Anglo African Ag PLC Proposed Acquisition of Comarco Group

 
TIDMAAAP 
 
10 June 2019 
 
                         Anglo African Agriculture plc 
 
                           ("AAA" or the "Company") 
 
 
                     Proposed Acquisition of Comarco Group 
                        and associated port operations 
 
              Proposed change of name to Agulhas Group Africa plc 
 
AAA is pleased to announce that it has signed conditional share purchase 
agreements to acquire the entire issued share capital of a number of 
companies within the Comarco group of companies that are based in Kenya and 
engaged in the port and marine logistics business (the "Proposed Acquisition"). 
The consideration will be USD 30m, payable in AAA new ordinary shares at 0.5p 
per share. The companies are: Consolidated Marine Contractors Limited (CMC); 
Comarco Properties (EPZ) Limited (CPL); Kenya Marine Contractors (EPZ) Limited 
(KMC); Touchwood Investments Limited (TIL) and Comarco Supply Base (EPZ) 
Limited (CSB) ( "Comarco Group"). The Proposed Acquisition is subject, inter 
alia, to an equity fundraising, the publication of a prospectus and shareholder 
approval in general meeting. 
 
Following a strategic review in 2018, AAA has been actively seeking to expand 
its activities beyond the agricultural sector while still utilising its 
directors' experience and network in sub-Saharan Africa. AAA announced on 30 
August 2018 a proposed loan facility to Comarco Group to help fund its working 
capital which was advanced to Comarco Group in November 2018. This was intended 
to be the first step in the diversification of AAA's revenues and to 
significantly grow the business. During the course of identifying means to 
restructure Comarco Group, the Proposed Acquisition as a solution became 
evident as a mutually beneficial opportunity to help grow both companies. 
Comarco Group requires access to capital markets to facilitate growth in its 
business, particularly in light of the current oil and gas and infrastructure 
development off the coast of East Africa and the increased opportunities for 
marine logistics companies that such development will bring. In summary, the 
Proposed Acquisition would be in the best interests to both the shareholders of 
AAA and Comarco Group for the following reasons outlined below: 
 
  * Allows the Company to acquire a reputable port and marine logistics 
    business at a strategic time when demand for such businesses have 
    increased; 
 
  * Comarco Group has US Dollar based revenues and a strong asset base; 
 
  * Allows the Company to diversify and grow the revenue and income base; 
 
  * Allows Comarco Group wider access to capital should further funds be 
    required for acquisitions or any future organic development beyond the 
    Enlarged Group's present plans; and 
 
  * Increases the Company's network of high level financial, government, 
    industry, and technical relationships, to support the Company's current and 
    future activities, many of which are in emerging markets. 
 
VSA Capital is acting as financial adviser and broker to AAA and will in due 
course be publishing equity research and conducting the equity fundraising 
following the publication of a Share Registration Document. In due course the 
Company expects to publish a Prospectus in respect of the proposed re-admission 
of the shares of the Enlarged Group ("Enlarged Group") to trading. 
 
Subject to completion of the Proposed Acquisition, the Company intends to 
change its name to Agulhas Group Africa plc. 
 
Reverse Takeover: 
 
The Proposed Acquisition, if completed, would result in current AAA 
shareholders having a minority interest (expected to be less than 5%) in the 
Enlarged Group and would constitute a Reverse Takeover ("RTO") under the 
Listing Rules. The RTO will be subject to an affirmative vote of the Company's 
shareholders and relevant regulatory and stock exchange approvals. Accordingly, 
as required by the FCA, a Share Registration Document and Prospectus are 
currently being prepared. The Company is not able to determine at this point 
when the Share Registration document will be published as it will have to be 
submitted and approved by the UKLA. 
 
 In due course a notice of general meeting (the "Notice of General Meeting") 
will be sent to the Company's shareholders which will, among other things, 
convene a general meeting of the Company at which resolutions approving the 
Proposed Acquisition will be proposed. 
 
The RTO remains subject to certain conditions being met, including an equity 
fundraising to provide sufficient working capital for the Enlarged Group. 
 
The Proposed Acquisition: 
 
The consideration for the Proposed Acquisition will be satisfied by the issue 
of new ordinary shares to the sellers of Comarco Group (the "Sellers") at 0.5p. 
At the same time, VSA Capital will conduct an equity fundraising of 
approximately USD 15 million to fund working capital and the growth of the 
Enlarged Group. It is also anticipated that there will be a vendor placing of 
approximately USD 6 million to provide funds for the Sellers to settle existing 
debts and related costs including capital gains tax. 
 
Information on Comarco Group: 
 
Comarco Group was established in 1971, in Mombasa, Kenya before expanding its 
range of activities and area of operations along the Eastern African seaboard 
and throughout the Indian Ocean. Comarco Group is a group of companies that 
consists of Consolidated Marine Contractors Limited (CMC); Comarco Properties 
(EPZ) Limited (CPL); Kenya Marine Contractors (EPZ) Limited (KMC); Touchwood 
Investments Limited (TIL) and Comarco Supply Base (EPZ) Limited (CSB). 
 
Comarco Group is one of the leading marine and specialised logistics 
contractors in the East African region with over forty five years' experience. 
Comarco Group operates its own fleet of tugs, barges, landing craft, supply 
vessels and specialised equipment for offshore, close shore, port and beach 
operations from its own private port facility, shipyard and supply base in 
Mombasa, Kenya. 
 
Comarco Port is a privately owned harbour fronting facility, which lies on the 
main port channel approximately 1km to seaward from Mombasa Port and 1km from 
the city centre. 
 
Comarco Group's business comprises of the following activities: 
 
  * Provision of high quality and efficient integrated port services, including 
    stevedoring, lighterage, stacking, warehousing, transportation and 
    logistics, which can handle various types of cargo including coal, 
    commodities, metal ores, oil and liquefied gas, project and general cargo. 
 
  * Provision of land and facilities to customers through long-term leases, 
    licences or commercial agreements with an aim to generate consistent and 
    predictable revenue streams. 
 
  * Provision of the principal offshore supply base for the Oil & Gas industry 
    in Kenya. Between 2010 and 2016, Apache, Anadarko and BG all used Comarco 
    Port as the supply base for their offshore drilling campaigns in Kenya. 
 
  * As a dedicated owner of vessels, Comarco Group offers comprehensive and 
    integrated marine logistic services to customers, through the charter 
    market, to meet their diverse transportation needs. 
 
  * Turnkey logistic solutions and project management for the Oil & Gas and 
    construction industries. 
 
Over the last five years the Group has operated extensively along the Eastern 
African seaboard: Kenya, Mozambique, Somalia, Comoros, Reunion Island, 
Mauritius, South Africa, Tanzania and Zanzibar. The Group is bidding on 
additional work in Namibia, Madagascar and Seychelles. 
 
History and Development: 
 
Comarco Group was established in 1971 initially as Diving Contractors Limited 
in Mombasa, Kenya, offering commercial diving services within the port of 
Mombasa. 
 
History of Comarco Group's marine contracting experience 
 
In the 1970's, Comarco Group developed its range of activities to include 
additional marine works and also expanded its operating range to include 
Tanzania, Somalia, Djibouti, Yemen and Ethiopia. In 1978, Comarco Group 
commenced acquiring its first offshore support and work vessels and secured its 
first oil and gas contract with Italian giant AGIP in southern Tanzania in the 
same year. 
 
In 1982, Diving Contractors Limited changed its name to Consolidated Marine 
Contractors Limited, to reflect the change in strategy in becoming a general 
marine contractor and from which the abbreviation "Comarco" is derived. In the 
following years, the company successfully supported oil and gas exploration 
projects for Esso Exploration in Mozambique, Amoco in Madagascar, Somalia, 
Kenya and Tanzania and Shell in Tanzania. 
 
Kenya Marine Contractors Limited was established in 1996 to operate as the 
principal floating asset owning and general marine contracting arm of Comarco 
Group in East Africa. Kenya Marine Contractors was converted to an EPZ (Export 
Processing Zone) company in 2003, the status of which is maintained today. 
 
Comarco Supply Base (EPZ) Limited was incorporated in Mombasa and registered 
within the EPZ programme in 2013. This company was to provide shore base 
assets, equipment and services to the burgeoning East African offshore oil and 
gas industry where, oilfield materials and equipment would be imported into the 
EPZ, services performed on such materials and equipment and thereafter exported 
upon completion of the project. 
 
Over the years, a strong acquisition programme has seen Kenya Marine 
Contractors and Comarco Supply Base take ownership of numerous marine assets 
and support equipment, which has made Comarco Group one of the largest marine 
contracting and logistics companies based in the East African region. 
 
History of Comarco Port 
 
In 1974, Comarco Group acquired the freehold harbour fronting property, Mombasa 
Block XLVII / 54. This was the first of four property purchases including, in 
the 1980's, a second freehold harbour facing property Mombasa Block XLVII/65, 
which now comprise the current private port area. In 1983, the Company formally 

acquired the leasehold rights for plot Mombasa Block XLVII / 148 from the Kenya 
Port Authority, being the area reclaimed from the sea by Comarco Group in order 
to expand its port operating area. This lease was extended by both parties in 
2016 for a further thirty three year term. 
 
In 1992, Comarco Group incorporated Comarco Properties Limited as a property 
holding company to hold the two freehold titles, Blocks 54 and 65 as well as 
being the registered leasehold owner of Block 148. Comarco Properties was 
converted to an EPZ company in 2003, which status is maintained today. 
 
In 2012, Comarco Group acquired Touchwood Investments Limited, which is the 
registered leasehold owner from the Kenya Port Authority of Mombasa Block XLVII 
/ 137, comprising 4.5 acres of adjoining harbour fronting property. This 
enabled Comarco Group to build the Port to the size and capacity in which it 
currently operates. The Port facility is now one of the largest privately owned 
and operated ports along the East African coast and is based within the 
confines of the busiest port in East Africa. 
 
Strong Oil and Gas Cycle 2008-2014 
 
From 2008 there was a substantial increase in oil and gas exploration activity 
in the East African region, most notably in Kenya, Tanzania and Mozambique. 
Comarco Group provided supply base facilities at its Port for Apache, Anadarko, 
BG and ENI. 
 
Furthermore, Comarco Group provided marine support and vessels for ENI in 
Mozambique, and StatOil, Petrobras, Heritage, BG and Fugro in Tanzania. Comarco 
Group also provided vessels, marine support and project management services for 
the China National Petroleum Corporation (CNPC) in Tanzania. 
 
In addition to the oil and gas activity, there was a marked increase in 
infrastructure development in the region. This significant growth enabled 
Comarco Group to substantially increase its asset base, including property, 
marine equipment and port equipment assets. By acquisition and reclamation, the 
Port was expanded by an additional 20,000m2 to cater for increased oilfield 
demand for space and services. The Port was upgraded to comply with 
international oil and gas standards and has subsequently passed audits by BG, 
Shell and ENI. 
 
The substantial capital investments in the Port, together with the operational 
experience gained by both the management and workforce during this period, 
places Comarco Group in a strong position to benefit from the next cycle of oil 
and gas exploration and infrastructure development in the region. 
 
Port: 
 
The Port totals 16.45 acres including over 40,000 m² of open storage, covered 
storage space, office space and facilities, mobile and crawler cranes up to 250 
tonnes capacity, a marine engineering workshop and a 24 hour Operations Centre. 
The main sufferance wharf, with a minimum draft of 7.5 metres alongside and is 
capable of handling ships of up to 130 metres Length Overall (LOA). The wharf 
has direct frontage to Liwatoni Bay and the main commercial shipping channel. 
 
Comarco Group operates the Port on a 24-hour basis and vessels may be loaded 
and discharged by experienced stevedores and winchmen as required. 
 
In February 2017, Comarco Port was successfully audited and approved by Shell 
for marine and support operations for its work in East Africa. This audit 
demonstrates and confirms that Comarco Group has the positioning, resources and 
standards to deliver on oil and gas contracts as the industry makes a return to 
East Africa. 
 
Historical Financial Information of Comarco Group: 
 
The following information comprises combined financial information based on 
audited financial statements of the entities within the Comarco Group together 
with the revaluation of certain investment properties. 
 
COMBINED STATEMENT OF COMPREHENSIVE INCOME 
 
For the periods 
 
                                             Year      Year      Year 
                                            ended  ended 30  ended 30 
                                               30 September September 
                                        September      2017      2016 
                                             2018 
 
Continuing Operations                       $'000     $'000     $'000 
 
Revenue                                     7,396     5,752     9,944 
 
Cost of Sales                             (6,330)   (2,521)   (4,902) 
 
Gross profit/(loss)                         1,066     3,231     5,042 
 
Other operating income                      7,467     1,971       575 
 
Administrative expenses                   (1,262)   (1,696)   (2,137) 
 
Other operating expenses                  (2,828)   (4,115)   (2,134) 
 
Net Related party write offs                (706)  (11,598)         - 
 
Operating profit/(loss)                     3,737  (12,207)     1,346 
 
Finance costs                             (2,507)   (2,306)   (1,457) 
 
Profit/(loss) before tax                    1,230  (14,513)     (111) 
 
Tax (charge)/credit                         (339)     (514)       440 
 
Net Profit/(loss)                             891  (15,027)       329 
 
Other comprehensive income: 
 
Items that will or may be reclassified 
to profit or loss: 
 
Revaluation of plant and equipment         36,436         -         - 
 
Items that will not be reclassified to 
profit or loss: 
 
Deferred tax relating to items that       (2,048)         -         - 
will not be reclassified 
 
Total comprehensive income                 35,279  (15,027)       329 
 
COMBINED STATEMENTS OF FINANCIAL POSITION 
 
As at 
 
                                          Year ended Year ended Year ended 
                                                  30         30         30 
                                           September  September  September 
                                                2018       2017       2016 
 
                                               $'000      $'000      $'000 
 
Non-current assets 
 
Property, plant and equipment                 59,673     24,474     26,966 
 
Investment property                           11,905      4,719      4,810 
 
                                              71,578     29,193     31,776 
 
Current assets 
 
Trade and other receivables                    4,683      5,592     22,778 
 
Inventories                                      228        226        263 
 
Cash and cash equivalents                        185        223        456 
 
Tax recoverable                                   21         26         27 
 
                                               5,117      6,067     23,524 
 
Total assets                                  76,695     35,260     55,300 
 
Equity attributable to owners of the 
parent 
 
Share capital                                  1,697      1,697      1,697 
 
Other reserve                                 38,871      4,456      4,723 
 
Retained earnings                            (4,274)    (5,165)      9,862 
 
Total equity                                  36,294        988     16,282 
 
Non-current liabilities 
 
Borrowings                                    16,172     15,657     14,719 
 
Deferred tax                                   2,856        474          - 
 
                                              19,028     16,131     14,719 
 
Current liabilities 
 
Trade and other payables                       8,396      5,862     11,662 
 
Tax payable                                        7          -          - 
 
Borrowings                                    12,967     12,253     12,592 
 
Other accrued liabilities                          3         26         45 
 
                                              21,373     18,141     24,299 
 
Total liabilities                             40,401     34,272     39,018 
 
Total equity and liabilities                  76,695     35,260     55,300 
 
 
COMBINED STATEMENT OF CHANGES IN EQUITY 
 
                                            Share      Other   Retained      Total 
                                          capital    reserve   earnings 
 
                                            $'000      $'000      $'000      $'000 
 
Balance as at 01 October 2015               1,697      4,204      9,533     15,434 
 
Profit                                          -          -        329        329 
 
Currency translation differences                -        519          -        519 
 
Other comprehensive income                      -          -          - 
 
Total comprehensive income for                  -        519        329        848 
the year 
 
Balance as at 30 September 2016             1,697      4,723      9,862     16,282 
 
Balance as at 01 October 2016               1,697      4,723      9,862     16,282 
 
Loss                                            -          -   (15,027)   (15,027) 
 
Currency translation differences                -      (267)          -      (267) 
 
Other comprehensive income                      -          -          - 
 
Total comprehensive income for                  -      (267)   (15,027)   (15,294) 
the year 
 
Balance as at 30 September 2017             1,697      4,456    (5,165)        988 
 
Balance as at 01 October 2017               1,697      4,456    (5,165)        988 
 
Profit                                          -          -        891        891 
 
Currency translation differences                -         27          -         27 
 
Other comprehensive income                      -     34,388          -     34,388 
 
Total comprehensive income for                  -     34,415        891     35,255 
the period 
 
Balance as at 30 September 2018             1,697     38,871    (4,274)     36,294 
 
COMBINED CASH FLOW STATEMENTS 
 
For the periods 
 
                                        Year ended Year ended Year ended 
                                                30         30         30 
                                         September  September  September 
                                              2018       2017       2016 
 
                                             $'000      $'000      $'000 
 

Cash flows from operating activities 
 
Profit/(Loss)                                1,230   (14,513)      (112) 
 
Adjustments for: 
 
Depreciation and amortisation                1,225      1,314      1,397 
 
Interest expense                             3,037      2,057      1,981 
 
Profit/(Loss) on disposal of property          413        340       (19) 
plant and equipment 
 
Revaluation of investment property         (7,081)          -          - 
 
Changes in working capital - 
 
Other accrued liabilities                     (24)       (18)       (27) 
 
Inventories                                      3         32        308 
 
Trade and other receivables                  1,046     16,809    (4,355) 
 
Trade and other payables                     2,395    (5,603)      5,421 
 
Cash generated from operations               2,244        418      4,594 
 
Income taxes paid                                -       (38)       (99) 
 
Interest expense                           (3,037)    (2,057)    (1,981) 
 
Net cash flows from operating                (793)    (1,677)      2,514 
activities 
 
Investing activities 
 
Purchase of property, plant and              (133)          -    (1,129) 
equipment 
 
Sale of property, plant and equipment          330        334      1,299 
 
Net cash used in investing activities          197        334        170 
 
Financing activities 
 
Proceeds from borrowing                      4,746      1,231      2,820 
 
Repayments from borrowing                    (390)      (390)    (4,749) 
 
Net cash generated from financing            4,356        841    (1,929) 
activities 
 
Net increase in cash and cash                3,760      (502)        755 
equivalents 
 
Cash and cash equivalents at beginning     (7,669)    (7,306)    (7,802) 
of period 
 
Exchange differences on cash and cash        (275)        139      (259) 
equivalents 
 
Cash and cash equivalents at end of        (4,184)    (7,669)    (7,306) 
period 
 
 
The proposed changes to the Board: 
 
Upon Re-Admission of the Enlarged Group, Andrew Monk, David Lenigas, and George 
Roach will resign from the Board. Matt Bonner and Robert Scott will remain. 
 
The following table lists the names and positions of the Proposed Directors of 
the Enlarged Group upon Re-Admission: 
 
Name                  Position 
 
Brian Hall            Non-Executive 
                      Chairman 
 
Simon Phillips        Chief Executive 
                      Director 
 
Charlie Pettifer      Executive Director 
 
Hemant Thanawala      Non-Executive 
                      Director 
 
On Re-Admission, the Proposed Board will therefore comprise: 
 
Brian Hall (aged 73) - Non-Executive Chairman 
 
Brian has over 40 years' experience in natural resources and is a Chartered 
Accountant. In 1991 he became CEO of Aminex PLC, an international oil and gas 
company, launching a successful venture into Russia in 1993 and distributing 
the exit profits to shareholders in 2001 and subsequently became the Chairman 
from 2007 until 2018. He has operated across both developed and emerging market 
countries and guided Aminex through several significant ventures. He started 
his oil industry career with Hamilton Brothers Oil and Gas Limited, where he 
served as a Member of the team which brought on stream Argyll, the UK North 
Sea's first oilfield. He also served as UK Manager for Lochiel Exploration of 
Canada and was responsible for building up that company's interests outside 
North America. He served as a Non-Executive Director at Canyon Oil and Gas Ltd 
and currently serves as a non-exec chairman of Great Western Mining Corporation 
plc. 
 
Simon Phillips (aged 51) - Chief Executive Director 
 
Simon has 23 years of management experience within the African port and marine 
logistics industry. Simon joined Comarco Group in 1996 as Administrative 
Manager that was responsible for the establishment of Kenya Marine Contractors. 
Simon was appointed as Managing Director of KMC and then Managing Director of 
Comarco Group in 2013, a position he has held ever since. He has played an 
integral part in the expansion of Comarco Group throughout Africa over the past 
22 years. During this period Comarco Group has developed a significant 
privately-owned port in the region and one of the largest tug and barge fleets 
along the East African seaboard. In 2012 Simon founded Specialised Vessel 
Services alongside Charlie Pettifer and now serves as the Executive Chairman. 
Simon qualified as an attorney and notary in South Africa (non-practising) with 
a specialisation in maritime and commercial law. Simon holds a BA and an LLB in 
Law from the University of Cape Town. 
 
Charlie Pettifer (aged 54) - Executive Director 
 
Charlie has principal responsibility for commercial development of the 
business. Charlie has 25 years' experience in African business development and 
management specifically within the security, private equity, natural resource 
and maritime sectors. Prior to joining Comarco Group, Charlie was the CEO of 
Rapport Research & Analysis Ltd, where Charlie ran a gold purchasing operation 
in Ghana. He was the Operations Director of a corporate finance boutique in 
London that established a private equity fund focussed on African natural 
resources. Charlie was CEO of African Gold & Diamonds Ltd, a mining company 
focussed on Sierra Leone and West Africa. He was CEO of Bushveld Platinum a 
mining exploration company focussing on platinum in South Africa. In 2012 
Charlie founded Specialised Vessel Services with Simon Phillips, a provider of 
safety, security and standby vessels to the offshore oil & gas industry in 
Africa and is a director of the company. In 2008, he became the Regional 
Manager in East Africa for Drum Cussac establishing the company in the region 
and growing it to an annual turnover of $80m. Charlie attended the Royal 
Military Academy at Sandhurst and was subsequently commissioned as an officer 
in the Coldstream Guards. Charlie holds a BA (Hons) in Politics and 
International Relations from University of Exeter. 
 
Robert Scott (aged 51) - Executive Director 
 
Rob has principal responsibility for the day to day operation and management of 
Dynamic Intertrade, a spice manufacturing business. He has over 30 years 
financial and investment management experience with the last ten years 
specifically focussed in mining within central and southern Africa and is a 
Chartered Accountant (CA(SA)) by profession. He served as Country Manager for 
Lonrho and has served as the General Manager of Uramin's South African 
operations. He held executive and senior positions with a number of companies 
across countries such as South Africa, Angola, Mozambique, Zimbabwe, DRC, CAR, 
Rwanda, Tanzania, Kenya, Nigeria, Niger and Namibia amongst others. He was also 
involved in hotels, agriculture, shipping, consumer products and construction 
amongst many other industries. Rob has been a Director of Dynamic Intertrade 
(Pty) Limited for 5 years and is responsible for setting the strategy for 
Dynamic and has an intimate understanding of its day-to-day operations. He has 
served on a number of other public and private company boards. Rob began his 
career and qualified with Deloitte South Africa after obtaining his Certificate 
of Theory of Accounting (CTA) from the University of Cape Town. 
 
Hemant Thanawala (aged 61) - Non-Executive Director 
 
Hemant has over 30 years' professional and commercial experience and is a 
Chartered Accountant (FCA) by profession. He has many years of experience of 
not only living in Kenya and the region but also conducting business there. He 
played a key role in the AIM listings of Nautical Petroleum plc in 2005 and 
Quadrise Fuels International plc in 2006, assuming the role of Finance Director 
in both companies upon their listings. Prior to 2005, Hemant served as CFO of 
Masefield AG, a Swiss-based energy trader, for a period of 4 years. Between 
1989 and 2001, he served as CFO for Premier Telesports Group and Rostel Group, 
with diversified business interests in the emerging markets of Eastern Europe, 
Former Soviet Union and Africa. Before that, Hemant was engaged in professional 
practice, following his qualification with KMG Thomson McLintock (now KPMG) in 
1981. He served as an Executive Director of Quadrise Fuels International plc, 
from April 19, 2006 to September 1, 2009 and as a Director of Nautical 
Petroleum PLC. until October 2008. 
 
Matthew Bonner (aged 39) - Non-Executive Director 
 
Matthew has significant financial leadership experience within the mining, 
energy and agriculture sectors, and emerging markets. He has advised on 
domestic and cross border public and private M&A, joint ventures, capital 
market transactions and project development. He is currently the Chief 
Operating Officer at EAS Advisors LLC, a New York based corporate advisory firm 
focused on supporting public and private companies predominantly in the natural 
resource and commodity sectors. Prior to joining EAS Advisors he was the 
General Counsel at BalanTrove Partners, a New York based hedge fund focused on 
energy, mining and infrastructure. He has also worked as a lawyer at Baker & 
McKenzie and Bowman Gilfillan in London and Johannesburg. He holds Series 7, 63 
and 79 licenses provided by the Financial Industry Regulatory Authority in the 
USA. He is admitted as a member of the New York Bar, a solicitor in England and 
Wales (non-practising) and an attorney and notary in South Africa 
(non-practising). Matthew holds a BA and LLB in Law from the University of 
Witwatersrand. 
 
AAA Chairman, David Lenigas, said: 
 
"This transaction marks a turning point for Anglo African Agriculture. One of 
AAA's primary reasons for becoming involved with Comarco Group is based on the 
Company's belief that ports are long term growth assets and this particular 
port is of considerable strategic importance to East Africa. While Mombasa has 
long served as a key port in East Africa, the recently constructed railway 
project linking Mombasa to Kenya's capital city Nairobi has significantly 

reduced the journey time by 7.5 hours compared to the previous railway line. 
Large scale infrastructure improvements such as these only add to Mombasa's 
strategic importance in the region. 
 
We have further been encouraged by the recent oil and gas transactional 
activity in the region and the ongoing liquefied natural gas focused work in 
Mozambique, all of which bode well for Comarco Group's marine logistics focused 
business. We are delighted to have reached agreement to acquire Comarco Group 
and we look forward to concluding the fundraising and the transaction in due 
course to set the Enlarged Group up for an exciting future." 
 
Comarco Group CEO, Simon Phillips, commented: 
 
"We have been working with the AAA team and their advisers for many months now 
and quickly came to the conclusion that an RTO of AAA was a good opportunity to 
access capital markets to drive growth in the group". 
 
Information for bona fide, unconnected sell-side research analysts: 
 
In accordance with the provisions of the Conduct of Business Sourcebook of the 
FCA Handbook, (COBS 11.A), any unconnected sell-side research analysts 
interested in initiating coverage should in the first instance contact VSA 
Capital as set out below. 
 
The information communicated in this announcement is inside information for the 
purposes of Article 7 of Regulation 596/2014 ("MAR"). The Company will continue 
to update the market as and when appropriate. 
 
For further information, please visit www.aaaplc.com or www.comarcogroup.com 
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) 
 
 
Moshe Capital (Listing Agent for Africa)           [phone] 
Mametja Moshe                                      [phone] 
 
 
Anglo African Agriculture plc 
 
Rob Scott, Executive Director                      [phone] 
 
 
 
END 
 

(END) Dow Jones Newswires

June 10, 2019 02:01 ET (06:01 GMT)