TIDMAGTA
RNS Number : 4965T
Agriterra Ltd
20 March 2023
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the UK version of the Market Abuse Regulations (EU) No. 596/2014
("MAR"). With the publication of this announcement via a Regulatory
Information Service, this inside information is now considered to
be in the public domain.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM, AUSTRALIA, NEW
ZEALAND, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO BUY, ACQUIRE
OR SUBSCRIBE FOR (OR THE SOLICITATION OF AN OFFER TO BUY, ACQUIRE
OR SUBSCRIBE FOR) ORDINARY SHARES TO ANY PERSON WITH A REGISTERED
ADDRESS IN, LOCATED IN, OR WHO IS A RESIDENT OF, THE UNITED STATES,
AUSTRALIA, NEW ZEALAND, CANADA, JAPAN OR THE REPUBLIC OF SOUTH
AFRICA OR IN ANY OTHER JURISDICTION IN WHICH SUCH OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL OR CONTRAVENE ANY
REGISTRATION OR QUALIFICATION REQUIREMENTS UNDER THE SECURITIES
LAWS OF ANY SUCH JURISDICTION.
20 March 2023
Agriterra Limited ('Agriterra' or the 'Company')
Agriterra Limited / Ticker: AGTA / Index: AIM / Sector:
Agriculture
Placing, Broker Option and Issue of Inaugural PILOW
Instrument
Agriterra, the AIM-quoted African agricultural company, is
pleased to announce a placing (the "Placing") to raise GBP200,000
(gross) through the issue of 20,000,000 new ordinary shares
("Ordinary Shares") at a price of 1 pence per share (the "Issue
Price") via the Company's broker, Peterhouse Capital Limited
("Peterhouse"). The Placing has not been underwritten.
Highlights
-- Placing to raise GBP200,000, through the issue of 20,000,000
new Ordinary Shares (the "Placing Shares") at the Issue Price
-- Conversion of GBP200,000 of debt held by Magister Investments
Limited ("Magister") in the Company into 20,000,000 new Ordinary
Shares at the Issue Price ("Conversion Shares") and under the same
terms as the Placing ("Debt Conversion")
-- Participants in the Placing and Debt Conversion to receive
one Protected In-the-money Loyalty Warrant ("Pilow") for every
Placing Share or Conversion Share issued
-- Broker option (the "Broker Option") for up to a further
5,000,000 new Ordinary Shares, which could raise up to a further
GBP50,000 enabling existing shareholders to fully participate in
the Placing and the issuance of associated Pilows via
Peterhouse
-- Net proceeds of the Placing, along with any funds raised via
the Broker Option, will be applied primarily towards the Company's
Mozbife division, including the purchasing of an additional 1,500
cattle, as well as providing additional working capital to allow
the Company to support its other growth initiatives.
-- Admission of the Placing Shares and the Conversion Shares is
expected to occur on or around 23 March 2023 ("Admission")
Caroline Havers, Chair, said: "We totally recognise the very
difficult current fund-raising and stock market environment. Hence
our sincere appreciation for those investors who have participated
in today's fund-raise and for those who may do so under the Broker
Option. With this in mind, we readily accepted our Broker,
Peterhouse's proposal that we give all participants free warrants,
particularly as this new type of warrant is primarily designed to
offer our incoming and existing loyal shareholders a future
potential opportunity to exercise at a discounted price.
With this funding in place and the continuing strong financial
support from our majority shareholder, Magister, Agriterra is
moving steadily along in terms of implementing its ambitious growth
plans, and we are only too pleased that with the proposed first
ever issuance of these innovative PILOWS, we can equally be at the
forefront in the development of new, shareholder-friendly, capital
market initiatives".
Details of the Placing
The Company has resolved to issue 20,000,000 Placing Shares at
the Issue Price raising gross proceeds of GBP200,000.
Use of Proceeds
The net proceeds of the Placing, along with any funds raised via
the Broker Option, will be applied primarily towards the Company's
Mozbife division, including the purchasing of an additional 1,500
cattle, as well as providing additional working capital to allow
the Company to support its other growth initiatives.
Terms of the Pilows
As part of the Placing, the Company will issue participants in
the Placing, the Broker Option and Debt Conversion (i.e. Magister)
("Pilow Holders" or "Holders") with Protected In-the-money LOyalty
Warrants ("Pilows"). The Pilows are being offered on a one for one
basis, such that for every share issued pursuant to the Placing,
the Broker Option and the Debt Conversion, investors will receive
one Pilow.
The number of Pilows issued to participants in the Placing and
the Debt Conversion will therefore be 40,000,000. The number of
Pilows granted to existing shareholders under the Broker Option
will be determined following the closing of the Broker Option.
The life of the Pilows will be 24 months from the date of issue
unless exercised via an Issuer Call, details on which are
below.
At any time during the life of the Pilows, the Company may call
for the immediate exercise of some or all of the Pilows outstanding
(the "Issuer Call"). The Issuer must state a record date, which
must be the last business day prior to the Issuer Call being made
("Record Date") and must give Holders a minimum of five (5)
business days' notice to exercise. Holders have no right to
exercise the Pilows unless and until an Issuer Call is made.
In order for a Pilow Holder to be entitled to exercise when an
Issuer Call is made, the Holder must, at the Record Date, hold at
least the same number of Ordinary Shares in the Company as the
number of Pilows to be exercised. The exercise price of the Pilows
("Exercise Price") must be set by the Company by reference to the
closing bid price of the Ordinary Shares on the Record Date and the
Exercise Price must be at a discount to that bid price. The level
of discount applied to the Record Date bid price (i.e., the
Exercise Price) shall be at the sole determination of the
Company.
When an Issuer Call is made, Holders may choose to exercise
their entitlement of Pilows in whole or in part. Any non-exercised
Pilows shall remain extant, under the same terms and conditions as
outlined herein.
Under certain conditions, if the Company undertakes any form of
equity placing during the life of the Pilows, it must,
simultaneously with the equity placing, also make an Issuer Call
for all outstanding Pilows, the Exercise Price being equivalent or
less (at the Issuer's sole discretion) to the equity placing
price.
In the event of a take-over or merger of the Issuer, or the
acquisition of a stake by a single entity of more than 29.9% of the
Issuer's issued share capital, the Issuer must immediately
undertake an Issuer Call for all outstanding Pilows, on the terms
and conditions outlined above, including as to pricing.
The Pilows will be constituted under the terms of a Warrant
Instrument Deed and a Warrant Certificate will be issued to each
Holder. The Pilows will not be transferable, other than in
exceptional circumstances and with the consent of the Issuer, and
will not be listed or admitted to trading.
Broker Option
In order to provide qualifying Agriterra shareholders ("Existing
Shareholders") and other qualified investors with an opportunity to
participate on the same basis as the investors in the Placing, the
Company has granted Peterhouse a Broker Option over up to 5,000,000
new Ordinary Shares (or such other number of Ordinary Shares as
agreed between the Company and Peterhouse) ("Broker Option
Shares"). Full take up of this number of new Ordinary Shares under
the Broker Option would raise a further GBP50,000 for the Company,
before expenses.
Existing Shareholders who hold Ordinary Shares in the Company
and are on the register of members as at the close of business on
17 March 2023, will be given a priority right to participate in the
Broker Option and all orders from such Existing Shareholders will
be accepted and processed by Peterhouse, subject to scale-back in
the event of over-subscription under the Broker Option. The Broker
Option has not been underwritten. Peterhouse is entitled to
participate in the Broker Option as principal.
The Broker Option is exercisable by Peterhouse on more than one
occasion, at any time from the time of this announcement to 5 p.m.
UK time on 21 March 2023, at its absolute discretion, following
consultation with the Company. There is no obligation on Peterhouse
to exercise the Broker Option or to seek to procure subscribers for
the Broker Option. Peterhouse may also, subject to prior consent of
the Company, increase the amount of the Broker Option or allocate
new Ordinary Shares after the time of any initial allocation to any
person submitting a bid after that time.
The Broker Option Shares are not being made available to the
public and none of the Broker Option Shares are being offered or
sold in any jurisdiction where it would be unlawful to do so. No
Prospectus will be issued in connection with the Broker Option.
To subscribe for Broker Option Shares, Existing Shareholders
(who are qualifying) and other qualified investors should
communicate their bid to Peterhouse via their stockbroker as
Peterhouse cannot take direct orders from individual private
investors. Existing Shareholders or other interested parties who
wish to register their interest in participating in the Broker
Option Shares should instruct their stockbroker to call Peterhouse
on STX: 76086 or 020 7469 0938 or 020 7469 0936 or 020 7220 9797.
Each bid should state the number of Broker Option Shares the
Existing Shareholder wishes to subscribe for at the Issue
Price.
Debt Conversion and Related Party Transaction
As part of the Placing, Magister have agreed to convert
GBP200,000 of debt held by Magister in the Company into 20,000,000
new Ordinary Shares (the Conversion Shares) at the Issue Price and
under the same terms as the Placing.
Further to the above, Magister have agreed to further convert an
equal amount to that raised as part of the Broker Option under the
same terms. The net effect of this potential further conversion,
together with the receipt of the Conversion Shares, is to maintain
Magister's shareholding in the Company at greater than 50%.
Magister is a Substantial Shareholder of the Company as defined
by the AIM Rules for Companies (the "AIM Rules"), and is
represented by Hamish Rudland and Gary Smith on the Board. In order
to effect the Debt Conversion, an amendment to the conversion price
mechanics governing the US$1.8m convertible facility that the
Company entered into with Magister, as announced on 29 July 2022,
is required. Effecting t he Debt Conversion by Magister therefore
constitutes a related party transaction under Rule 13 of AIM Rules.
In this context, Caroline Havers, Neil Clayton and Sergio Zandamela
(being the Directors on the Board who are considered to be
independent of Magister) confirm, having consulted with the
Company's nominated adviser, Strand Hanson Limited, that they
consider that the terms of the Debt Conversion to be fair and
reasonable insofar as its shareholders are concerned.
Broker Warrant
In connection with the Placing, Peterhouse will be granted
warrants to subscribe for new Ordinary Shares in the capital of the
Company, exercisable at the Issue Price (the "Broker Warrants").
The number of Broker Warrants granted to Peterhouse will be
determined following the closing of the Broker Option. The Broker
Warrants can be exercised for a period of 24 months from the date
of Admission.
Admission to Trading
Application has been made to for the admission of 40,000,000 new
Ordinary Shares (comprising 20,000,000 Placing Shares and
20,000,000 Conversion Shares) to trading on AIM ("Admission"),
which is expected to occur at 8.00 a.m. on or around 23 March 2023.
The new Ordinary Shares issued will rank pari passu with the
Company's existing Ordinary Shares.
Total Voting Rights
Following Admission (and prior to the issue of any new Ordinary
Shares pursuant to the Broker Option) the Company's enlarged issued
share capital will be 61,240,618 Ordinary Shares. The Company holds
no Ordinary Shares in Treasury. This figure of 61,240,618 Ordinary
Shares may be used by shareholders in the Company as the
denominator for the calculations by which they will determine if
they are required to notify their interest in, or a change in their
interest in, the share capital of the Company under the FCA's
Disclosure Guidance and Transparency Rules.
** ENDS **
For further information please visit www.agriterra-ltd.com or
contact:
Agriterra Limited Caroline Havers
caroline@agriterra-ltd.com
======================= ================================
Strand Hanson Limited Ritchie Balmer / James Spinney
Nominated & Financial +44 (0) 207 409 3494
Adviser
======================= ================================
Peterhouse Capital Lucy Williams / Rose Greensmith
Limited / Eran Zucker
Broker +44 (0) 207 469 0930
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