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)
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
Monk (Corporate Broking)
Andrew Raca (Corporate Finance) |
|
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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.