Anglo African Ag PLC Intention to Float
November 04 2019 - 7:30AM
UK Regulatory
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) +27 (0)82 6191 081
Charlie Pettifer +44 (0)77 8811 4411
VSA Capital Limited (Financial Adviser and +44 (0)20 3005 5000
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
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