Anglo African Ag PLC Postponement of RTO

 
TIDMAAAP 
 
**NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION IN WHOLE OR IN PART, DIRECTLY OR 
INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, 
JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL** 
 
 Neither this announcement, nor anything contained 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 securities 
referred to in this announcement except on the basis of information contained 
in a prospectus in its final form (the "Prospectus") that may be published by 
Anglo African Agriculture plc (the "Company" or "AAA") in due course in 
connection with the possible admission of global depositary receipts to the 
standard listing segment of the Official List of the Financial Conduct 
Authority of the United Kingdom (the "FCA") and to trading on the Main Market 
of the London Stock Exchange plc. A copy of any Prospectus published by the 
Company will, if published, be available for inspection from the Company's 
registered office at 15-17 Eldon Street, London, EC2M 7LD, UK and on the 
Company's website at www.aaaplc.com. 
 
 31 December 2019 
 
 Anglo African Agriculture PLC 
 
Update on proposed Reverse Takeover 
 
The Company wishes to provide an update on the proposed acquisition of the 
Comarco group of companies ("Comarco Group"), and the associated fundraising. 
The Comarco Group is based in Kenya and engaged in port and marine logistics in 
East Africa. 
 
AAA has been working with the management of Comarco Group for nearly two years, 
providing assistance on its restructuring of operations and positioning it for 
growth.  On 12 November 2018, the Board of AAA announced that a $1 million 
secured loan (the "Port Loan") was advanced to provide general working capital 
to the Comarco Group.  The Port Loan was provided as part of AAA's assistance 
to restructure Comarco Group.  The Port Loan is repayable in November 2020 and 
is currently accruing interest at 15%.  It is secured against the Comarco 
Group's Touchwood property valued at $9mn.  The sum repayable under the Port 
Loan would be approximately $1.3mn (c.GBP1mn). 
 
On 9 June 2019, AAA signed conditional share purchase agreements ("SPAs") to 
acquire the entire share capital of a number of the Comarco Group companies 
(the "Proposed Acquisition"). 
 
A further announcement was made by the Company on 4 November 2019 regarding the 
publication of a registration document, and its confirmation on its intention 
to proceed with the Proposed Acquisition.  Since that time AAA has had numerous 
meetings with institutional and other investors and has garnered significant 
international interest in investing in the Company.  Appetite from UK 
institutions was disappointing as funds at the smaller end of the market have 
struggled with the consequences of the demise of Woodford Investment 
Management, Brexit and the recently held General Election. 
 
We have seen significant interest from private equity and also strategic 
investors, but these groups typically do not invest directly in listed equity. 
The SPAs contained a long stop date of 31 December 2019, after which the 
agreements would lapse. 
 
In anticipation of the technical lapse of the SPAs, both the Company and the 
vendors of Comarco Group have verbally agreed to extend the long stop date. A 
signed extension will be obtained in the new year. 
 
AAA and the management of Comarco Group continue to believe a listing is 
important and also wish to deliver the value of the Port and its associated 
operations to the AAA shareholders. The intention is thus to continue with the 
Proposed Acquisition by way of a traditional public equity raise but also 
consider expanded structures where private equity or strategic investors may 
invest in the Comarco Group assets at an asset level alongside AAA.  The impact 
of such a structure would mean less dilution for AAA shareholders and yet still 
provide material exposure to the growth of the port and marine logistic 
businesses. 
 
Discussions are ongoing with numerous groups at both the public equity and 
asset level to determine the most beneficial structure and investment partner/ 
s.  The Board will keep shareholders appraised of developments in the weeks 
ahead. 
 
Simon Philips, Chief Executive of Comarco Group, commented: 
 
"We are pleased with the very strong interest shown by investors and their very 
high level of engagement in the process. Although disappointed by unfavorable 
and uncertain market conditions in London, I believe evaluating additional 
structures is in the best interests of AAA shareholders. We remain very excited 
about Comarco Group's activities and look forward to updating the market on 
progress in the future." 
 
For additional information please contact: 
 
Comarco Group                                               [phone] 
Simon Phillips (Chief Executive) 
 
VSA Capital Limited (Financial Adviser and Corporate        [phone] 
Broker) 
 
Andrew Monk (Corporate Broking) 
Andrew Raca (Corporate Finance) 
 
 
 
END 
 

(END) Dow Jones Newswires

December 31, 2019 03:50 ET (08:50 GMT)