Anglo African Ag PLC Corporate Update and Issue of Convertible Loan Notes
March 23 2021 - 6:46AM
UK Regulatory
TIDMAAAP
The information contained within this announcement is deemed to constitute
inside information pursuant to the EU (Withdrawal) Act and amended pursuant to
Market Abuse (Amended) (EU Exit) Regulations 2019. Upon the publication of this
announcement, this inside information is now considered to be in the public
domain.
For immediate release
23 March 2021
Anglo African Agriculture plc
("AAA" or the "Company")
Corporate Update and Issue of Convertible Loan Notes
The Company is pleased to provide a progress update on the proposed acquisition
of the Comarco group of companies (the "Comarco Group"). The Comarco Group is
based in Mombasa, Kenya and is engaged in port and marine logistics activities
in East Africa.
Results for the year ended 31 October 2020
The Company earlier today released the Directors' Report and Financial
Statements for the year ended 31 October 2020 on the London Stock Exchange news
service. A copy of the announcement can be found on the Company's website (
www.aaaplc.com), in the "News and Documents" section.
Comarco business update
Despite the uncertainty created by Covid-related lockdowns and business
interruptions, the main markets in which Comarco operates have seen a rebound
in activity compared to the calendar year 2020.
Although the LNG project in Mozambique has already formally commenced, there
has been a pause caused by Covid and security concerns. The project is expected
to restart in earnest in July 2021. Comarco Marine Division is making the
necessary preparations in Mombasa and Mozambique with a number of strategic
partners to be ready when this happens. In the meantime the management team has
focused on regional projects and Comarco has secured contracts in the coastal
waters in and around Kenya, Tanzania, Mozambique and Somalia as well as its
first contract on Lake Tanganyika.
In the Comarco Port Division delivery of iron ore into the yard for export is
set to recommence in earnest in early April 2021. Negotiations to secure a
substantial coal import contract are at an advanced stage. This will
substantially boost throughput volumes and the overall performance of the port.
In the meantime Comarco's on-going work with the Fujita Corporation in support
of the Southern Bypass Road Construction project as well as the
soon-to-commence Kilindini harbour bridge construction project, will benefit
both the Marine and Port divisions.
Issue of Convertible Loan Notes
The Company is pleased to announce that it has agreed to issue £603,000 (gross)
convertible loan notes ("CLNs") by converting existing sums due to creditors
and also by raising sums from private investors. The proceeds will be used for
general working capital purposes and costs associated with the proposed
acquisition of the Comarco Group. The CLNs will attract interest at a fixed
rate of 12% compounded annually, are convertible into the Company's ordinary
shares at a price of 5p and, if converted, will entitle the noteholders to
receive warrants on a 1:1 basis in respect of ordinary shares that the CLNs
will be converted into and exercisable at a price of 5p per share for a period
of one year from issue. If not converted, the notes will be repayable on 23
March 2023.
Gross cash proceeds of £220,000 will be received from participating private
investors while the remaining £383,000 will result from settlement of existing
sums due to creditors by the Company.
Certain directors of the Company have agreed to convert the following sums owed
to them by the Company in respect of unpaid salaries into CLNs.
The following directors have agreed to convert the following amounts of their
outstanding director fees into CLNs on the same basis as the funds secured
from third party investors:
Matthew Bonner £
42,000
Robert Scott £
41,000
David Lenigas £
53,000
Total £
136,000
If the CLNs were converted, they would result in the directors receiving the
following number of shares and warrants:
Director Number of Percentage of Number of
shares issued share Warrants
capital
Matthew Bonner 3.8% 840,000
840,000
Robert Scott 3.7% 820,000
820,000
David Lenigas 4.8% 1,060,000
1,060,000
Total 12.4% 2,720,000
2,720,000
VSA Capital Limited, the Financial Adviser and Corporate Broker to the Company,
and a connected party due to Andrew Monk being a director of both the Company
and VSA Capital Limited, has agreed to convert £212,000 of its outstanding fees
into CLNs on the same basis as the funds secured from third party investors. If
the CLNs were converted, they would result in VSA Capital receiving the
4,240,000 ordinary shares amounting to 19.3 per cent. of the Company's issued
share capital, and 4,240,000 warrants.
In addition, the price of warrants attributable to the £250,000 convertible
loan note issued on 1 October 2018 for a two year term and extended to 30
September 2021 will be amended for the warrants to be exercisable at a price of
5p per share, instead of 7p.
The conversion of sums due to creditors and the capital raise demonstrates the
support the Company has been afforded by private investors as well as its
directors and creditors.
Transaction funding update
The Company is working with Comarco in order to secure the necessary
arrangements to provide sufficient working and expansion capital to conclude
the RTO and put the combined group on a growth path after Admission.
Discussions and due diligences with equity and debt funders are progressing.
Further announcements will be made once binding agreements are executed.
For further information, please visit www.aaaplc.com or www.comarcogroup.com
contact the following:
Anglo African Agriculture plc
David Lenigas, Non-Executive Chairman +44 (0)20 7440 0640
Rob Scott, Executive Director +27 (0)84 6006 001
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 Raca, Maciek Szymanski (Corporate Finance)
Andrew Monk (Corporate Broking)
END
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