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For Immediate Release
1 October 2019
Anglo African
Agriculture plc
(“AAA” or the
“Company”)
Publication of Circular and Notice of GM
Anglo African Agriculture PLC announces that it is today posting
a circular to shareholders (the "Circular") and a form of
proxy in relation to a general meeting of the Company (the
"General Meeting") to be convened to consolidate existing
ordinary shares at 20 for 1 into new ordinary shares (the “Share
Consolidation”) and to obtain authorities to issue new ordinary
shares in connection with the acquisition of Comarco Group and
associated fundraising that was previously announced on
10 June 2019 (the “Proposed
Acquisition”). “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). As part of the Proposed
Acquisition, the Company intends to undertake a fundraising of
$15 million in a placing at 10p per
new ordinary share together with a proposed vendor placing of
$7 million on behalf of certain
shareholders of Comarco Group (the “Fundraise”). The Company
is concurrently seeking approval for an off-market buyback of
shares related to the disposal of Dynamic Intertrade Agri (Pty)
Limited (“DIA”).
The Company is in the process of finalising a Share Registration
Document, which is currently being reviewed by the FCA. Once
approved the Company intends to publish the Share Registration
Document and a copy will be available on the Company's website.
Subject to the passing without amendment of each of the
Resolutions, the Company intends to undertake the Fundraising and,
subject thereto, publish a prospectus and seek admission of the
enlarged share capital to trading on the Main Market of the London
Stock Exchange (the “Re-Admission”). The exact timing of
Re-Admission cannot currently be determined.
Copies of the Circular are available for inspection on the
Company website at www.aaaplc.com or can be inspected at Company
office, 15-17 Eldon Street, London, EC2M 7LD, United Kingdom during normal business hours on
any weekday (excluding Saturdays, Sundays and public holidays) from
the date of this announcement until the conclusion of the General
Meeting and also at the place of the General Meeting from
9.00 a.m. on the day of the General
Meeting until the conclusion thereof. Copies of the Circular will
also be submitted to the National Storage Mechanism, where they
will be available for inspection at
www.morningstar.co.uk/uk/NSM.
A business presentation which provides further information
on Comarco Group will also be made available on the Company
website.
The Circular contains information on the background to and
reasons for the Proposed Acquisition, detailed information on
Comarco Group, and the actions to be taken by the shareholders of
the Company. The key sections of the Circular have been extracted
and included below.
Background
On 10 June 2019, the Company
announced that it had entered into conditional share purchase
agreements (the “Share Purchase Agreements”) to acquire from
the Sellers the entire issued share capital of the Comarco Group.
The consideration payable for the Proposed Acquisition is
US$30 million to be settled by the
issue to the sellers of New Ordinary Shares. The Share Purchase
Agreements are conditional on, amongst other things, the completion
of the Fundraising and Re-Admission.
The Directors believe that Comarco Group is a suitable
acquisition for the Company as the enlarged group will be better
positioned to deliver shareholder value in the medium and long
term. The enlarged group’s operations would thereafter principally
comprise a port and marine logistics business.
The purpose of the Circular is to:
-
provide the Company shareholders with additional details of the
background to, and reasons for, the Proposed Acquisition;
-
explain the detail of the proposed Share Consolidation and seek
shareholder approval for the same;
-
seek shareholder approval for the issue of new ordinary shares
to the sellers of the Comarco Group;
-
seek shareholder approval to the disapplication of pre-emption
rights in respect of the new ordinary shares to be issued;
-
seek approval to the off-market buyback of shares as part of the
terms for the disposal of DIA; and
-
to seek shareholder approval to reduce the amount of notice
required for a general meeting of the Company, other than its
annual general meeting, from 21 days to 14 days
Information on Comarco Group
Comarco Group was established in 1971, in Kenya before expanding its range of activities
and area of operations along the Eastern African seaboard.
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.
The 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 or commercial agreements with an aim to generate consistent
and predictable revenue streams.
-
Provision of the principal offshore supply base for the oil and
gas industry in Kenya. Anadarko
(2012/2013), BG (2014) and ENI (2019) all used the 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 Comarco Group has operated
extensively along the Eastern African seaboard: Djibouti, Kenya, Mozambique, Somalia, Comoros, Reunion Island, Mauritius, South
Africa, Tanzania.
Madagascar and Zanzibar. The Comarco Group is bidding on
additional work in Seychelles,
Sierra Leone and Burundi
General Meeting
The purpose of the General Meeting is to consider and, if
thought fit, pass the following resolutions (the
“Resolutions”), in each case as set out in full in the
notice of General Meeting. Resolutions 1 to 3 inclusive will be
proposed as ordinary resolutions and Resolutions 4 and 5 will be
proposed as special resolutions of the Company.
Set out below is a summary of the Resolutions
Resolution 1 – Share Consolidation
This resolution authorises the Company to consolidate every 20
existing ordinary shares of 0.1 pence
each into one New Ordinary Share of 2
pence in the capital of the Company.
Resolution 2 – Section 551 authority
This resolution deals with the directors’ authority to allot new
ordinary shares in the capital of the Company in accordance with
section 551 of the Act.
This resolution will give the directors authority to allot
shares in the capital of the Company up to a maximum nominal amount
of £16,000,000, including, conditional to Resolution 3 being
passed, up to a maximum nominal amount of £6,200 specifically for
the purpose of the off market purchase of New Ordinary Shares,
pursuant to the Buyback Agreement
This resolution is conditional upon Resolution 1 being
passed.
Resolution 3 – Buyback of Shares
This resolution approves the terms of a buy back agreement (the
“Buyback Agreement”) for the purchase by the Company from
ZRH Nominees (0105) Limited of 307,692 New Ordinary Shares at a
price equal to their nominal value and being for a total
consideration of £6,153.84.
A copy of the Buyback Agreement will be produced to the meeting
and made available at the Company’s registered office for not less
than 15 days ending with the date of the meeting
This authority will expire on 1 October
2020.
Resolution 4 – Disapplication of pre-emption rights
This resolution will give the directors authority to allot
shares in the capital of the Company pursuant to the authority
granted under Resolution 2 without complying with the pre-emption
rights in the Act.
Resolution 5 - Shortening the period of notice for a general
meeting
This resolution will shorten the period of notice for a general
meeting of the Company, other than its annual general meeting, from
21 clear days to 14 clear days.
Recommendation
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.
The Directors are of the opinion that passing the Resolutions is
in the best interest of the Company shareholders and the Company as
a whole. Accordingly, we recommend that the Company shareholders
vote in favour of each of the Resolutions.
For further information, please visit
www.aaaplc.com or contact the following:
Comarco
Group
Simon Phillips (Chief Executive)
Charlie Pettifer |
+254 (0)72 2410 404 |
|
|
VSA Capital Limited
(Financial Adviser and Corporate Broker) |
+44 (0)20 3005 5000 |
Andrew
Monk (Corporate Broking)
Andrew Raca (Corporate Finance) |
|
This announcement contains information which, prior to its
disclosure, was inside information for the purpose of the Market
Abuse Regulation