Anglo African Ag PLC Postponement of RTO
31 Dicembre 2019 - 9:50AM
UK Regulatory
TIDMAAAP
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INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA,
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Neither this announcement, nor anything contained 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 securities
referred to in this announcement except on the basis of information contained
in a prospectus in its final form (the "Prospectus") that may be published by
Anglo African Agriculture plc (the "Company" or "AAA") in due course in
connection with the possible admission of global depositary receipts to the
standard listing segment of the Official List of the Financial Conduct
Authority of the United Kingdom (the "FCA") and to trading on the Main Market
of the London Stock Exchange plc. A copy of any Prospectus published by the
Company will, if published, be available for inspection from the Company's
registered office at 15-17 Eldon Street, London, EC2M 7LD, UK and on the
Company's website at www.aaaplc.com.
31 December 2019
Anglo African Agriculture PLC
Update on proposed Reverse Takeover
The Company wishes to provide an update on the proposed acquisition of the
Comarco group of companies ("Comarco Group"), and the associated fundraising.
The Comarco Group is based in Kenya and engaged in port and marine logistics in
East Africa.
AAA has been working with the management of Comarco Group for nearly two years,
providing assistance on its restructuring of operations and positioning it for
growth. On 12 November 2018, the Board of AAA announced that a $1 million
secured loan (the "Port Loan") was advanced to provide general working capital
to the Comarco Group. The Port Loan was provided as part of AAA's assistance
to restructure Comarco Group. The Port Loan is repayable in November 2020 and
is currently accruing interest at 15%. It is secured against the Comarco
Group's Touchwood property valued at $9mn. The sum repayable under the Port
Loan would be approximately $1.3mn (c.GBP1mn).
On 9 June 2019, AAA signed conditional share purchase agreements ("SPAs") to
acquire the entire share capital of a number of the Comarco Group companies
(the "Proposed Acquisition").
A further announcement was made by the Company on 4 November 2019 regarding the
publication of a registration document, and its confirmation on its intention
to proceed with the Proposed Acquisition. Since that time AAA has had numerous
meetings with institutional and other investors and has garnered significant
international interest in investing in the Company. Appetite from UK
institutions was disappointing as funds at the smaller end of the market have
struggled with the consequences of the demise of Woodford Investment
Management, Brexit and the recently held General Election.
We have seen significant interest from private equity and also strategic
investors, but these groups typically do not invest directly in listed equity.
The SPAs contained a long stop date of 31 December 2019, after which the
agreements would lapse.
In anticipation of the technical lapse of the SPAs, both the Company and the
vendors of Comarco Group have verbally agreed to extend the long stop date. A
signed extension will be obtained in the new year.
AAA and the management of Comarco Group continue to believe a listing is
important and also wish to deliver the value of the Port and its associated
operations to the AAA shareholders. The intention is thus to continue with the
Proposed Acquisition by way of a traditional public equity raise but also
consider expanded structures where private equity or strategic investors may
invest in the Comarco Group assets at an asset level alongside AAA. The impact
of such a structure would mean less dilution for AAA shareholders and yet still
provide material exposure to the growth of the port and marine logistic
businesses.
Discussions are ongoing with numerous groups at both the public equity and
asset level to determine the most beneficial structure and investment partner/
s. The Board will keep shareholders appraised of developments in the weeks
ahead.
Simon Philips, Chief Executive of Comarco Group, commented:
"We are pleased with the very strong interest shown by investors and their very
high level of engagement in the process. Although disappointed by unfavorable
and uncertain market conditions in London, I believe evaluating additional
structures is in the best interests of AAA shareholders. We remain very excited
about Comarco Group's activities and look forward to updating the market on
progress in the future."
For additional information please contact:
Comarco Group +27 (0)82 6191 081
Simon Phillips (Chief Executive)
VSA Capital Limited (Financial Adviser and Corporate +44 (0)20 3005 5000
Broker)
Andrew Monk (Corporate Broking)
Andrew Raca (Corporate Finance)
END
(END) Dow Jones Newswires
December 31, 2019 03:50 ET (08:50 GMT)
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