TIDMANIC
RNS Number : 4081U
Agronomics Limited
02 December 2021
Results of the Placing and Subscription and Launch of Open
Offer
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO, THE UNITED
STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE
UNITED STATES OR THE DISTRICT OF COLUMBIA), CANADA, AUSTRALIA,
JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. PLEASE SEE THE
IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY
THE GROUP TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE
MARKET ABUSE REGULATION (EU) NO. 596/2014, AS IT FORMS PART OF UK
DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018.
UPON PUBLICATION OF THIS ANNOUNCEMENT, THIS INFORMATION IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN.
2 December 2021
Agronomics Limited
("Agronomics" or the "Group" or the "Company")
Results of the Placing and Subscription
Proposed Open Offer to raise up to GBP6.5 million
Further to the announcement made on 1 December 2021 by the
Company in connection with the proposed placing and subscription to
raise a minimum of GBP25.0 million (the "Placing Announcement"),
Agronomics, a leading listed investor in cellular agriculture,
announces that it has successfully raised total gross proceeds of
GBP27.75 million before expenses under the Placing and Subscription
at an Issue Price of 23 pence per Unit. Each Unit consists of one
ordinary share and one November 2021 Warrant.
This includes amounts from Directors of the Company, including
Jim Mellon through Galloway Limited, who have confirmed their
intention to subscribe for an additional minimum of GBP2.3 million.
As the Company is currently in a close period under MAR until the
publication of its results for the financial year ended 30 June
2021, the Directors are not permitted to enter into a subscription
agreement until after publication of these results (and subject to
each not being in possession of any other unpublished price
sensitive information at such time). It is expected that the
Results will be published before the Subscription Closing Date, and
the Directors expect to able to participate in the Directors'
Intended Subscription as indicated.
In addition, as announced on 1 December 2021, in order to
provide shareholders who did not have the opportunity to
participate in the Placing and Subscription to now do so, the
Company is undertaking an Open Offer to allow Qualifying
Shareholders to subscribe for an aggregate of 28,558,897 Open Offer
Units at the Issue Price of 23 pence per Open Offer Unit to raise
up to an aggregate c. GBP6.6 million.
Pursuant to the Open Offer, Qualifying Shareholders will be
given the opportunity to subscribe for:
1 Open Offer Unit for every 28 Existing Ordinary Shares
held by Qualifying Shareholders at the Record Date and so on in
proportion for any other number of Existing Ordinary Shares then
held. The Record Date for receiving Entitlements Under the Open
Offer is 6.00 p.m. on 1 December 2021 and Existing Ordinary Shares
are expected to be marked "ex" by the London Stock Exchange at 8.00
a.m. on 3 December 2021. A full timetable is set out below in the
appendix.
Other than where defined, capitalised terms used in this
announcement have the meanings given to them in the Placing
Announcement.
Results of the Placing and Subscription
The Group is pleased to announce that following an accelerated
bookbuild process, a total of 92,254,805 Placing Units have been
successfully placed by Cenkos Securities Plc at a price of 23 pence
per Placing Unit (the "Placing Shares"), with new and existing
investors. In addition, a further 18,397,369 Subscription Units
have been subscribed for under the Subscription. In total the
Placing and Subscription has raised gross proceeds of GBP25.5
million (net proceeds of approximately GBP24.4 million after
expenses) subject to the Placing Agreement becoming unconditional.
The Issue Price represents a discount of 6.1 per cent. to the
closing price of Ordinary Shares on AIM on 30 November 2021 and
19.9 per cent. to the average daily volume weighted average price
of Ordinary Shares on AIM for the 20 days to 30 November 2021. The
Issue Price is also at a premium of 77.1 per cent. to the latest
reported net asset value ("NAV") of 12.99 pence per share as at 30
September 2021.
The Placing Shares and the Subscription Shares together
represent 13.8% of the Existing Ordinary Shares. From the date of
their issue, the Placing Shares and the Subscription Shares will
rank pari passu in all respects with the Ordinary Shares currently
in issue.
The New Shares and any shares issued pursuant to the exercise of
the November 2021 Warrants will be issued pursuant to the existing
Shareholder authorities granted at the general meeting of the
Company held in May 2021 and therefore no Shareholder approval is
required in respect of the Fundraising. Application has been made
for the Placing Shares to be admitted to trading on AIM which is
expected to occur at 8.00 a.m. on 8 December 2021. In order to
provide sufficient time for the settlement procedure and payment of
funds under the Subscription, application will be made for the
Subscription Shares to be admitted to trading on AIM which is
expected to occur at 8.00 a.m. on 21 2021.
Neither the Placing nor the Subscription have been underwritten.
The Placing was conducted by way of an accelerated book build
process. Cenkos acted as sole bookrunner in connection with the
Placing.
Open Offer
The Company is proposing to raise up to approximately GBP6.6
million (before expenses) through an Open Offer pursuant to which
Qualifying Shareholders will have an opportunity to subscribe for
an aggregate of 28,558,897 Open Offer Units at an Issue Price of 23
pence per Open Offer Unit. Each Open Offer Unit consists of one
ordinary share and one November 2021 Warrant.
Pursuant to the Open Offer, Qualifying Shareholders will be
given the opportunity to subscribe for:
1 Open Offer Unit for every 28 Existing Ordinary Shares
held by Qualifying Shareholders at the Record Date and so on in
proportion for any other number of Existing Ordinary Shares then
held.
Any Open Offer Units not subscribed for by Qualifying
Shareholders will be available to Qualifying Shareholders under the
Excess Application Facility and as such, Qualifying Shareholders
seeking to limit their dilution from the Placing and Subscription
can also request additional Open Offer Units under the Excess
Application Facility. The Open Offer is not being underwritten.
The Open Offer is conditional upon, among other things,
Admission of the Placing Shares having become effective at or
before 8.00 a.m. on 8 December 2021 (or such later time and/or date
as Cenkos may agree with the Company not being later than 8.00 a.m.
on 31 December 2021).
Posting of Circular
The Company also confirms that a circular, which contains
further details regarding the Open Offer (the "Circular"), will be
posted tomorrow to Qualifying Shareholders, along with the
Application Form (where applicable). The Circular will also be made
available on the Company's website: https://agronomics.im/ .
Richard Reed, Chairman of Agronomics Limited, said:
"We are very pleased to announce another successful fund raise
and would like to thank all of our existing and new shareholders as
Agronomics continues on its rapid growth trajectory. This financing
will allow for further investment into current portfolio companies
and projects and a pipeline of exciting new opportunities within
the rapidly expanding cellular agriculture sector."
Total Voting Rights
Application has been made for the Placing Shares to be admitted
to trading on AIM, and it is expected that Admission of the Placing
Shares will occur at 8.00 a.m. on 8 December 2021. Following
Admission of the Placing Shares the Group's issued ordinary share
capital will comprise 891,903,935 Ordinary Shares, none of which
are held in treasury.
Therefore, following Admission of the Placing Shares, the total
number of Ordinary Shares with voting rights in the Group will be
891,903,935, which may be used by Shareholders as the denominator
for the calculations by which they will determine if they are
required to notify their interest in, or a change to their interest
in, the Group under the FCA's Disclosure Guidance and Transparency
Rules.
Application will be made for the Subscription Shares and the
Open Offer Shares to be admitted to trading on AIM on 21 December
2021.
For further information, please contact:
Agronomics Limited Beaumont Cornish Limited Cenkos Securities Plc TB Cardew
The Company Nomad Broker Public Relations
------------------------- ---------------------- ------------------------
Richard Reed Roland Cornish Giles Balleny Ed Orlebar
Denham Eke James Biddle Michael Johnson Joe McGregor
------------------------- ---------------------- ------------------------
+44 (0) 20 7930 0777
+44 (0) 7738 724 630
+44 (0) 1624 639396 +44 (0) 207 628 3396 +44 (0) 207 397 8900 agronomics@tbcardew.com
------------------------- ---------------------- ------------------------
APPIX - TIMETABLE
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Record Date and time for entitlements under the 6.00 p.m. on 1 December
Open Offer 2021
Announcement of the Fundraising 2 December 2021
Existing Ordinary Shares marked 'ex' by London 8.00 a.m. on 3 December
Stock Exchange 2021
Announcement of the results of the Placing and 2 December 2021
launch of the Open Offer
Posting of this Document and, to Qualifying Non-CREST 3 December 2021
Shareholders, the Application Form
Basic Entitlements and Excess Open Offer Entitlements As soon as possible
credited to stock accounts in CREST of Qualifying after 8.00 a.m. on
CREST Shareholders 4 December 2021
Admission and commencement of dealings in the 8.00 a.m. on 8 December
Placing Shares on AIM 2021
CREST accounts expected to be credited for the 8 December 2021
Placing Units to be held in uncertificated form
Latest date for posting of share and warrant certificates Within 10 business
for the Placing Units in certificated form (if days from Placing Admission
applicable)
Recommended latest time for requesting withdrawal 4.30 p.m. on 14 December
of Basic Entitlements and Excess Open Offer Entitlements 2021
from CREST
Latest time and date for depositing Basic Entitlements 3.00 p.m. on 15 December
and Excess CREST Open Offer Entitlements in CREST 2021
Latest time and date for splitting Application 3.00 p.m. on 16 December
Forms (to satisfy bona fide market claims only) 2021
Latest time and date for receipt of completed 11.00am on 20 December
Application Forms and payment in full under the 2021
Open Offer or settlement of relevant CREST instructions
(as appropriate)
Announcement of result of Open Offer 21 December 2021
Admission and commencement of dealings in the 8.00 a.m. on 22 December
Open Offer Shares on AIM 2021
CREST accounts expected to be credited for the 22 December 2021
Open Offer Units to be held in uncertificated
form
Latest date for posting of share and warrant certificates Within 10 business
for the Open Offer Units in certificated form days of Admission of
(if applicable) Open Offer Shares
---------------------------------------------------------- -----------------------------
Notes: Each of the times and dates referred to above and where
used elsewhere in this Announcement refer to GMT (unless otherwise
stated) and are subject to change by the Company (with the
agreement of the Broker), in which case details of the new times
and dates will be notified to the London Stock Exchange and the
Company will make an appropriate announcement through a Regulatory
Information Service.
IMPORTANT NOTICES
Terms defined at the end of this announcement have the meaning
given thereto when used in this announcement.
This announcement is not an offer to sell or a solicitation of
any offer to buy the New Shares in the United States, Australia,
Canada, New Zealand or the Republic of South Africa, Japan, or in
any other jurisdiction where such offer or sale would be
unlawful.
This Announcement is not for publication or distribution,
directly or indirectly, in or into the United States of America.
This announcement is not an offer of securities for sale into the
United States. The securities referred to herein have not been and
will not be registered under the U.S. Securities Act of 1933, as
amended, and may not be offered or sold in the United States,
except pursuant to an applicable exemption from registration. No
public offering of securities is being made in the United
States.
The merits or suitability of any securities must be
independently determined by the recipient on the basis of its own
investigation and evaluation of the proposed investment trust. Any
such determination should involve, among other things, an
assessment of the legal, tax, accounting, regulatory, financial,
credit and other related aspects of the securities.
This announcement may not be used in making any investment
decision. This announcement does not contain sufficient information
to support an investment decision and investors should ensure that
they obtain all available relevant information before making any
investment. This announcement does not constitute and may not be
construed as an offer to sell, or an invitation to purchase or
otherwise acquire, investments of any description, nor as a
recommendation regarding the possible offering or the provision of
investment advice by any party. No information in this announcement
should be construed as providing financial, investment or other
professional advice and each prospective investor should consult
its own legal, business, tax and other advisers in evaluating the
investment opportunity. No reliance may be placed for any purposes
whatsoever on this announcement or its completeness.
Nothing in this announcement constitutes investment advice and
any recommendations that may be contained herein have not been
based upon a consideration of the investment objectives, financial
situation or particular needs of any specific recipient.
The information and opinions contained in this announcement are
provided as at the date of the document and are subject to change
and no representation or warranty, express or implied, is or will
be made in relation to the accuracy or completeness of the
information contained herein and no responsibility, obligation or
liability or duty (whether direct or indirect, in contract, tort or
otherwise) is or will be accepted by the Company, Cenkos, or any of
their affiliates or by any of their respective officers, employees
or agents in relation to it. No reliance may be placed for any
purpose whatsoever on the information or opinions contained in this
announcement or on its completeness, accuracy or fairness. The
document has not been approved by any competent regulatory or
supervisory authority.
Potential investors should be aware that any investment in the
Company is speculative, involves a high degree of risk, and could
result in the loss of all or substantially all of their investment.
Results can be positively or negatively affected by market
conditions beyond the control of the Company or any other person.
The returns set out in this document are targets only. There is no
guarantee that any returns set out in this document can be achieved
or can be continued if achieved, nor that the Company will make any
distributions whatsoever. There may be other additional risks,
uncertainties and factors that could cause the returns generated by
the Company to be materially lower than the returns set out in this
announcement. Past performance cannot be relied on as a guide to
future performance.
The information in this announcement may include forward-looking
statements, which are based on the current expectations and
projections about future events and in certain cases can be
identified by the use of terms such as "may", "will", "should",
"expect", "anticipate", "project", "estimate", "intend",
"continue", "target", "believe" (or the negatives thereon) or other
variations thereon or comparable terminology. These forward-looking
statements, as well as those included in any related materials, are
subject to risks, uncertainties and assumptions about the Company,
including, among other things, the development of its business,
trends in its operating industry, and future capital expenditures
and acquisitions. In light of these risks, uncertainties and
assumptions, the events in the forward-looking statements may not
occur.
Each of the Company, Cenkos, and their affiliates and their
respective officers, employees and agents expressly disclaim any
and all liability which may be based on this announcement and any
errors therein or omissions therefrom.
No representation or warranty is given to the achievement or
reasonableness of future projections, management targets,
estimates, prospects or returns, if any. Any views contained herein
are based on financial, economic, market and other conditions
prevailing as at the date of this announcement. The information
contained in this announcement will not be updated.
This announcement does not constitute or form part of, and
should not be construed as, any offer or invitation or inducement
for sale, transfer or subscription of, or any solicitation of any
offer or invitation to buy or subscribe for or to underwrite, any
share in the Company or to engage in investment activity (as
defined by the Financial Services and Markets Act 2000) in any
jurisdiction nor shall it, or any part of it, or the fact of its
distribution form the basis of, or be relied on in connection with,
any contract or investment decision whatsoever, in any
jurisdiction. This announcement does not constitute a
recommendation regarding any securities.
Cenkos Securities plc ("Cenkos") which is authorised and
regulated in the United Kingdom by the FCA, is acting as broker to
Agronomics Limited and for no one else, including any recipient of
this announcement, in connection with the Fundraising and other
matters referred to in this announcement and will not be
responsible to anyone other than Agronomics Limited for providing
the protections afforded to clients of Cenkos or for affording
advice in relation to the Fundraising or any other matter referred
to in this announcement. Cenkos has not authorised the contents of,
or any part of, this announcement and no liability whatsoever is
accepted by Cenkos nor does it make any representation or warranty,
express or implied, for the accuracy of any information or opinions
contained in this announcement or for the omission of any
information. Cenkos expressly disclaims all and any responsibility
or liability whether arising in tort, contract or otherwise which
it might otherwise have in respect of this announcement.
Beaumont Cornish Limited ("BCL"), which is authorised and
regulated in the UK by the FCA and is a member of the London Stock
Exchange, is the Company's nominated adviser for the purposes of
the AIM Rules. BCL is acting exclusively for the Company and will
not regard any other person (whether or not a recipient of this
Document) as a client and will not be responsible to anyone other
than the Company for providing the protections afforded to its
clients nor for providing advice in relation to the contents of
this Document or any other matter referred to herein. BCL's
responsibilities as the Company's nominated adviser under the AIM
Rules for Nominated Advisers are owed to the London Stock Exchange
and not to any other person and in particular, but without
limitation, in respect of their decision to acquire Open Offer
Units in reliance on any part of this Document. BCL has not
authorised the contents of this Document for any purpose and no
liability whatsoever is accepted by BCL nor does it make any
representation or warranty, express or implied, as to the accuracy
of any information or opinion contained in this Document or for the
omission of any information. BCL expressly disclaims all and any
responsibility or liability whether arising in tort, contract or
otherwise which it might otherwise have in respect of this
Document.
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