TIDMANIC
RNS Number : 2990Y
Agronomics Limited
12 May 2021
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE
UNITED STATES, CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH
AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION
OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF THE MARKET ABUSE REGULATION (EU No. 596/2014) ("MAR"). IN
ADDITION, MARKET SOUNDINGS (AS DEFINED IN MAR) WERE TAKEN IN
RESPECT OF CERTAIN OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT,
WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE
INFORMATION, AS PERMITTED BY MAR. UPON THE PUBLICATION OF THIS
ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE
INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH
PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE
INFORMATION.
12 May 2021
Agronomics Limited
("Agronomics" or the "Company")
Result of Fundraising
Total Voting Rights
Further to the announcement made on 11 May 2021 by the Company
in connection with the proposed subscription and placing to raise a
minimum of GBP 50 million (before expenses) (the "Fundraising
Announcement"), Agronomics, a leading listed investor in cellular
agriculture with a focus on cultivated meat and alternative
proteins , announces that it has conditionally raised total gross
proceeds of GBP62.5 million before expenses under the Fundraise at
an Issue Price of 22 pence per share, following the closing of the
accelerated bookbuild. The Fundraise and Broker Option remain
conditional, inter alia, upon the passing of the relevant
Resolutions by Shareholders at the General Meeting and Admission
becoming effective. The Broker Option will raise additional
proceeds up to a maximum of approximately GBP2 million (before
expenses).
Other than where separately defined, capitalised terms used in
this announcement have the meanings given to them in the
Fundraising Announcement.
Results of the Fundraising
The Group is pleased to announce that from the Fundraise a total
of 284,090,910 new Ordinary Shares have been successfully placed
and/or subscribed for at a price of 22 pence per Ordinary Share,
with new and existing investors, which, has conditionally raised
gross proceeds of GBP 62.5 million (net proceeds of approximately
GBP59.5 million after expenses). The Issue Price represents a
discount of 24.9 per cent. to the Company's 20 day volume weighted
average price (VWAP) of 29.3 pence per Ordinary Share up to and
including 10 May 2021, being the last dealing day prior to the date
of the Fundraising Announcement. As noted in the Fundraising
Announcement , warrants will be attached to the Fundraising Shares
on a 1-for-1 basis, and as such, 284,090,910 Warrants will be
issued to investors who participated in the Fundraise. The
Fundraising Shares together represent 56.6% of the Existing Shares.
From the date of their issue, the Fundraising Shares will rank pari
passu in all respects with the Ordinary Shares currently in
issue.
The Placing was conducted by way of an accelerated book build
process. Cenkos acted as lead manager in connection with the
Placing.
General Meeting
The Placing, Subscription, Warrants and Broker Option are
conditional, inter alia, on the passing by Shareholders of
resolutions at the General Meeting to approve, amongst other
things, the disapplication of pre-emption rights in respect of and
the authority to allot the Placing Shares, Subscription Shares,
shares arising from the exercise of the Warrants and Broker Option
Shares. The General Meeting will be held at the Claremont Hotel,
Loch Promenade, Douglas, Isle of Man IM1 2LX at 11:00 am on 28 May
2021. Notice of the General Meeting, including details as to how
Shareholders can vote on the relevant resolutions, will be
contained in the Circular which is expected to be despatched by the
Company on 12 May 2021. The Circular will be available to
view on the Company's website at https://agronomics.im/ upon despatch.
Due to the social distancing measures advised by the UK and Isle
of Man Government in response to the COVID-19 pandemic,
Shareholders are required to nominate the Chairman as their proxy
rather than attend the General Meeting in person.
Recommendation and voting intentions
The Directors believe that the Fundraise and the Broker Option,
are in the best interests of the Group and its Shareholders as a
whole. Accordingly, the Directors unanimously recommend
Shareholders to vote in favour of the Resolutions as they intend so
to do in respect of their beneficial shareholdings.
Shareholders should note that, in the event that the Resolutions
in the Notice of Meeting are not passed at the General Meeting,
then the Fundraise and Broker Option will not complete. In this
event, the proceeds from the Fundraise and Broker Option would be
nil, which would significantly impede the Company's growth
prospects as an investing company.
Details on the Broker Option
To provide shareholders and other investors who did not have the
opportunity to participate in the Fundraise, the Company has
granted an option (the "Broker Option") to Peterhouse, subject to
the completion of the Fundraise, to subscribe for up to an
additional 9,090,909 new Ordinary Shares (the "Broker Option
Shares") at the Issue Price together with Warrants on a one for one
basis. The Broker Option is exercisable any time before 26 May
2021. As far as is practical, participation in the Broker Option
will be prioritised for shareholders (direct or indirect) on the
register at the close of business on 10 May 2021 ("Existing
Shareholders"). If the Broker Option is fully taken up, it will
raise an additional GBP2 million. A further announcement will be
made once the Broker Option Shares have been fully subscribed and
the Broker Options declared closed. If the Broker Option is not
fully subscribed by 1200 BST on 26 May 2021, orders from eligible
investors will be satisfied in full, and the balance of the Broker
Option shall lapse. Further details regarding participation, the
eligibility criteria, the order of priority, and details regarding
settlement, are set out in more detail below.
Broker Option
The Broker Option has been granted primarily to facilitate the
participation by existing shareholders of the Company.
Non-shareholders of the Company can also participate in the event
existing shareholders do not apply for the shares in full.
Independent financial advisers, stockbrokers or other firms
authorised by the Financial Conduct Authority may apply to
participate in the Broker Option, on behalf of existing
shareholders and other interested applicants. As Peterhouse cannot
take direct orders from individual private investors, independent
financial advisers, stockbrokers, or other firms authorised by the
Financial Conduct Authority, should communicate their interest to
Peterhouse. Parties who wish to register their interest in
participating in the Broker Option should contact Peterhouse on
STX: 76086 or +44 (0) 20 7220 9792. Each application should state
the number of Broker Option Shares that the interested party wishes
to acquire at the Issue Price and should be submitted to Peterhouse
no later than 12.00 noon BST on 26 May 2021.
As far as is practical, participation in the Broker Option will
be prioritised for shareholders on the Company's share register at
the close of business on 10 May 2021 ("Existing Shareholders").
Peterhouse may choose not to accept applications and/or to accept
applications, either in whole or in part, on the basis of
allocations determined at their sole discretion (after consultation
with the Company) and may scale down any bids for this purpose on
such basis as Peterhouse may determine. If the Broker Option is not
fully subscribed by 1200 BST on 26 May 2021 orders from eligible
investors will be satisfied in full, and the balance of the Broker
Option shall lapse.
It is expected that, following allocations by Peterhouse (in
consultation with the Company), application will be made to the
London Stock Exchange for the relevant amount of Broker Option
Shares to be admitted to trading on AIM ("Admission"). Admission is
expected to become effective and trading of the Broker Option
Shares will commence at 8.00 a.m. BST on 1 June 2021. Following
Admission, such Broker Option Shares will rank pari passu with the
existing Ordinary Shares.
Application for Admission
Application is being made to the London Stock Exchange for up to
293,181,819 new Ordinary Shares (comprising 284,090,910 Fundraising
Shares and up to 9,090,909 Broker Option Shares) to be admitted to
trading on AIM ("Admission") and Admission is expected to become
effective and trading will commence at 8 a.m. on or around 1 June
2021. Admission will be subject to shareholder approval of the
Resolutions . Following Admission, the Fundraising Shares and the
Broker Option Shares will rank pari passu with the existing
Ordinary Shares in issue.
Total Voting Rights
The maximum enlarged issued share capital of the Company on
Admission, assuming issuance of the Placing and Subscription Shares
and issuance of the maximum number of Broker Option Shares, is
795,060,928. The final number of Warrants assuming the maximum
participation in the Broker Option is 293,181,819. A further
announcement will be made at the time of the General Meeting,
confirming the final take-up of the Broker Option and the number of
Ordinary Shares and Warrants to be issued.
For further information, please contact:
Agronomics Limited Beaumont Cornish Cenkos Securities Plc Peterhouse Capital TB Cardew
Limited Limited
The Company Nomad Joint Broker Joint Broker Public Relations
----------------------- ---------------------- ---------------------- -----------------------
Richard Reed Roland Cornish Giles Balleny Lucy Williams Ed Orlebar
Denham Eke James Biddle Michael Johnson Charles Goodfellow Joe McGregor
----------------------- ---------------------- ---------------------- -----------------------
+44 (0) 20 7930 0777
+44 (0) 7738 724 630
+44 (0) 1624 639396 +44 (0) 207 628 3396 +44 (0) 207 397 8900 +44 (0) 207 469 0936 agronomics@tbcardew.com
----------------------- ---------------------- ---------------------- -----------------------
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 following the implementation of the
Placing or otherwise.
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 and the offering of the
Placing Shares in certain jurisdictions may be restricted by law.
No action has been taken by the Company, Cenkos Securities plc,
Peterhouse Capital Limited or Beaumont Cornish Limited that would
permit an offering of such shares or possession or 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, Cenkos Securities
plc, Peterhouse Capital 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.
Cenkos Securities plc, who is authorised and regulated in the
United Kingdom by the Financial Conduct Authority, is acting as
bookrunner to the Company in relation to the Placing and is not
acting for any other persons in relation to the Placing. Cenkos
Securities plc is acting exclusively for the Company and for no one
else in relation to the matters described in this announcement and
is not advising any other person and accordingly will not be
responsible to anyone other than the Company for providing the
protections afforded to clients of Cenkos Securities plc, or for
providing advice in relation to the contents of this announcement
or any matter referred to in it.
Beaumont Cornish Limited, which is authorised and regulated in
the United Kingdom by the Financial Conduct Authority, is acting as
nominated adviser to the Company in relation to the Placing and is
not acting for any other persons in relation to the Placing.
Beaumont Cornish Limited is acting exclusively for the Company and
for no one else in relation to the matters described in this
announcement and is not advising any other person and accordingly
will not be responsible to anyone other than the Company for
providing the protections afforded to clients of Beaumont Cornish
Limited, or for providing advice in relation to the contents of
this announcement or any matter referred to in it.
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 Cenkos
Securities plc, Peterhouse Capital 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.
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the
"Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the Product Governance
Requirements) may otherwise have with respect thereto, the Placing
Shares have been subject to a product approval process, which has
determined that the Placing Shares are: (i) compatible with an end
target market of retail investors and investors who meet the
criteria of professional clients and eligible counterparties, each
as defined in MiFID II; and (ii) eligible for distribution through
all distribution channels as are permitted by MiFID II (the "Target
Market Assessment"). Notwithstanding the Target Market Assessment,
Placees should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment;
Placing Shares offer no guaranteed income and no capital
protection; and an investment in Placing Shares is compatible only
with investors who do not need a guaranteed income or capital
protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources
to be able to bear any losses that may result therefrom. The Target
Market Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation
to the Placing. Furthermore, it is noted that, notwithstanding the
Target Market Assessment, Cenkos Securities plc and Peterhouse
Capital Limited will only procure investors who meet the criteria
of professional clients and eligible counterparties. For the
avoidance of doubt, the Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for
the purposes of MiFID II; or (b) a recommendation to any investor
or group of investors to invest in, or purchase, or take any other
action whatsoever with respect to Placing Shares.
THE CONTENT OF THIS PROMOTION HAS NOT BEEN APPROVED BY AN
AUTHORISED PERSON WITHIN THE MEANING OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000. RELIANCE ON THIS PROMOTION 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.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO DIRECTLY TAKE PART IN
THE BROKER OPTIONS. THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED
HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY: (A)
IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA, TO PERSONS WHO ARE
QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF THE
PROSPECTUS REGULATION (EU) 2017/1129 (THE "PROSPECTUS REGULATION")
("QUALIFIED INVESTORS"); (B) IN THE UNITED KINGDOM, TO QUALIFIED
INVESTORS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING
TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE
"ORDER"); OR (II) FALL WITHIN ARTICLE 49(2) (A) TO (D) ("HIGH NET
WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER;
OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY
COMMUNICATED (ALL SUCH PERSONS IN (A) OR (B) TOGETHER BEING
REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE
OR TO ACQUIRE ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT MUST
NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT
PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS
ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL
BE ENGAGED IN ONLY WITH RELEVANT PERSONS. EACH PLACEE SHOULD
CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND
RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES.
No representation or warranty, express or implied, is made or
given by or on behalf of the Company or Peterhouse Capital Limited
or any of their respective Affiliates or any of such persons'
directors, partners (limited or unlimited), officers or employees
or any other person as to the accuracy, completeness or fairness of
the information or opinions contained in this Announcement and no
liability whatsoever is accepted by the Company, Peterhouse Capital
Limited or any of such persons' Affiliates, partners (limited or
unlimited), directors, officers or employees or any other person
for any loss howsoever arising, directly or indirectly, from any
use of such information or opinions or otherwise arising in
connection therewith.
Persons who choose to participate in the Broking Option, by
making an oral or written application to acquire Broking Option
Shares, and any person acting on such person's behalf, will be
deemed to have read and understood this Announcement in its
entirety and to be making such application on these terms and
conditions, and to be providing the representations, warranties,
acknowledgements, and undertakings, contained in this section. In
particular, each such Person undertakes, represents, warrants and
acknowledges (as the case may be) that:
1. it is a Relevant Person (as defined above) or is acting on
behalf of a Relevant Person and undertakes that it will acquire,
hold, manage or dispose of any Broking Option Shares that are
allocated to it for the purposes of its business;
2. in the case of any Broking Option Shares acquired by it as a
financial intermediary, as that term is used in Article 2(D) of the
Prospectus Regulation, it understands the resale and transfer
restrictions set out in this Appendix and any Placing Shares
acquired by it will not be acquired on a non-discretionary basis on
behalf of, nor will they be acquired with a view to their offer or
resale to, persons in circumstances which may give rise to an offer
of securities to the public other than an offer or resale in a
member state of the European Economic Area to Qualified Investors;
and
3. (i) it is not within the United States; (ii) it is not in any
jurisdiction in which it is unlawful to make or accept an
application to acquire the Broking Option Shares; and (iii) it is
not acquiring the Broking Option Shares with a view to the offer,
sale, resale, transfer, delivery or distribution, directly or
indirectly, of any such Placing Shares into the United States or
any other jurisdiction referred to in (ii) above.
The Company and Peterhouse will rely upon the truth and accuracy
of the foregoing representations, acknowledgements and
agreements.
No prospectus or admission document will be made available in
connection with the matters contained in this Announcement and no
such prospectus or admission document is required (in accordance
with the Prospectus Regulation or the AIM Rules, respectively) to
be published.
This Announcement does not contain an offer or constitute any
part of an offer to the public within the meaning of Sections 85
and 102B of the FSMA or otherwise. This Announcement is not an
"approved prospectus" within the meaning of Section 85(7) of the
FSMA and a copy of it has not been, and will not be, delivered to
the FCA in accordance with the Prospectus Rules or delivered to any
other authority which could be a competent authority for the
purpose of the Prospectus Regulation. Its contents have not been
examined or approved by the London Stock Exchange, nor has it been
approved by an "authorised person" for the purposes of Section 21
of the FSMA. This Announcement is being distributed to persons in
the United Kingdom only in circumstances in which section 21(1) of
the FSMA does not apply.
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END
ROIEAASFFEKFEAA
(END) Dow Jones Newswires
May 12, 2021 02:00 ET (06:00 GMT)
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