These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements. Many of these risks and uncertainties relate to factors that are beyond the Company's ability to control or estimate precisely. The Company cannot give any assurance that such forward-looking statements will prove to have been correct. The reader is cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this announcement. The Company does not undertake any obligation to update or revise publicly any of the forward-looking statements set out herein, whether as a result of new information, future events or otherwise, except to the extent legally required.

Nothing contained herein shall be deemed to be a forecast, projection or estimate of the future financial performance of the Company or any other person following the implementation of the Placing or otherwise.

The price of shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the shares. Past performance is no guide to future performance and persons who require advice should consult an independent financial adviser.

This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America. This announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, except pursuant to an exemption from registration. No public offering of securities is being made in the United States.

The distribution of this announcement and the offering of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, Cenkos Securities plc, Peterhouse Capital Limited or Beaumont Cornish Limited that would permit an offering of such shares or possession or distribution of this announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Company, Cenkos Securities plc, Peterhouse Capital Limited and Beaumont Cornish Limited to inform themselves about, and to observe, any such restrictions.

This announcement is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into Australia, Canada, Japan or the Republic of South Africa or any jurisdiction into which the publication or distribution would be unlawful. This announcement is for information purposes only and does not constitute an offer to sell or issue or the solicitation of an offer to buy or acquire shares in the capital of the Company in the United States, Australia, Canada, the Republic of South Africa or Japan or any jurisdiction in which such offer or solicitation would be unlawful or require preparation of any prospectus or other offer documentation or would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction.

Cenkos Securities plc, who is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as bookrunner to the Company in relation to the Placing and is not acting for any other persons in relation to the Placing. Cenkos Securities plc is acting exclusively for the Company and for no one else in relation to the matters described in this announcement and is not advising any other person and accordingly will not be responsible to anyone other than the Company for providing the protections afforded to clients of Cenkos Securities plc, or for providing advice in relation to the contents of this announcement or any matter referred to in it.

Beaumont Cornish Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as nominated adviser to the Company in relation to the Placing and is not acting for any other persons in relation to the Placing. Beaumont Cornish Limited is acting exclusively for the Company and for no one else in relation to the matters described in this announcement and is not advising any other person and accordingly will not be responsible to anyone other than the Company for providing the protections afforded to clients of Beaumont Cornish Limited, or for providing advice in relation to the contents of this announcement or any matter referred to in it.

This announcement has been issued by, and is the sole responsibility of, the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Cenkos Securities plc, Peterhouse Capital Limited or Beaumont Cornish Limited or by any of their respective affiliates or agents as to or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, Placees should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; Placing Shares offer no guaranteed income and no capital protection; and an investment in Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Cenkos Securities plc and Peterhouse Capital Limited will only procure investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to Placing Shares.

THE CONTENT OF THIS PROMOTION HAS NOT BEEN APPROVED BY AN AUTHORISED PERSON WITHIN THE MEANING OF THE FINANCIAL SERVICES AND MARKETS ACT 2000. RELIANCE ON THIS PROMOTION FOR THE PURPOSE OF ENGAGING IN ANY INVESTMENT ACTIVITY MAY EXPOSE AN INDIVIDUAL TO A SIGNIFICANT RISK OF LOSING ALL OF THE PROPERTY OR OTHER ASSETS INVESTED.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO DIRECTLY TAKE PART IN THE BROKER OPTIONS. THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY: (A) IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA, TO PERSONS WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF THE PROSPECTUS REGULATION (EU) 2017/1129 (THE "PROSPECTUS REGULATION") ("QUALIFIED INVESTORS"); (B) IN THE UNITED KINGDOM, TO QUALIFIED INVESTORS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"); OR (II) FALL WITHIN ARTICLE 49(2) (A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS IN (A) OR (B) TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR TO ACQUIRE ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES.

No representation or warranty, express or implied, is made or given by or on behalf of the Company or Peterhouse Capital Limited or any of their respective Affiliates or any of such persons' directors, partners (limited or unlimited), officers or employees or any other person as to the accuracy, completeness or fairness of the information or opinions contained in this Announcement and no liability whatsoever is accepted by the Company, Peterhouse Capital Limited or any of such persons' Affiliates, partners (limited or unlimited), directors, officers or employees or any other person for any loss howsoever arising, directly or indirectly, from any use of such information or opinions or otherwise arising in connection therewith.

Persons who choose to participate in the Broking Option, by making an oral or written application to acquire Broking Option Shares, and any person acting on such person's behalf, will be deemed to have read and understood this Announcement in its entirety and to be making such application on these terms and conditions, and to be providing the representations, warranties, acknowledgements, and undertakings, contained in this section. In particular, each such Person undertakes, represents, warrants and acknowledges (as the case may be) that:

1. it is a Relevant Person (as defined above) or is acting on behalf of a Relevant Person and undertakes that it will acquire, hold, manage or dispose of any Broking Option Shares that are allocated to it for the purposes of its business;

2. in the case of any Broking Option Shares acquired by it as a financial intermediary, as that term is used in Article 2(D) of the Prospectus Regulation, it understands the resale and transfer restrictions set out in this Appendix and any Placing Shares acquired by it will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of securities to the public other than an offer or resale in a member state of the European Economic Area to Qualified Investors; and

3. (i) it is not within the United States; (ii) it is not in any jurisdiction in which it is unlawful to make or accept an application to acquire the Broking Option Shares; and (iii) it is not acquiring the Broking Option Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly, of any such Placing Shares into the United States or any other jurisdiction referred to in (ii) above.

The Company and Peterhouse will rely upon the truth and accuracy of the foregoing representations, acknowledgements and agreements.

No prospectus or admission document will be made available in connection with the matters contained in this Announcement and no such prospectus or admission document is required (in accordance with the Prospectus Regulation or the AIM Rules, respectively) to be published.

This Announcement does not contain an offer or constitute any part of an offer to the public within the meaning of Sections 85 and 102B of the FSMA or otherwise. This Announcement is not an "approved prospectus" within the meaning of Section 85(7) of the FSMA and a copy of it has not been, and will not be, delivered to the FCA in accordance with the Prospectus Rules or delivered to any other authority which could be a competent authority for the purpose of the Prospectus Regulation. Its contents have not been examined or approved by the London Stock Exchange, nor has it been approved by an "authorised person" for the purposes of Section 21 of the FSMA. This Announcement is being distributed to persons in the United Kingdom only in circumstances in which section 21(1) of the FSMA does not apply.