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AFRI - Afriag Global News Story

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Sector
Industrials
Size
Micro Cap
Market Cap £1.90m
Enterprise Value £667k
Revenue £n/a
Position in Universe 1758th / 1816

AfriAg Global Plc: Disposal and Reorganisation GM

Mon 4th November, 2019 4:18pm
4 November 2019

AfriAg Global PLC

(‘AfriAg’ or the ‘Company’)

Proposed Disposal, Capital Reorganisation and Amendment to Memorandum and
Articles

Notice of General Meeting

The Company is pleased to announce that it has posted a notice convening a
General Meeting (the “Meeting”) of the Shareholders to be held on 27
November 2019 at 11.00 a.m. at the offices of Hill Dickinson LLP, 105 Jermyn
Street, St. James’s, London, SW1Y 6EE.

At the Meeting, the Company’s shareholders will be asked, amongst other
things, to approve the disposal of the Company’s African operations, to
convert the ordinary shares of £0.001 each to shares of no par value and to
consolidate the shares on a 100:1 basis.

The circular and the Form of Proxy in relation to the General Meeting are
being posted today, and the Circular will shortly be available for viewing on
the Company’s website at www.afriagglobal.com.

The Directors believe that in order for the Company to proceed with the
proposed acquisition of Apollon Formularies Limited the Company must dispose
of its subsidiaries, which operates its African operations. As at 30 June
2019, the Company’s business has generated a loss of £865,000.

A copy of the Executive Chairman’s letter, the expected timetable of
principal events and definitions sections contained in the circular, are set
out in full below in this announcement without material amendment or
adjustment.

The directors of the Company accept responsibility for the contents of this
announcement.

-ENDS-

For further information on AfriAg Global please visit the www.afriagglobal.com
or please contact;

AfriAg Global
Plc:                                    
                           
David Lenigas (Executive Chairman)                   +44
(0)20 7440 0640

Peterhouse Capital Limited                     +44 (0)20
7469 0930
Guy Miller

LETTER FROM THE CHAIRMAN OF AFRIAG GLOBAL PLC

Directors:                                                                                                              
            Registered Office:
David
Lenigas                                                                                                 
                    Quayside House
Hamish
Harris                                                                        
6 Hope Street, Castle Town, Isle of Man, IM9 1AS
Donald Strang

4 November 2019

Dear Shareholder  

NOTICE OF GENERAL MEETING

1        INTRODUCTION

The Company announced on 16 May 2019 that it has entered into conditional
subscription agreements with Apollon Formularies Ltd (Apollon) to subscribe
for ordinary shares in Apollon and that it would need to raise approximately
£1m to subscribe for a total of 4 million shares in Apollon, representing
circa 2.325 per cent. of Apollon’s issued share capital (Subscription).

The Company announced on 24 May 2019 that it has raised £1,000,000 by a
placing of 1,000,000,000 new Ordinary Shares with existing and new
institutional investors at a placing price of 0.1 pence per Placing Share and
announced on 15 July 2019 that the Subscription has been completed. 

Following completion of the Subscription the Company intends to seek
shareholder approval for the proposed Share Capital Reorganisation and
Disposal in line with its business strategy in order to proceed with
discussions regarding the proposed acquisition of the entire issued share
capital of Apollon as announced on 16 May 2019 (the Proposed Acquisition).

It is important that you complete, sign and return the Form of Proxy for use
at the General Meeting enclosed with this document whether or not you intend
to attend the meeting.

2        THE PROPOSED DISPOSAL

The Board believes that in order for it to proceed with the Proposed
Acquisition it must dispose of its Subsidiaries, which operates its African
operations. As at 30 June 2019, the Company’s business has generated a loss
of £865,000. The Directors believe the market has not viewed the Company’s
achievements with respect to its investments in its African operations
favourably. Accordingly the Board intends to seek shareholder approval to
dispose of the entire issued share capital (Sale Shares) of each of the
Subsidiaries and transfer circa £626,000 inter-company debt due and owing to
the Company to a third party buyer (Buyer). In consideration for transferring
the Sale Shares to the Buyer, the Buyer shall indemnify the Company against
all liabilities, costs, expenses, damages and losses (including but not
limited to any direct, indirect or consequential losses, loss of profit, loss
of reputation and all interest, penalties and legal costs (calculated on a
full indemnity basis) and all other professional costs and expenses suffered
or incurred by the Company arising out of or in connection with the: (i)
Disposal; (ii) any claim by a third party against the Company arising out of
or in connection with the provision of any services or supply of any goods 
by the Company or the Subsidiaries; and (iii)  any claim made by a third
party against the Company for death, personal injury, damage to property
arising out of or in connection with defective goods or services supplied by
the Company or the Subsidiaries.

3        THE PROPOSED CONVERSION INTO ORDINARY SHARES OF NO PAR VALUE

3.1     Conversion of Existing Ordinary Shares into New Ordinary Shares

The Company currently has 3,011,001,037 Existing Ordinary Shares in issue,
which are listed on the NEX Exchange.  As at close of business on 1 November
2019 (being the latest practicable date prior to publication of this document)
the closing price of the Company’s Existing Ordinary Shares were 0.09 pence.
Under Isle of Man law, a company is unable to issue shares at a price which is
less than the par value of the shares. Therefore the Company is unable to
issue any further shares which places a significant constraint on raising
further money. Shareholders will be requested at the General Meeting to
approve the conversion of each Existing Ordinary Share into the same number of
New Ordinary Shares. If such conversion is approved it will not alter the
market value of a shareholder’s holding of shares in the Company’s capital
or their economic interest in the Company.

3.2     New Articles

The Articles currently specify an authorised share capital of up to
1,000,000,000 of £1,000,000. The par value of the Existing Ordinary Shares is
£0.001.

Under the Act the Directors may by resolution, subject to contrary provisions
in the Articles, alter the Company’s share capital comprising shares with
par value in any way. This power is restricted by Article 11 of the Articles
which provides that the conversion of share capital into shares of a larger or
smaller par value requires approval from shareholders by ordinary resolution.
In order to enable the Company to raise new equity, the Board considers that
an amendment to alter the Articles to remove the par value of the Existing
Ordinary Shares is necessary. Set out in section A to this document is a
non-exhaustive list of changes which have been to the Articles to alter them
into the form of the New Articles.  In addition, shareholders may view on the
Company’s website (www.afriagglobal.com) a copy of the Articles which have
been marked up to highlight the changes being proposed.

4        THE PROPOSED CONSOLIDATION

Following the Conversion the Company will have 3,011,001,037 New Ordinary
Shares in issue.  The Directors believe this is a large number of shares. The
effect of the proposed Consolidation will be to reduce the number of Ordinary
Shares in issue by a factor of 100, whilst increasing the trading price of the
Company’s New Ordinary Shares. The Board considers the Consolidation is in
the best interests of the Company and its Shareholders, as it believes the
effect of the Consolidation will be to improve market liquidity by reducing
the volatility and spread of the Company’s New Consolidated Ordinary Shares
and make trading in the Company’s shares more attractive to a broader range
of institutional investors and other members of the investing public.
Following completion of the Consolidation 30,110,011 New Consolidated Ordinary
Shares of no par value each, will be in issue.

One consequence of the proposed Consolidation is that Shareholders holding
fewer than 100 existing Ordinary Shares will receive no new Ordinary Shares.
This consequence is illustrated in the table below:

 Number of existing Ordinary Shares currently held  Number of New Ordinary Shares held  
 99                                                 0                                   
 100                                                1                                   
 300                                                3                                   
 15,000                                             150                                 

The Consolidation may result in fractional entitlements. These fractional
entitlements will be aggregated to create single New Consolidated Ordinary
Shares which will then be allocated by the Company.

To effect the Consolidation, it will be necessary to issue an additional 63
ordinary shares so that the Company’s issued ordinary share capital is
exactly divisible by 100. These additional ordinary shares will be issued to
the Company’s share registrar before the record date for the Consolidation.
Since these additional shares would only represent a fraction of a New
Consolidated Ordinary Share, this fraction will be sold or transferred
pursuant to the arrangements set out below.

Where options and other rights have been granted in relation to the ordinary
shares, the numbers of New Consolidated Ordinary Shares to which these rights
apply will be adjusted to take account of the Consolidation.

Share certificates in respect of the New Consolidated Ordinary Shares, will be
issued following the Consolidation or, in the case of uncertificated holders,
Euroclear UK and Ireland Limited will be instructed to credit the CREST
participant’s account with New Consolidated Ordinary Shares.

The record date for the Consolidation will be 6.00 p.m. on 27 November 2019.
Subject to the passing of the resolutions at the General Meeting, CREST
accounts will be credited on 28 November 2019 and new share certificates in
respect of the New Consolidated Ordinary Shares are expected to be posted to
certificated Shareholders in their new form within ten days of Admission.

5     INFORMATION ON THE COMPANY

Following the Disposal AfriAg will not hold any interest in any subsidiary
company and will hold the following investments:

-     2.325 % of the issued share capital of Apollon; and

-     546 common stock in Tilray, Inc.

The Company will continue its investment strategy of investing in the legal
medicinal cannabis sector.

6        GENERAL MEETING

Set out at the end of this Document is the Notice of General Meeting convening
the General Meeting to be held at 11 a.m. on 27 November 2019 at Hill
Dickinson LLP, 105 Jermyn Street, St James’s, London, SW1Y 6EE, at which the
following resolutions will be proposed.

Resolution 1: Disposal

Resolution 1 is an ordinary resolution seeking shareholder approval of the
Disposal.

Resolution 2: Adoption of New Articles

Resolution 2 is a special resolution seeking shareholder approval for the
adoption of the New Articles.

Resolution 3: Conversion of Existing Ordinary Shares into New Shares (that is,
shares with no par value)

Resolution 3 is a special resolution, conditional on the passing of Resolution
2, seeking shareholder approval for the conversion of each Existing Ordinary
Share into the same number of New Ordinary Shares.

Resolution 4: Consolidation

This is an ordinary resolution, conditional on the passing of Resolution 3,
seeking approval of the Consolidation.

7        ACTION TO BE TAKEN

A Form of Proxy is enclosed for use in connection with the General Meeting.
Whether or not you intend to be present at the General Meeting, you are
requested to complete, sign and return the Form of Proxy to the Company at
Suite 3b, 38 Jermyn Street, London, SW1Y 6DN marked for attention of the
company secretary, as soon as possible but in any event so as to arrive not
later than 11 a.m. on 25 November 2019. The completion and return of a Form of
Proxy will not preclude you from attending the meeting, or speaking and voting
in person should you subsequently wish to do so.

8        RECOMMENDATION

The Directors consider that the resolutions set out in the notice of General
Meeting are in the best interests of the Company and its shareholders as a
whole and accordingly, unanimously recommend Shareholders to vote in favour of
the Resolutions to be proposed at the General Meeting.

Yours faithfully

David Lenigas

Executive Chairman

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

 Posting of the circular and the Form of Proxy                                                                                                      on 4 November 2019 
 Latest time and date for receipt of Forms of Proxy for the General Meeting                                                                11 a.m. on 25 November 2019 
 Last day of dealings in Existing Ordinary Shares                                                                                                     27 November 2019 
 General Meeting                                                                                                                                      27 November 2019 
 Record Date                                                                                                                                6 p.m. on 27 November 2019 
 Announcement of the result of the General Meeting                                                                                                 on 27 November 2019 
 Admission and dealings in New Ordinary Shares expected to commence                                                                         7 a.m. on 28 November 2019 
 CREST accounts credited with New Ordinary Shares                                                                                                     28 November 2019 
 Expected date of despatch of definitive share certificates for the New Ordinary Shares in certificated form (certificated holders only)          w/c 25 November 2019 

DEFINITIONS

The following definitions apply throughout this document, unless the context
requires otherwise:

 Act                                  the Isle of Man Companies Act, 2006.                                                                                                                                                                                                                   
 Admission                            the Admission of the New Ordinary Shares to trading on the NEX Exchange.                                                                                                                                                                               
 Articles or Articles of Association  the articles of association of the Company from time to time.                                                                                                                                                                                          
 Board or Directors                   the board of directors of the Company for the time being.                                                                                                                                                                                              
 Company                              AfriAg Global PLC, a public limited liability company incorporated and registered in the Isle of Man with company number 002845V and registered office address at Quayside House, 6 Hope Street, Castletown, Isle of Man, IM9 1AS.                     
 Consolidation                        the proposed consolidation of the Company’s ordinary share capital pursuant to which every 100 Ordinary Shares will be consolidated into 1 New Consolidated Ordinary Share pursuant to the Resolutions as set out in the Notice of General Meeting.    
 Conversion                           the conversion of Existing Ordinary Shares into New Ordinary Shares pursuant to Resolution 3.                                                                                                                                                          
 CREST                                the computerised settlement system (as defined in the CREST Regulations) operated by Euroclear which facilitates the holding and transfer of title to shares in uncertificated form.                                                                   
 CREST Regulations                    the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755) as amended.                                                                                                                                                                          
 Disposal                             means the disposal by the Company of the entire issued share capital of each of the Subsidiaries and transfer of circa £626,000 of inter-company debt due and owing to the Company to a third party buyer pursuant to the Disposal SPA.                
 Disposal SPA                         means the sale and purchase agreement to be entered into by the Company and a third party buyer in respect of the Disposal.                                                                                                                            
 Euroclear                            Euroclear UK & Ireland Limited, a company incorporated in England and Wales and the operator of CREST.                                                                                                                                                 
 Existing Ordinary Shares             the existing ordinary shares of £0.001 each in the capital of the Company in issue as at the close of business on 31 October 2019. .                                                                                                                   
 FCA                                  the Financial Conduct Authority of the United Kingdom.                                                                                                                                                                                                 
 FSMA                                 the Financial Services and Markets Act 2000, as amended.                                                                                                                                                                                               
 Form of Proxy                        the form of proxy for use at the General Meeting.                                                                                                                                                                                                      
 General Meeting                      the general meeting of the Company convened pursuant to the Notice and to be held at the offices of Hill Dickinson LLP at 105 Jermyn Street, St. James’s, London, SW1Y 6EE at 11 a.m. on 27 November 2019.                                             
 London Stock Exchange                London Stock Exchange PLC.                                                                                                                                                                                                                             
 New Articles                         the articles of association that will be adopted by the Company if the Resolutions are passed.                                                                                                                                                         
 New Ordinary Shares                  the new ordinary shares of no par value each.                                                                                                                                                                                                          
 New Consolidated Ordinary Shares     the new consolidated ordinary shares of no par value each arising on completion of the Consolidation.                                                                                                                                                  
 NEX Exchange                         NEX Exchange Limited, a recognised investment exchange under section 290 of FSMA.                                                                                                                                                                      
 NEX Exchange Growth Market           the primary market for unlisted securities operated by the NEX Exchange.                                                                                                                                                                               
 NEX Exchange Rules                   the NEX Exchange Growth Market Rules for Issuers, which set out the admission requirements and continuing obligations of companies seeking admission to and whose shares are admitted to trading on the NEX Exchange Growth Market.                    
 Notice                               the notice of General Meeting set out at the end of this document.                                                                                                                                                                                     
 Record Date                          6 p.m. on 27 November 2019 *(or such time and date as the Directors may determine).                                                                                                                                                                    
 Resolutions                          the resolutions to be proposed at the General Meeting which are set out in the Notice.                                                                                                                                                                 
 Share Capital Reorganisation         Together the Conversion and the Consolidation.                                                                                                                                                                                                         
 Subsidiaries                         means AfriAg Ltd, a company incorporated I the British Virgin Islands; and AfriAg Limited, a company incorporated in England and Wales.                                                                                                                
 UK or United Kingdom                 the United Kingdom of Great Britain and Northern Ireland.                                                                                                                                                                                              
 uncertificated                       recorded on the relevant register of the share or security concerned as being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations may be transferred by means of CREST.                                        



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