TIDMANIC
RNS Number : 4338Q
Agronomics Limited
19 June 2020
The information contained within this announcement is deemed by
the Company to constitute inside information stipulated under the
Market Abuse Regulation (EU) No. 596/2014. Upon the publication of
this announcement via a Regulatory Information Service, this inside
information is now considered to be in the public domain.
19 June 2020
Agronomics Limited
("Agronomics" or the "Company")
Shareholder Consultation regarding a De-Listing from AIM
Potential Tender Offer
The Board of Agronomics confirms today that, having carefully
reviewed different funding options, it has initiated a consultation
process with shareholders of the Company ("Shareholders") regarding
a possible de-listing of the Company from the AIM Market. The Board
believes the de-listing from AIM ("De-Listing") together with a
tender offer (together the "Proposals"), would be in the best
interests of the Company and Shareholders for the following
reasons:
a) the Directors believe that in current and foreseeable market
conditions, the Company, as an investor in early-stage pre-revenue
companies, does not expect to be able to secure the level of
funding on public equity markets required to pursue its investment
strategy to maximum effect;
b) the nature of the Company's investment policy means that the
majority of investee companies will continue to be
pre-revenue/loss-making companies which will need additional
capital from their Shareholders to realise their plans;
c) if the Company is unable to access significant amounts of
capital, it will not have the funds to participate in further
investment opportunities which are now available (both for new and
for follow-on investments within the existing portfolio) and may,
therefore, miss out on the potential returns to Shareholders from
its early-mover and market leading position;
d) the Directors believe that the Company, as a private company,
will be able to access substantial equity capital from investors
specialising in private market investment; and
e) the Board believes Shareholders will support the Proposals and the Board's conclusion that the implementation of the Proposals is the best way to preserve Shareholder value in what continue to be difficult markets.
Under AIM Rule 41 the De-Listing would be conditional on 75% of
Shareholders voting to support a resolution to delist. Prior to
convening any such general meeting, the Company has initiated a
14-day consultation process to establish the level of Shareholder
support for the Proposals (the "Shareholder Consultation").
Tender Offer
The Board believes that it is important, considering that
minority Shareholders may not either wish (or indeed be able) to
hold shares in a private company, that the Company makes a tender
offer (the "Tender Offer") to Shareholders to provide a partial or
full cash exit prior to any proposed cancellation of its AIM
listing. The intention is that the Tender Offer will be priced at
six pence (GBP0.06) per ordinary share (the "Tender Price"), with
the amount of cash available under the Tender Offer to be
determined following consultation with Shareholders.
To fund the Tender Offer, the Company intends to raise funds
from parties interested in supporting Agronomics as a private
company, and in this context has received a non-binding commitment
letter from Galloway Limited (a company beneficially owned by Mr
Jim Mellon) to invest up to GBP1.0 million (depending on levels of
third party participation) in an equity placing of up to GBP3.0
million, at a price per ordinary share of six pence (GBP0.06) (the
"Equity Placing") and up to GBP2.0 million in a nil-interest
convertible debt placing with a conversion price of six pence
(GBP0.06) (the "CLN Placing"). The Board anticipate that other
parties will also participate in the Equity Placing and/or the CLN
Placing such that the Company has sufficient funds with which to
execute the Tender Offer and, as such, the total cash resources
from which the Company could execute the Tender Offer are not
presently known.
The Equity Placing and the CLN Placing, and completion of the
Tender Offer, would be conditional on Shareholders approving the
De-Listing.
The Equity Placing price and CLN Placing conversion price is at
a premium to the current net asset value ("NAV") per share reported
by the Company as at 31 March 2020 of 5.53 pence and at a discount
to the mid-market price of the Company's shares on AIM as at close
of business on 18 June 2020 of 6.75 pence per share.
Shareholder Consultation
The Company's intention is to procure undertakings from certain
Shareholders not to accept the Tender Offer, and to consult with
other Shareholders on whether they wish to hold shares in
Agronomics as a private company, and on the proportion of their
shares that they would wish to sell under the Tender Offer. These
discussions will be used to assess Shareholder support for the
Proposals and, therefore, determine whether to proceed with the
De-Listing, and, if so, the size of the Tender Offer.
Following the Shareholder Consultation, if the Company does not
have sufficient Shareholder support for the requisite resolutions
relating to the Proposals to be passed at a general meeting, or is
unable to satisfy the anticipated demand for the Tender Offer such
that sufficient shareholder support for the Proposals can be
achieved, the Company will not proceed with the Proposals.
The Shareholder Consultation is expected to close on 3 July 2020
and the Company will make a further update regarding the Proposals
in the week commencing 6 July 2020.
Participation of Galloway Limited, beneficially owned by Mr Jim
Mellon, a Non-Executive Director of the Company and its largest
Shareholder (holding 65,142,909 ordinary shares representing
approximately 19.64 per cent. of issued shares) with Mr Denham Eke,
CFO of the Company and a Director of Galloway Limited, in the
Equity Placing and the CLN Placing would constitute a Related Party
Transaction under the AIM Rules and this will be considered by the
independent Directors at the appropriate time.
Richard Reed, Non-Executive Chairman, Agronomics Limited
commented:
"The Board believes a significant majority of shareholders will
support the Proposals. It is however aware that, if the Proposed
De-Listing goes ahead, it needs to consider the best interests of
all shareholders, which is why the tender offer is intended to
ensure minority shareholders who do not wish to remain as
shareholders in a private investment company would have an
opportunity to sell some or all of their shares. The announcement
today allows the Company to gauge the position of its shareholder
base so that, if it proceeds, the tender offer can be structured
accordingly."
For further information, please contact:
Agronomics Limited Beaumont Cornish Zeus Capital Limited Peterhouse Capital
Limited Limited
The Company Nomad Joint Broker Joint Broker
----------------- --------------------- -------------------
Richard Reed Roland Cornish Rupert Woolfenden Lucy Williams
Denham Eke James Biddle Jamie Peel
Daniel Harris
----------------- --------------------- -------------------
+44 (0) 207 628 +44 (0) 20 3829 +44 (0) 207 469
+44 (0) 1624 639396 3396 5000 0936
----------------- --------------------- -------------------
Important Notices
This announcement contains 'forward-looking statements'
concerning the Company that are subject to risks and uncertainties.
Generally, the words 'will', 'may', 'should', 'continue',
'believes', 'targets', 'plans', 'expects', 'aims', 'intends',
'anticipates' or similar expressions or negatives thereof identify
forward-looking statements. These forward-looking statements
involve risks and uncertainties that could cause actual results to
differ materially from those expressed in the forward-looking
statements. Many of these risks and uncertainties relate to factors
that are beyond the Company's ability to control or estimate
precisely. The Company cannot give any assurance that such
forward-looking statements will prove to have been correct. The
reader is cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of this
announcement. The Company does not undertake any obligation to
update or revise publicly any of the forward-looking statements set
out herein, whether as a result of new information, future events
or otherwise, except to the extent legally required.
Nothing contained herein shall be deemed to be a forecast,
projection or estimate of the future financial performance of the
Company or any other person.
The price of shares and the income from them may go down as well
as up and investors may not get back the full amount invested on
disposal of the shares. Past performance is no guide to future
performance and persons who require advice should consult an
independent financial adviser.
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,
except pursuant to an exemption from registration. No public
offering of securities is being made in the United States.
The distribution of this announcement may be restricted by law.
No action has been taken by the Company, Zeus Capital Limited,
Peterhouse Corporate Finance Limited or Beaumont Cornish Limited
that would permit distribution of this announcement or any other
offering or publicity material relating to such shares in any
jurisdiction where action for that purpose is required. Persons
into whose possession this announcement comes are required by the
Company, Zeus Capital Limited, Peterhouse Corporate Finance Limited
and Beaumont Cornish Limited to inform themselves about, and to
observe, any such restrictions.
This announcement is not for release, publication or
distribution, in whole or in part, directly or indirectly, in or
into Australia, Canada, Japan or the Republic of South Africa or
any jurisdiction into which the publication or distribution would
be unlawful. This announcement is for information purposes only and
does not constitute an offer to sell or issue or the solicitation
of an offer to buy or acquire shares in the capital of the Company
in the United States, Australia, Canada, the Republic of South
Africa or Japan or any jurisdiction in which such offer or
solicitation would be unlawful or require preparation of any
prospectus or other offer documentation or would be unlawful prior
to registration, exemption from registration or qualification under
the securities laws of any such jurisdiction.
This announcement has been issued by, and is the sole
responsibility of, the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by Zeus
Capital Limited, Peterhouse Corporate Finance Limited or Beaumont
Cornish Limited or by any of their respective affiliates or agents
as to or in relation to, the accuracy or completeness of this
announcement or any other written or oral information made
available to or publicly available to any interested party or its
advisers, and any liability therefore is expressly disclaimed.
THE CONTENT OF THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY AN
AUTHORISED PERSON WITHIN THE MEANING OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000. RELIANCE ON THIS ANNOUNCEMENT FOR THE PURPOSE OF
ENGAGING IN ANY INVESTMENT ACTIVITY MAY EXPOSE AN INDIVIDUAL TO A
SIGNIFICANT RISK OF LOSING ALL OF THE PROPERTY OR OTHER ASSETS
INVESTED.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
MSCGPUMPQUPUGMR
(END) Dow Jones Newswires
June 19, 2020 02:00 ET (06:00 GMT)
Grafico Azioni Agronomics (LSE:ANIC)
Storico
Da Mar 2024 a Apr 2024
Grafico Azioni Agronomics (LSE:ANIC)
Storico
Da Apr 2023 a Apr 2024
