Anglo African Ag PLC Issue of Equity

 
TIDMAAAP 
 
14 September 2018                                       For Immediate Release 
 
                         Anglo African Agriculture plc 
 
                           ("AAA" or the "Company") 
 
      Funding secured to finance loan for strategic Kenyan logistics port 
 
Further to the announcement made by the Company on 5 September 2018, the Board 
of AAA is pleased to announce that it has secured funding to finance a loan for 
the strategic logistics port in Kenya by raising a total of GBP1,055,000 (the " 
Fundraising Amount"). 
 
The Fundraising Amount was raised by way of a GBP805,000 subscription for 
161,000,000 new ordinary shares of 0.1p (the "Subscription") at 0.50p per 
Subscription Share (the "Subscription Price") and issue of GBP250,000 of 
convertible loan notes for 50,000,000 loan notes of 0.50p (the "Loan Notes") 
with a conversion price of 0.75p (the "Conversion Price") (all together, the " 
Fundraising"). 
 
The Subscription Price was at the last closing price of 0.50p per ordinary 
share as at 13 September 2018. Further, the Conversion Price represents a 
premium of 50.0 per cent. to this same closing price. 
 
Investor Support 
 
The majority of the Subscription and all Loan Notes have been subscribed by a 
high-net worth investor, Mike Joseph, who the Board regards as a long term 
supportive shareholder and are delighted to have him join the share register. 
 
Following the allotment of Subscription Shares, Mike Joseph will have an 
interest in 100,000,000 ordinary shares in the Company, or 25.8 per cent. of 
voting rights as enlarged by the Subscription Shares. 
 
Use of Proceeds 
 
US$1,000,000 of the Subscription has been allocated to be used to provide a 24 
month loan to help fund the growth of the privately-owned, Kenyan-based port 
and marine logistics group, Comarco Group ("Comarco"). The remaining proceeds 
of the Subscription shall be utilised for the Company's working capital and 
transaction costs. 
 
As announced on 30 August 2018, to support this growth, the Company will 
provide assistance with Comarco's restructuring and examine further ways to 
work or invest together. 
 
Convertible Loan Notes 
 
The Loan Notes holder will be paid an annual interest rate of 12 per cent. in 
cash, semi-annually, with a term of 24 months. The Loan Notes will not be 
admitted to trading on any exchange. 
 
New ordinary shares issued as a result of conversion of all Loan Notes would 
represent 33,333,333 ordinary shares, or 7.9 per cent. of the issued share 
capital of the Company, as enlarged by the Fundraising. 
 
However, under the terms of the Loan Note Instrument, the maximum number of 
Loan Notes that can be converted into ordinary shares at any one time will be 
restricted such that Mike Joseph's total voting rights cannot exceed 29.9 per 
cent. of the shares in issue of the Company. 
 
Warrants 
 
Warrants will be attached to the Subscription Shares on a 1-for-1 basis, with 
an exercise price of 1.0p per ordinary share and expire 12 months from 
allotment of the Subscription Shares (the "Subscription Warrants"). 
 
Further, warrants will be attached to any new ordinary shares that are issued 
as a result of conversion of any Loan Notes, on a 1-for-1 basis on the same 
terms as the Subscription Warrants ("Loan Note Warrants"). 
 
A maximum of 194,333,333 new ordinary shares could potentially be issued in the 
event that all Subscription Warrants and Loan Note warrants are exercised. 
 
Admission 
 
It is estimated that the Subscription Shares and Loan Notes will be allotted to 
subscribers by 19 September 2018. 
 
Admission of the Subscription Shares and any Conversion Shares to trading on 
the Main Market of the London Stock Exchange will be subject to the publication 
of a prospectus. As such, Subscription Shares cannot be traded until that 
time. 
 
Work has commenced on production of the prospectus in respect of the 
Subscription Shares, the potential new ordinary shares issued as a result of 
conversion of any Loan Notes and potential exercise of the Subscription 
Warrants and Loan Note Warrants. It is hoped that this will be approved by the 
UK Listing Authority and published as soon as practicable. 
 
General Meeting 
 
The Company has sufficient existing headroom to issue the Subscription Shares 
and new ordinary shares issued resulting from conversion of all Loan Notes. 
 
However, a General Meeting will be convened by the Company in due course, order 
to provide sufficient headroom for exercise of Subscription Warrants and 
Conversion Warrants. 
 
Shares in Issue 
 
The figure of 387,983,954 shares in issue should 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 to their interest 
in, the share capital of the Company under the Financial Conduct Authority's 
Disclosure and Transparency Rules. 
 
David Lenigas, Non-Executive Chairman, commented: 
 
"We have been delighted with the interest received since we announced this 
strategic initiative and also delighted to have a major new investor on the 
shareholder register who has an excellent track record. 
 
This is the start of a transformation for AAA and I believe now that the loan 
is funded, we can work together with Comarco in the best interests of all our 
respective shareholders. The Directors are confident this will present positive 
future opportunities and markets to the Company." 
 
For further information please contact: 
 
Anglo African Agriculture plc                       [phone] 
 
David Lenigas, Non-Executive Chairman 
 
Rob Scott, Executive Director                       [phone] 
 
VSA Capital Limited (Financial Adviser and          [phone] 
Corporate Broker) 
 
Andrew Raca 
 
 
 
 
END 
 

(END) Dow Jones Newswires

September 14, 2018 02:30 ET (06:30 GMT)