TIDMANIC
RNS Number : 7222R
Agronomics Limited
01 July 2020
1 July 2020
Agronomics Limited
("Agronomics" or the "Company")
Conclusion of consultation being to remain listed on AIM
Further to the announcement of the Company dated 19 June 2020,
the Board of Agronomics, having reviewed the shareholder feedback,
has agreed unanimously to retain the Company's AIM Market listing,
despite the short-term need for the Company to access capital to
support existing portfolio companies and take advantage of new
investment opportunities.
In particular, the results of its recent shareholder
consultation confirmed a majority of shareholders recognise:
a) the need to raise the required capital to fully realise the Company's business plan;
b) that access to capital is limited at this time (partly due to
the Covid-19 outbreak and also due to other factors); and
c) the need for the Company to access capital over the next 12
months to realise its ambitions and, to protect shareholder value
and deliver growth in the net asset value of the portfolio, the
Board must consider different forms of financing available to the
Company;
In addition, a number of shareholders want:
d) the Company to review alternative structures for the Company
to raise capital that would not result in the stock market listing
being lost or surrendered; and
e) to retain a shareholding in the Company providing that its
shares continue trading on AIM, and they would accordingly vote
against any proposal to de-list.
The Board is conscious that, as a consequence of the
consultation process, some shareholders, and/or potential new
investors, may believe that, despite this decision, the medium-term
ambition of the Board might be still to de-list the Company. To
reassure shareholders that this is not the case, the Board has
today provided Beaumont Cornish Limited (the Company's nominated
adviser) with an undertaking that it will not, other than due to
regulatory reasons beyond its control, or in the context of a
proposed takeover by an arm's length third party (in compliance
with the Takeover Code), seek to de-list the Company's shares for a
period of three years from the date of the undertaking.
Meanwhile, the Board will continue to negotiate with potential
funding partners for additional investment in the Company and/or
its subsidiaries. Whilst terms for any such investment have not
been agreed, and there can be no guarantee that such negotiations
will be successful, to further reassure shareholders, the Board
wishes to make clear that any proposal approved by the Board would
(i) be at an implied net asset value per share ("NAV") equal to or
not less than GBP0.06, being a 8.5% premium to the last published
NAV, and (ii) existing shareholders of the Company would have the
opportunity to participate on the same terms as any new
investment.
As noted by the Board in previous announcements, the Company is
fortunate to have the continued support of Jim Mellon, the largest
shareholder and a non-executive director of the Company, at a time
when funding is not easily available on terms that protect
shareholder value. As such, Galloway Limited, a company indirectly
wholly owned by Jim Mellon, has agreed to provide the Company with
a nil interest unsecured 6-month bridging facility of GBP1.9
million (the "Mellon Facility") on a draw-down basis at its
discretion. This will allow the Company, if required, to take
advantage of the potential opportunities it currently has (within
its existing portfolio and in relation to new investment
opportunities).
The Mellon Facility (via Galloway Limited, a company indirectly
wholly owned by Jim Mellon and of which Denham Eke is a director)
is a Related Party Transaction under the AIM Rules for Companies
and the Independent Directors (being Richard Reed, David Giampaolo
and Anderson Whamond) having consulted with Beaumont Cornish
Limited, the Company's nominated adviser, consider the terms of the
Mellon Facility to be fair and reasonable insofar as the Company's
shareholders are concerned.
Richard Reed, Non-Executive Chairman, Agronomics Limited
commented:
"The Board has listened to its shareholders. In particular,
smaller shareholders (who make up a significant minority of the
shareholder base) made clear that they did not want the AIM listing
to be lost, and would not want to retain a shareholding in a
private company, even if that private company had better prospects
of accessing private capital. The message received was that the
Board had to find a funding solution that retained the public
listing. This message has been heard loud and clear by your Board.
We have gone back to the drawing board and are reaching out to new
investors to find a funding solution that protects shareholder
value, retains liquidity (in the form of the stock market listing),
and allows the Company to grow the net asset value of its portfolio
on a per share basis.
The Company and shareholders are fortunate that while we take
these steps, we continue to have the support of Jim, who has agreed
to provide a nil interest loan facility to bridge the Company so it
can continue to invest and deliver on its business plan. Jim, like
the rest of the directors, believes strongly that the Company can
be a huge success, and deliver exceptional returns for shareholders
if it can access capital and take advantage of its early mover
status. That is the prize, for all shareholders, and that is what
the Board will continue working hard to deliver."
Details of the Mellon Facility
The Mellon Facility was agreed at the request of the Company and
the terms of the Mellon Facility were approved by the Company's
Independent Directors for the purposes of the transaction, being
Richard Reed, David Giampaolo and Anderson Whamond. The size of the
Mellon Facility meant that the transaction was a related party
transaction under the AIM Rules. A summary of the terms of the
Mellon Facility are set out below:
-- GBP1.9 million facility made available (no fees or set-off or contribution to costs)
-- D rawn down at the request of the Company (subject to agreed
use of proceeds with Galloway Limited)
-- 6-month availability and repayment term
-- Unsecured
-- Nil interest
-- Accelerated repayment if Company completes a debt or equity
fundraising realising gross proceeds of greater than GBP2
million
-- Standard events of default and warranties from both parties
This announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014.
For further information, please contact:
Agronomics Limited Beaumont Cornish Zeus Capital Peterhouse Capital
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
MSCMZGGNGMGGGZM
(END) Dow Jones Newswires
July 01, 2020 07:00 ET (11:00 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
