REG - Agronomics Limited - Open Offer Results Subscription PDMR Dealing & TVR

AgronomicsAnnouncement

21/12/2021 14:30

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RNS Number : 3873W  Agronomics Limited  21 December 2021

21 December 2021

Agronomics Limited

("Agronomics" or the "Group" or the "Company")

Results of Open Offer and Additional Subscriptions

PDMR Dealing and Total Voting Rights

On 2 December 2021, Agronomics Limited ("Agronomics"), a leading listed
investor in cellular agriculture, announced the launch of an Open Offer
pursuant to which Qualifying Shareholders were able to subscribe for 1 Open
Offer Unit in the Company at a price of 23 pence each (the "Issue Price") for
every 28 Ordinary Shares held at the Record Date ("Open Offer"). Each Open
Offer Unit consists of one ordinary share and one November 2021 Warrant.

The Open Offer has now closed for acceptances and the Company advises that
valid applications, including pursuant to the Excess Application Facility,
were received in respect of a total of 14,085,651 Open Offer Units.
Accordingly, the Company has raised gross proceeds of approximately £3.2
million pursuant to the Open Offer.

Subscription Update

As noted in the announcement of 1 December 2021, the Subscription remained
open until 20 December 2021.  Since that date, the Company has received
subscriptions for a further net 3,630,368 Subscription Units raising an extra
£0.83 million, in addition to the 18,397,369 Subscription Units subscribed at
the time of the Placing.  Also noted at the time of the Placing, Directors
intended to subscribe for 10,000,000 Subscription Units raising £2.3 million
subject to no longer being in a close period under MAR.  Following the
release of the Company's results for the year ended 30 June 2021, the
Directors completed the subscription in accordance with the amounts set out
below.  The Company, therefore, will issue 32,027,737 new Ordinary Shares to
investors in the Subscription, raising approximately £7.4 million.

In aggregate, 138,368,193 new Ordinary Shares and 138,368,193 November 2021
Warrants have been issued in connection with the Placing, Subscription and
Open Offer, raising a total of £31.8 million.

Application has been made for the new Ordinary Shares to be issued pursuant to
the Open Offer and the Subscription (together the "New Ordinary Shares") to be
admitted to trading on AIM.  Admission of the New Ordinary Shares is expected
to take place on 22 December 2021. The New Ordinary Shares will rank pari
passu with the existing Ordinary Shares.  The November 2021 Warrants will be
delivered by the registrar directly to subscribers of Open Offer Units and
Subscription Units in accordance with instructions received.

PDMR Dealing

The Company confirms that three directors of Agronomics subscribed for a total
of 10 million new Ordinary Shares and November 2021 Warrants at the issue
price under the Subscription as follows:

                      Subscription Total  No of Subscription Units subscribed  No. of Ordinary Shares to be held on Admission
 Jim Mellon*          £2,000,000          8,695,652                            122,121,894

 (Galloway Limited)
 Richard Reed**       £200,000            869,565                              6,354,412
 David Giampaolo      £100,000            434,783                              2,434,783

 

*Jim Mellon is currently interested in a total of 113,426,242 Ordinary Shares.
112,152,282 are held by Galloway Limited, which is indirectly wholly owned by
Jim Mellon and 1,273,960 Ordinary Shares are held directly, representing in
aggregate 14.2% of the current issue share capital. Denham Eke is a director
of Galloway Limited.

** Richard Reed is currently interested in 5,484,847 Ordinary Shares held by
Reepa Limited. Reepa Limited is wholly owned by Richard Reed, representing in
aggregate 0.7% of the current issue share capital.

Total Voting Rights

Following the issue of the New Ordinary Shares, Agronomics' total issued share
capital will comprise 938,017,323 Ordinary Shares, each with voting rights.
This figure may be used by shareholders as the denominator for the
calculations by which they will determine if they are required to notify their
interest in, or a change to their interest in, securities of the Company under
the Financial Conduct Authority's Disclosure and Transparency Rules.

Terms and definitions used in this announcement have the meaning ascribed to
them in the Placing announcement dated 1 December 2021, unless the context
requires otherwise.

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.

 

###

 

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 18 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.

 

For further information please contact:

 Agronomics Limited   Beaumont Cornish Limited  Cenkos Securities Plc  Peterhouse Capital 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                                                                                +44 (0) 7738 724 630

                                                                                                   agronomics@tbcardew.com

 

 

 1   Details of the person discharging managerial responsibilities / person closely
     associated
 a)  Name                                                         Richard Reed
 2   Reason for notification
 a)  Position / status                                            Non-Executive Chairman
 b)  Initial notification/Amendment                               Initial
 3   Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                                         Agronomics Limited
 b)  LEI                                                          21380029M8IEQ3TL31
 4   Details of the transaction(s): section to be repeated for (i) each type of
     instrument; (ii) each type of transaction; (iii) each date; and (iv) each
     place where transactions have been conducted
 a)  Description of the financial instrument, type of instrument  Ordinary Shares of 0.0001p each

     Identification code                                          ISIN IM00B6QH1J21

                                                                  Warrant over ordinary shares

                                                                  ISIN IM00BP68CG25.
     Nature of the transaction                                    Issued pursuant to participation in subscription

 c)  Price(s) and volumes(s)                                      Price(s)                  Volumes(s)
                                                                  23.0p per ordinary share  869,565 Ordinary Shares

                                                                               869,565 Warrants

 
 d)  Aggregated information                                       n/a
 e)  Date of the transaction                                      21 December 2021
 f)  Place of the transaction                                     LSE, AIM, XLON

 

d)

Aggregated information

n/a

e)

Date of the transaction

21 December 2021

f)

Place of the transaction

LSE, AIM, XLON

 

 1   Details of the person discharging managerial responsibilities / person closely
     associated
 a)  Name                                                         Jim Mellon
 2   Reason for notification
 a)  Position / status                                            Executive Director
 b)  Initial notification/Amendment                               Initial
 3   Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                                         Agronomics Limited
 b)  LEI                                                          21380029M8IEQ3TL31
 4   Details of the transaction(s): section to be repeated for (i) each type of
     instrument; (ii) each type of transaction; (iii) each date; and (iv) each
     place where transactions have been conducted
 a)  Description of the financial instrument, type of instrument  Ordinary Shares of 0.0001p each

     Identification code                                          ISIN IM00B6QH1J21

                                                                  Warrant over ordinary shares

                                                                  ISIN IM00BP68CG25.
     Nature of the transaction                                    Issued pursuant to participation in subscription

 c)  Price(s) and volumes(s)                                      Price(s)                  Volumes(s)
                                                                  23.0p per ordinary share  8,695,652 Ordinary Shares

                                                                               8,695,652 Warrants

 
 d)  Aggregated information                                       n/a
 e)  Date of the transaction                                      21 December 2021
 f)  Place of the transaction                                     LSE, AIM, XLON

 

d)

Aggregated information

n/a

e)

Date of the transaction

21 December 2021

f)

Place of the transaction

LSE, AIM, XLON

 

 1   Details of the person discharging managerial responsibilities / person closely
     associated
 a)  Name                                                         David Giampaolo
 2   Reason for notification
 a)  Position / status                                            Non-Executive Director
 b)  Initial notification/Amendment                               Initial
 3   Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                                         Agronomics Limited
 b)  LEI                                                          21380029M8IEQ3TL31
 4   Details of the transaction(s): section to be repeated for (i) each type of
     instrument; (ii) each type of transaction; (iii) each date; and (iv) each
     place where transactions have been conducted
 a)  Description of the financial instrument, type of instrument  Ordinary Shares of 0.0001p each

     Identification code                                          ISIN IM00B6QH1J21

                                                                  Warrant over ordinary shares

                                                                  ISIN IM00BP68CG25.
     Nature of the transaction                                    Issued pursuant to participation in subscription

 c)  Price(s) and volumes(s)                                      Price(s)                  Volumes(s)
                                                                  23.0p per ordinary share  434,783 Ordinary Shares

                                                                               434,783 Warrants

 
 d)  Aggregated information                                       n/a
 e)  Date of the transaction                                      21 December 2021
 f)  Place of the transaction                                     LSE, AIM, XLON

 

d)

Aggregated information

n/a

e)

Date of the transaction

21 December 2021

f)

Place of the transaction

LSE, AIM, XLON

 

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