REG - Agronomics Limited - Performance Shares issued to Shellbay Investments

AgronomicsAnnouncement

08/02/2024 07:15

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RNS Number : 4108C  Agronomics Limited  08 February 2024

8 February 2024

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

("Agronomics" or the "Company")

Performance Shares issued to Shellbay Investments Limited

Directors' Dealings

Issue of Equity & TVR

 

Further to the announcement by the Company on 25 April 2022, the Company has
been notified by Shellbay Investments Limited ("Shellbay") that following
expiry of the final vesting period certain of its management and advisory
consultants ("Option Holders") have elected to exercise the nil paid options
granted by Shellbay in relation to certain shares of the Company held by
Shellbay ("Options"). In aggregate, Option Holders have exercised Options over
6,936,977 shares, and the transfer of these shares to relevant Option Holders
shall occur with immediate effect. Included in these figures, Mr Denham Eke, a
Finance Director of the Company, has exercised Options over 426,891 shares
held by Shellbay.

Shellbay is a company indirectly wholly owned by Mr James Mellon, a Director
of the Company.

In addition, further to the publication of its annual results for the
financial year to 30 June 2023 on 27 December 2023, by mutual agreement and
pursuant to the terms of the Consultancy Agreement with Shellbay Investments
Limited, the Company has resolved to issue 16,253,847 New Ordinary Shares of
the Company ("Fee Shares") in settlement of 50% of the performance fees due to
Shellbay under the Consultancy Agreement for the year to 30 June 2023. The
Fee Shares are issued at a price equal to £0.10375 per Fee Share (in
aggregate equal to £1,686,336), being the mid-market price of Ordinary
Shares of the Company at close of markets on the last day of the relevant
period, being 30 June 2023. The Company has also resolved to transfer
£1,686,336 cash to Shellbay in settlement for the remaining 50% balance of
the fees due to Shellbay under the Consultancy Agreement.

Award of Fee Shares and Transfer of Fee Shares to Galloway Limited

In accordance with consulting and other incentive agreements, Shellbay has
granted 7,763,685 Fee Shares (the "Award Shares") for nil consideration to
certain of its management and advisory consultants subject to various vesting
criteria, including 385,543 Award Shares to Mr Denham Eke, the Finance
Director of the Company. Shellbay has also granted options to acquire, for nil
consideration, in aggregate, 346,990 Fee Shares (the "2024 Options") to
certain of its management and advisory consultants.

Immediately on receipt of the Fee Shares, Shellbay has agreed to transfer the
remaining 8,143,172 Fee Shares directly to Galloway Limited ("Galloway"),
also indirectly wholly owned by Mr Mellon. Mr Denham Eke is also a director
of both Galloway and Shellbay.

Following the exercise of Options, transfer of the Fee Shares and Award Shares
and granting of the 2024 Options, Shellbay holds, in aggregate, 2,313,647
Ordinary Shares of the Company, of which 2,313,647 shares remain subject to
the 2024 Options.

Following the exercise of Options and transfer of the Fee Shares and Award
Shares, the interests of the Directors in Ordinary Shares is as set out below:

                  No. of Ordinary Shares  % of current issued Ordinary Shares
 Jim Mellon*      152,287,421             15.09%
 Richard Reed**   6,354,412               0.63%
 David Giampaolo  2,434,783               0.24%
 Denham Eke       1,551,824               0.15%

 

*Jim Mellon is currently interested in a total of 152,287,421 Ordinary Shares.
147,591,813 are held by Galloway Limited and 2,313,647 are held by Shellbay,
companies which are both indirectly wholly owned by Jim Mellon, and 2,381,961
Ordinary Shares are held directly by Mr Mellon. Denham Eke is a director of
Galloway Limited and Shellbay Investments Limited.

 

** Richard Reed is currently interested in 6,354,412 Ordinary Shares held by
Reepa Limited. Reepa Limited is wholly owned by Richard Reed.

 

Admission & Total Voting Rights

Application has been made for the 16,253,847 Fee Shares to be admitted to
trading on AIM ("Admission"), with Admission expected to occur on or around 14
February 2024. The Fee Shares will rank pari passu with the existing Shares,
including the right to receive all dividends and other distributions declared
after the date of their issue.

Following the issue of the Fee Shares, the Company's total issued share
capital will comprise 1,009,409,750 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.

About Agronomics

Agronomics is a leading London-listed company focussing on investment
opportunities within the field of cellular agriculture. The Company has
established a portfolio of over 20 companies in this rapidly advancing sector.
It seeks to invest 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 and improve food security for the world's expanding
population. A full list of Agronomics' portfolio companies is available at
https://agronomics.im/ (https://agronomics.im/) .

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

 

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 Limited                               Beaumont Cornish Limited  Canaccord Genuity Limited        Cavendish Securities Plc  Peterhouse Capital Limited  SEC Newgate
 The Company                                      Nomad                     Joint Broker                     Joint Broker              Joint Broker                Public Relations
 Jim Mellon                                       Roland Cornish            Andrew Potts                     Giles Balleny             Lucy Williams               Bob Huxford

 Denham Eke                                       James Biddle              Harry Pardoe                     Michael Johnson           Charles Goodfellow          Anthony Hughes

                                                                            Alex Aylen (Head of Equities)
 +44 (0) 1624 639396                              +44 (0) 207 628 3396      +44 (0) 207 523 8000             +44 (0) 207 397 8900      +44 (0) 207 469 0936        agronomics@secnewgate.co.uk

 info@agronomics.im (mailto:info@agronomics.im)

 

 

 1   Details  of  the  person  discharging  managerial  responsibilities  /
      person  closely associated
 a)  Name                                                         Jim Mellon
 2   Reason for notification
 a)  Position / status                                            Executive Chairperson
 b)  Initial notification                                         Initial

     /Amendment
 3   Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                                         Agronomics Limited

 b)  LEI                                                          21380029M8MPIEQ3TL31
 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  16,253,847 Ordinary shares of £0.000001 each in Agronomics Limited

     Identification code

                                                                  ISIN IM00B6QH1J21
     Nature of the transaction                                    Acquisition of Ordinary Shares

 c)  Price(s) and volumes(s)

Price(s)        Volumes(s)
                                                                   10.375 pence   16,253,847

 

 d)  Aggregated information                                       n/a
 e)  Date of the transaction                                      13 February 2024
 f)  Place of the transaction                                     New issue of shares

 

 

d)

Aggregated information

n/a

e)

Date of the transaction

13 February 2024

f)

Place of the transaction

New issue of shares

 

 

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