Agronomics Regulatory News (ANIC)

Results of the Placing and Subscription and Launch of Open Offer

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO, THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA), CANADA, AUSTRALIA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE GROUP TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION (EU) NO. 596/2014, AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018. UPON PUBLICATION OF THIS ANNOUNCEMENT, THIS INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

2 December 2021

Agronomics Limited

("Agronomics" or the "Group" or the "Company")

Results of the Placing and Subscription

Proposed Open Offer to raise up to £6.5 million

Further to the announcement made on 1 December 2021 by the Company in connection with the proposed placing and subscription to raise a minimum of £25.0 million (the "Placing Announcement"), Agronomics, a leading listed investor in cellular agriculture, announces that it has successfully raised total gross proceeds of £27.75 million before expenses under the Placing and Subscription at an Issue Price of 23 pence per Unit. Each Unit consists of one ordinary share and one November 2021 Warrant.

This includes amounts from Directors of the Company, including Jim Mellon through Galloway Limited, who have confirmed their intention to subscribe for an additional minimum of £2.3 million. As the Company is currently in a close period under MAR until the publication of its results for the financial year ended 30 June 2021, the Directors are not permitted to enter into a subscription agreement until after publication of these results (and subject to each not being in possession of any other unpublished price sensitive information at such time). It is expected that the Results will be published before the Subscription Closing Date, and the Directors expect to able to participate in the Directors' Intended Subscription as indicated.

In addition, as announced on 1 December 2021, in order to provide shareholders who did not have the opportunity to participate in the Placing and Subscription to now do so, the Company is undertaking an Open Offer to allow Qualifying Shareholders to subscribe for an aggregate of 28,558,897 Open Offer Units at the Issue Price of 23 pence per Open Offer Unit to raise up to an aggregate c. £6.6 million.

Pursuant to the Open Offer, Qualifying Shareholders will be given the opportunity to subscribe for:

1 Open Offer Unit for every 28 Existing Ordinary Shares

held by Qualifying Shareholders at the Record Date and so on in proportion for any other number of Existing Ordinary Shares then held. The Record Date for receiving Entitlements Under the Open Offer is 6.00 p.m. on 1 December 2021 and Existing Ordinary Shares are expected to be marked "ex" by the London Stock Exchange at 8.00 a.m. on 3 December 2021. A full timetable is set out below in the appendix.

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

Results of the Placing and Subscription

The Group is pleased to announce that following an accelerated bookbuild process, a total of 92,254,805 Placing Units have been successfully placed by Cenkos Securities Plc at a price of 23 pence per Placing Unit (the "Placing Shares"), with new and existing investors. In addition, a further 18,397,369 Subscription Units have been subscribed for under the Subscription. In total the Placing and Subscription has raised gross proceeds of £25.5 million (net proceeds of approximately £24.4 million after expenses) subject to the Placing Agreement becoming unconditional. The Issue Price represents a discount of 6.1 per cent. to the closing price of Ordinary Shares on AIM on 30 November 2021 and 19.9 per cent. to the average daily volume weighted average price of Ordinary Shares on AIM for the 20 days to 30 November 2021. The Issue Price is also at a premium of 77.1 per cent. to the latest reported net asset value ("NAV") of 12.99 pence per share as at 30 September 2021.

The Placing Shares and the Subscription Shares together represent 13.8% of the Existing Ordinary Shares. From the date of their issue, the Placing Shares and the Subscription Shares will rank pari passu in all respects with the Ordinary Shares currently in issue.

The New Shares and any shares issued pursuant to the exercise of the November 2021 Warrants will be issued pursuant to the existing Shareholder authorities granted at the general meeting of the Company held in May 2021 and therefore no Shareholder approval is required in respect of the Fundraising. Application has been made for the Placing Shares to be admitted to trading on AIM which is expected to occur at 8.00 a.m. on 8 December 2021. In order to provide sufficient time for the settlement procedure and payment of funds under the Subscription, application will be made for the Subscription Shares to be admitted to trading on AIM which is expected to occur at 8.00 a.m. on 21 2021.

Neither the Placing nor the Subscription have been underwritten. The Placing was conducted by way of an accelerated book build process. Cenkos acted as sole bookrunner in connection with the Placing.

Open Offer

The Company is proposing to raise up to approximately £6.6 million (before expenses) through an Open Offer pursuant to which Qualifying Shareholders will have an opportunity to subscribe for an aggregate of 28,558,897 Open Offer Units at an Issue Price of 23 pence per Open Offer Unit. Each Open Offer Unit consists of one ordinary share and one November 2021 Warrant.

Pursuant to the Open Offer, Qualifying Shareholders will be given the opportunity to subscribe for:

1 Open Offer Unit for every 28 Existing Ordinary Shares

held by Qualifying Shareholders at the Record Date and so on in proportion for any other number of Existing Ordinary Shares then held.

Any Open Offer Units not subscribed for by Qualifying Shareholders will be available to Qualifying Shareholders under the Excess Application Facility and as such, Qualifying Shareholders seeking to limit their dilution from the Placing and Subscription can also request additional Open Offer Units under the Excess Application Facility. The Open Offer is not being underwritten. 

The Open Offer is conditional upon, among other things, Admission of the Placing Shares having become effective at or before 8.00 a.m. on 8 December 2021 (or such later time and/or date as Cenkos may agree with the Company not being later than 8.00 a.m. on 31 December 2021).

Posting of Circular

The Company also confirms that a circular, which contains further details regarding the Open Offer (the "Circular"), will be posted tomorrow to Qualifying Shareholders, along with the Application Form (where applicable). The Circular will also be made available on the Company's website: https://agronomics.im/.

Richard Reed, Chairman of Agronomics Limited, said:

 "We are very pleased to announce another successful fund raise and would like to thank all of our existing and new shareholders as Agronomics continues on its rapid growth trajectory. This financing will allow for further investment into current portfolio companies and projects and a pipeline of exciting new opportunities within the rapidly expanding cellular agriculture sector."

Total Voting Rights

Application has been made for the Placing Shares to be admitted to trading on AIM, and it is expected that Admission of the Placing Shares will occur at 8.00 a.m. on 8 December 2021. Following Admission of the Placing Shares the Group's issued ordinary share capital will comprise 891,903,935 Ordinary Shares, none of which are held in treasury.

Therefore, following Admission of the Placing Shares, the total number of Ordinary Shares with voting rights in the Group will be 891,903,935, which may be used by Shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Group under the FCA's Disclosure Guidance and Transparency Rules.

Application will be made for the Subscription Shares and the Open Offer Shares to be admitted to trading on AIM on 21 December 2021.

For further information, please contact:

APPENDIX - TIMETABLE

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Notes: Each of the times and dates referred to above and where used elsewhere in this Announcement refer to GMT (unless otherwise stated) and are subject to change by the Company (with the agreement of the Broker), in which case details of the new times and dates will be notified to the London Stock Exchange and the Company will make an appropriate announcement through a Regulatory Information Service.

IMPORTANT NOTICES

Terms defined at the end of this announcement have the meaning given thereto when used in this announcement.

This announcement is not an offer to sell or a solicitation of any offer to buy the New Shares in the United States, Australia, Canada, New Zealand or the Republic of South Africa, Japan, or in any other jurisdiction where such offer or sale would be unlawful.

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, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.

The merits or suitability of any securities must be independently determined by the recipient on the basis of its own investigation and evaluation of the proposed investment trust. Any such determination should involve, among other things, an assessment of the legal, tax, accounting, regulatory, financial, credit and other related aspects of the securities.

This announcement may not be used in making any investment decision. This announcement does not contain sufficient information to support an investment decision and investors should ensure that they obtain all available relevant information before making any investment. This announcement does not constitute and may not be construed as an offer to sell, or an invitation to purchase or otherwise acquire, investments of any description, nor as a recommendation regarding the possible offering or the provision of investment advice by any party. No information in this announcement should be construed as providing financial, investment or other professional advice and each prospective investor should consult its own legal, business, tax and other advisers in evaluating the investment opportunity. No reliance may be placed for any purposes whatsoever on this announcement or its completeness.

Nothing in this announcement constitutes investment advice and any recommendations that may be contained herein have not been based upon a consideration of the investment objectives, financial situation or particular needs of any specific recipient.

The information and opinions contained in this announcement are provided as at the date of the document and are subject to change and no representation or warranty, express or implied, is or will be made in relation to the accuracy or completeness of the information contained herein and no responsibility, obligation or liability or duty (whether direct or indirect, in contract, tort or otherwise) is or will be accepted by the Company, Cenkos, or any of their affiliates or by any of their respective officers, employees or agents in relation to it. No reliance may be placed for any purpose whatsoever on the information or opinions contained in this announcement or on its completeness, accuracy or fairness. The document has not been approved by any competent regulatory or supervisory authority.

Potential investors should be aware that any investment in the Company is speculative, involves a high degree of risk, and could result in the loss of all or substantially all of their investment. Results can be positively or negatively affected by market conditions beyond the control of the Company or any other person. The returns set out in this document are targets only. There is no guarantee that any returns set out in this document can be achieved or can be continued if achieved, nor that the Company will make any distributions whatsoever. There may be other additional risks, uncertainties and factors that could cause the returns generated by the Company to be materially lower than the returns set out in this announcement. Past performance cannot be relied on as a guide to future performance.

The information in this announcement may include forward-looking statements, which are based on the current expectations and projections about future events and in certain cases can be identified by the use of terms such as "may", "will", "should", "expect", "anticipate", "project", "estimate", "intend", "continue", "target", "believe" (or the negatives thereon) or other variations thereon or comparable terminology. These forward-looking statements, as well as those included in any related materials, are subject to risks, uncertainties and assumptions about the Company, including, among other things, the development of its business, trends in its operating industry, and future capital expenditures and acquisitions. In light of these risks, uncertainties and assumptions, the events in the forward-looking statements may not occur.

Each of the Company, Cenkos, and their affiliates and their respective officers, employees and agents expressly disclaim any and all liability which may be based on this announcement and any errors therein or omissions therefrom.

No representation or warranty is given to the achievement or reasonableness of future projections, management targets, estimates, prospects or returns, if any. Any views contained herein are based on financial, economic, market and other conditions prevailing as at the date of this announcement. The information contained in this announcement will not be updated.

This announcement does not constitute or form part of, and should not be construed as, any offer or invitation or inducement for sale, transfer or subscription of, or any solicitation of any offer or invitation to buy or subscribe for or to underwrite, any share in the Company or to engage in investment activity (as defined by the Financial Services and Markets Act 2000) in any jurisdiction nor shall it, or any part of it, or the fact of its distribution form the basis of, or be relied on in connection with, any contract or investment decision whatsoever, in any jurisdiction. This announcement does not constitute a recommendation regarding any securities.

Cenkos Securities plc ("Cenkos") which is authorised and regulated in the United Kingdom by the FCA, is acting as broker to Agronomics Limited and for no one else, including any recipient of this announcement, in connection with the Fundraising and other matters referred to in this announcement and will not be responsible to anyone other than Agronomics Limited for providing the protections afforded to clients of Cenkos or for affording advice in relation to the Fundraising or any other matter referred to in this announcement. Cenkos has not authorised the contents of, or any part of, this announcement and no liability whatsoever is accepted by Cenkos nor does it make any representation or warranty, express or implied, for the accuracy of any information or opinions contained in this announcement or for the omission of any information. Cenkos expressly disclaims all and any responsibility or liability whether arising in tort, contract or otherwise which it might otherwise have in respect of this announcement.

Beaumont Cornish Limited ("BCL"), which is authorised and regulated in the UK by the FCA and is a member of the London Stock Exchange, is the Company's nominated adviser for the purposes of the AIM Rules. BCL is acting exclusively for the Company and will not regard any other person (whether or not a recipient of this Document) as a client and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for providing advice in relation to the contents of this Document or any other matter referred to herein. BCL's responsibilities as the Company's nominated adviser under the AIM Rules for Nominated Advisers are owed to the London Stock Exchange and not to any other person and in particular, but without limitation, in respect of their decision to acquire Open Offer Units in reliance on any part of this Document. BCL has not authorised the contents of this Document for any purpose and no liability whatsoever is accepted by BCL nor does it make any representation or warranty, express or implied, as to the accuracy of any information or opinion contained in this Document or for the omission of any information. BCL expressly disclaims all and any responsibility or liability whether arising in tort, contract or otherwise which it might otherwise have in respect of this Document.