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 shares |
Percentage of issued
share capital |
Number of
Warrants |
Matthew Bonner |
840,000 |
3.8% |
840,000 |
Robert Scott |
820,000 |
3.7% |
820,000 |
David Lenigas |
1,060,000 |
4.8% |
1,060,000 |
Total |
2,720,000 |
12.4% |
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)
Charlie Pettifer |
+27 (0)82 6191 081
+44 (0)77 8811 4411 |
|
|
VSA Capital Limited
(Financial Adviser and Corporate Broker) |
+44 (0)20 3005 5000 |
Andrew
Raca, Maciek Szymanski (Corporate Finance)
Andrew Monk (Corporate Broking) |
|