REG - Agronomics Limited - Agronomics Acquires Stake in Geltor, Inc

AgronomicsAnnouncement

21/02/2022 08:45

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RNS Number : 2697C  Agronomics Limited  21 February 2022

21(st) February 2022

Agronomics Limited (https://agronomics.im/)

("Agronomics" or the "Company")

 

Agronomics Acquires Stake in Geltor, Inc. via Secondary Transaction

 

Agronomics, the leading listed company focused on cellular agriculture, is
pleased to announce today that it has acquired 1,069,593 Preferred Stock in a
secondary transaction (the "Acquisition") in Geltor, Inc. ("Geltor"), company
focused on producing designer proteins for use in the cosmetic industry, from
an existing shareholder, for total consideration of US$ 9,499,525.  This
represents an equity stake in Geltor, on a fully diluted basis, of 2.05% and
equates to an estimated portfolio weighting based on the Company's last
reported Net Asset Value of 5.01%.

 

The consideration due to the vendor comprises US$ 6,785,375 in cash from the
Company's own resources and US$ 2,714,150 to be satisfied through the issuance
of 8,676,951 new Ordinary Shares in Agronomics ("Consideration Shares") priced
at 23 pence per share. The Consideration Shares are subject to a lock in and
orderly market agreement with a vesting schedule below:

 

-     1,084,619 shares released immediately

-     1,084,619 shares released after 18 months

-     6,507,713 shares released after 24 months

-     Shares subject to orderly market restrictions are such that the
holder shall provide the Company with notice of its intention to sell a
specific volume of shares, at a minimum price, and the Company and its brokers
shall have a period of 10 trading days to find buyers for such shares on the
stated terms

Geltor is a biodesign company focused on producing designer proteins for use
in the cosmetic industry, as well as food and nutrition. The company was
co-founded in 2015 by Alexander Lorestani, CEO, and Nick Ouzounov to develop
tailored bioactive ingredients to replace traditional animal-derived proteins.
It currently has four products commercialised: Collume®, HumaColl21,
PrimaColl™ and Elastapure. Collume® was Geltor's first product launched in
2018, the world's first animal free collagen. In June of last year, Geltor
unveiled its first product aimed at the food and beverage industry -
PrimaColl™.

Since this Acquisition is considered a Substantial Transaction under AIM Rule
12, this announcement requires certain disclosures under Schedule Four. Geltor
is an early-stage company generating small revenues with operating costs of
approximately US $ 1,319,387 per month, and total assets as at 31 December
2020 of approximately US$ 86,740,174 with no material liabilities.

Jim Mellon, co-founder and executive director of Agronomics commented:-

 

"Agronomics is thrilled to be broadening its portfolio to include Geltor,
recognised as a leading precision fermentation company and one of the first
companies in the sector to utilise this technology for the development of
agricultral products without the need for animals. We look forward to
following Geltor's progress in the years ahead, as they continue to build
their portfolio of biodesigned proteins for use in the beauty and cosmetics,
and now food and nutrition industries."

 

Issue of the Consideration Shares

The Consideration Shares (which will rank pari passu with the existing
Ordinary Shares) will be issued and allotted, and admission to trading on AIM
is expected to commence at 8.00 a.m. on 24 February 2022. Following Admission
of the new Ordinary Shares, the Company will have 947,267,158 ordinary shares
with a nominal value of £0.000001 each in issue with voting rights and
admitted to trading on AIM. This figure may then be used by shareholders in
the Company as the denominator for the calculation by which they will
determine if they are required to notify their interest in, or a change to
their interest in, the share capital of the Company under the Financial
Conduct Authority's Disclosure and Transparency Rules.

This announcement contains inside information for the purposes of Article 7 of
the Market Abuse Regulation (EU) No. 596/2014, as it forms part of UK Domestic
Law by virtue of the European Union (Withdrawal) Act 2018. Upon the
publication of this announcement, this inside information is now considered to
be in the public domain.

For further information please contact:

 

 Agronomics                                       Beaumont              Cenkos                Peterhouse Capital

 Limited                                          Cornish Limited       Securities Plc        Limited               TB Cardew
 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) 1624 639396                              +44 (0) 207 628 3396  +44 (0) 207 397 8900  +44 (0) 207 469 0936  +44 (0) 20 7930 0777

 info@agronomics.im (mailto:info@agronomics.im)                                                                     +44 (0) 7738 724 630

                                                                                                                    agronomics@tbcardew.com (mailto:agronomics@tbcardew.com)

 

About Agronomics (https://agronomics.im/)

Agronomics is a leading listed alternative proteins company with a focus on
cellular agriculture and cultivated meat. The Company has established a
portfolio of 19 companies at the Pre-Seed to Series C stage in this rapidly
advancing sector. It seeks to secure minority stakes in companies owning
technologies with defensible intellectual property that offer new ways of
producing food and materials with a focus on products historically derived
from animals. These technologies are driving a major disruption in
agriculture, offering solutions to improve sustainability, as well as
addressing human health, animal welfare and environmental damage. This
disruption will decouple supply chains from the environment and animals, as
well as being fundamental to feeding the world's expanding population. A full
list of Agronomics' portfolio companies is available
at https://agronomics.im/
(https://clicktime.symantec.com/368cVqxx3R6vTFuHpf6MSE66Gi?u=https%3A%2F%2Fagronomics.im%2F)
.

 

About Cellular Agriculture

Cellular Agriculture is the production of agriculture products directly from
cells, as opposed to raising an animal for slaughter, or growing crops. This
encompasses cell culture to produce cultivated meat and materials, and
fermentation processes that harness a combination of molecular biology,
synthetic biology, tissue engineering and biotechnology to massively simplify
production methods in a sustainable manner.

Over the coming decades, the source of the world's food supply traditionally
derived from conventional agriculture is going to change dramatically. We have
already witnessed the first wave of this shift with the consumer adoption of
plant-based alternative proteins but today, we are on the cusp of an even
bigger wave of change. This is being facilitated by advances in cellular
agriculture. This change is necessary, given scientists claims that if we
maintain existing animal protein consumption patterns, then we will not meet
the Paris Agreement's goal of limiting warming to 1.5℃

AT Kearney, a global consultancy firm, projects that cultivated meat's market
share will reach 35% by 2040. This combined with the Good Food
Institute's estimate that a US $1.8 trillion investment will be required in
order to produce just 10% of the world's protein using this technology, means
that we are on the cusp of a multi-decade flow of capital to build out
manufacturing facilities. Funding in the field of cellular agriculture is
accelerating, however still less than US     $ 1 billion has been
invested worldwide since the industry's inception in 2016.

 

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