Anglo African Ag PLC Intention to Float

 
TIDMAAAP 
 
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR 
INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION 
WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT 
 
This announcement is an advertisement for purposes of the Prospectus Rules of 
the Financial Conduct Authority and not a prospectus and not an offer of 
securities for sale in any jurisdiction, including in or into the United 
States, Australia, Canada or Japan. 
 
Neither this announcement, nor anything contained herein, nor anything 
contained in the registration document referred to herein shall form the basis 
of, or be relied upon in connection with, any offer or commitment whatsoever in 
any jurisdiction. Investors should not subscribe for or purchase any ordinary 
shares referred to in this announcement or in the registration document except 
solely on the basis of the information contained in a prospectus in its final 
form (together with any supplementary prospectus, if relevant, the "Prospectus 
"), including the risk factors set out therein, that may be published by Anglo 
African Agriculture plc ("the "Company" and together with its subsidiaries and 
subsidiary undertakings the "Group" or "AAA"), in due course in connection with 
a possible offer of ordinary shares in relation to the Reverse Takeover ("RTO") 
of Comarco Group and the renaming of the Company to Agulhas Group Africa plc 
(the "Enlarged Group") (the "Proposed Acquisition") and the possible 
re-admission of the enlarged share capital to the Standard Listing segment of 
the Official List of the FCA and to trading on the main market for listed 
securities of the London Stock Exchange plc ("LSE"). A copy of any Prospectus 
published by Anglo African Agriculture plc will, if published, be available for 
inspection from the Company's registered office and on the company website at 
www.aaaplc.com. 
 
4 November 2019 
 
Anglo African Agriculture PLC Confirmation of Intention to Float on the London 
                                Stock Exchange 
 
Following the announcement by the Company on 4 November 2019 regarding the 
publication of a registration document, the Company today confirms its 
intention to proceed with the Proposed Acquisition of Comarco Group by means of 
an RTO. In connection with the Proposed Acquisition, the Company intends to 
undertake a fundraising of $16 million in a placing at 10p per new ordinary 
share together with a proposed vendor placing of $6 million on behalf of 
certain shareholders of Comarco Group (the "Fundraise"). 
 
Following the Fundraising and publication of a prospectus, the Company intends 
to apply for the re-admission of the enlarged share capital to the standard 
listing segment of the Official List of the Financial Conduct Authority ("FCA") 
and to trading on the main market of the London Stock Exchange plc (" 
Re-Admission"). Re-Admission will be subject to the requisite regulatory 
approvals being obtained.  Re-Admission is currently expected to occur in 
December 2019.  If Re-Admission is successful, the Company will change its name 
to Agulhas Group Africa plc and will trade under a new TIDM (AGAP). 
 
Brian Hall, Proposed Chairman of Agulhas Group Africa plc said: 
 
"I am very pleased to confirm our intention to float the Enlarged Group on the 
London Stock Exchange. Kenya is one of the fastest growing markets in the world 
and Mombasa is the gateway into Kenya and East Africa as a whole. Comarco Group 
has a proven track record of operating in the region as an industry leader, 
providing high quality, economically compelling and reliable port and marine 
logistics services that drive economic development and growth in the region. We 
believe that we will be well-positioned to drive the long-term growth and value 
of the Enlarged Group and look forward to presenting our investment proposition 
to investors." 
 
Investment Highlights 
 
  * Port in a geographically strategic location - Mombasa is the gateway into 
    Eastern Africa and is located on the Belt and Road Initiative of the 
    Chinese Government. Mombasa is a strategic focal point of infrastructure 
    investment by the Kenyan Government. Comarco Group is set to benefit from 
    strong regional macroeconomic developments. 
  * Only private Port facility in the region - Comarco Group has recently 
    obtained the consent of the Kenya Revenue Authority to gazette its Mombasa 
    port area as an entry and export area for customs purposes by the 
    Commissioner of Customs and Border. This will open considerable business 
    opportunities in future. 
  * Fleet of fit for purpose vessels - The fleet is amongst the largest of its 
    type that is permanently located on the East Coast of Africa. The fleet is 
    supported by landing craft, utility vessels and self-elevating work 
    platforms (SEWP). Comarco Group's current fleet together with experienced 
    crew to enable it to provide customers with turnkey solutions 
  * Strong track record with blue chip clients - Long history of maintaining 
    strong, well-established relationships with blue-chip clients, including 
    International Oil Companies, Government Bodies and Original Equipment 
    Manufacturers operating in the East African region. 
  * Bottom of Oil and Gas Cycle - African Oil and Gas capex and exploration 
    spend have both bottomed out on the in recent years compared to the 
    cyclical highs from the oil price peak of 2014. The cycle is now forecasted 
    to enter into an upswing. 
  * Mozambique LNG upside opportunities - The Mozambique LNG project is the 
    largest Oil and Gas project ever made in Sub Saharan Africa. Comarco Group 
    is one of the few marine operators in the region with the capacity and 
    experience to take part in such large scale and specialised Oil and Gas 
    marine projects. 
 
Summary of proposed RTO 
 
  * The proposed Fundraising by which the Company expects to raise gross 
    proceeds of US$16million will commence shortly. In addition, existing 
    shareholders will sell part of their shareholding as part of a vendor 
    placing to raise gross proceeds of US$6million. The total expected gross 
    proceeds of the Fundraising is US$22million. 
  * Proceeds from the Fundraising will provide the Enlarged Group with enhanced 
    flexibility to take advantage of future opportunities in line with its 
    growth strategy. The proceeds will allow the Enlarged Group to reduce its 
    leverage through bank debt and creditor repayment. The proceeds will also 
    be used to conduct asset maintenance and upgrades as well as provide 
    working capital headroom for its growth strategy. 
  * Following the Fundraising and publication of a prospectus, Re-Admission of 
    the enlarged share capital to the standard segment of the Official List of 
    the FCA and to trading on the main market of the LSE is expected to occur 
    in December 2019. 
  * UK corporate governance, remuneration and incentivisation arrangements will 
    be described in the prospectus, when published. 
 
For further information, please visit www.aaaplc.com or www.comarcogroup.com, 
or contact the following: 
 
Comarco Group 
Simon Phillips (Chief Executive)                   [phone] 
Charlie Pettifer                                   [phone] 
 
VSA Capital Limited (Financial Adviser and         [phone] 
Corporate Broker) 
 
Andrew Monk (Corporate Broking) 
Andrew Raca (Corporate Finance) 
 
 
VSA Capital Limited ("VSA Capital") is authorised and regulated in the United 
Kingdom by the FCA and is acting exclusively for the Company and no one else in 
connection with Admission. VSA Capital will not regard any other person 
(whether or not a recipient of this announcement) as its client in relation to 
Re-Admission and will not be responsible to anyone other than the Company for 
providing the protections afforded to clients of VSA Capital or for providing 
any advice in relation to Re-Admission, the contents of this announcement or 
any transaction or arrangement referred to herein. 
 
 
 
END 
 

(END) Dow Jones Newswires

November 04, 2019 08:30 ET (13:30 GMT)