REG - Agronomics Limited - Results of the Placing and Subscription

AgronomicsAnnouncement

02/12/2021 13:30

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RNS Number : 4081U  Agronomics Limited  02 December 2021

Results of the Placing and Subscription and Launch of Open Offer

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN OR INTO, THE UNITED STATES (INCLUDING ITS TERRITORIES AND
POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA),
CANADA, AUSTRALIA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY
OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. PLEASE SEE THE
IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE GROUP TO
CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER 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 PUBLICATION OF THIS ANNOUNCEMENT,
THIS INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

2 December 2021

Agronomics Limited

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

Results of the Placing and Subscription

Proposed Open Offer to raise up to £6.5 million

Further to the announcement made on 1 December 2021 by the Company in
connection with the proposed placing and subscription to raise a minimum of
£25.0 million (the "Placing Announcement"), Agronomics, a leading listed
investor in cellular agriculture, announces that it has successfully raised
total gross proceeds of £27.75 million before expenses under the Placing and
Subscription at an Issue Price of 23 pence per Unit.  Each Unit consists of
one ordinary share and one November 2021 Warrant.

This includes amounts from Directors of the Company, including Jim Mellon
through Galloway Limited, who have confirmed their intention to subscribe for
an additional minimum of £2.3 million.  As the Company is currently in a
close period under MAR until the publication of its results for the financial
year ended 30 June 2021, the Directors are not permitted to enter into a
subscription agreement until after publication of these results (and subject
to each not being in possession of any other unpublished price sensitive
information at such time). It is expected that the Results will be published
before the Subscription Closing Date, and the Directors expect to able to
participate in the Directors' Intended Subscription as indicated.

In addition, as announced on 1 December 2021, in order to provide shareholders
who did not have the opportunity to participate in the Placing and
Subscription to now do so, the Company is undertaking an Open Offer to allow
Qualifying Shareholders to subscribe for an aggregate of 28,558,897 Open Offer
Units at the Issue Price of 23 pence per Open Offer Unit to raise up to an
aggregate c. £6.6 million.

Pursuant to the Open Offer, Qualifying Shareholders will be given the
opportunity to subscribe for:

1 Open Offer Unit for every 28 Existing Ordinary Shares

held by Qualifying Shareholders at the Record Date and so on in proportion for
any other number of Existing Ordinary Shares then held. The Record Date for
receiving Entitlements Under the Open Offer is 6.00 p.m. on 1 December 2021
and Existing Ordinary Shares are expected to be marked "ex" by the London
Stock Exchange at 8.00 a.m. on 3 December 2021.  A full timetable is set out
below in the appendix.

Other than where defined, capitalised terms used in this announcement have the
meanings given to them in the Placing Announcement.

Results of the Placing and Subscription

The Group is pleased to announce that following an accelerated bookbuild
process, a total of 92,254,805 Placing Units have been successfully placed by
Cenkos Securities Plc at a price of 23 pence per Placing Unit (the "Placing
Shares"), with new and existing investors.  In addition, a further 18,397,369
Subscription Units have been subscribed for under the Subscription.  In total
the Placing and Subscription has raised gross proceeds of £25.5 million (net
proceeds of approximately £24.4 million after expenses) subject to the
Placing Agreement becoming unconditional. The Issue Price represents a
discount of 6.1 per cent. to the closing price of Ordinary Shares on AIM on 30
November 2021 and 19.9 per cent. to the average daily volume weighted average
price of Ordinary Shares on AIM for the 20 days to 30 November 2021. The Issue
Price is also at a premium of 77.1 per cent. to the latest reported net asset
value ("NAV") of 12.99 pence per share as at 30 September 2021.

The Placing Shares and the Subscription Shares together represent 13.8% of the
Existing Ordinary Shares. From the date of their issue, the Placing Shares and
the Subscription Shares will rank pari passu in all respects with the Ordinary
Shares currently in issue.

The New Shares and any shares issued pursuant to the exercise of the November
2021 Warrants will be issued pursuant to the existing Shareholder authorities
granted at the general meeting of the Company held in May 2021 and therefore
no Shareholder approval is required in respect of the Fundraising. Application
has been made for the Placing Shares to be admitted to trading on AIM which is
expected to occur at 8.00 a.m. on 8 December 2021. In order to provide
sufficient time for the settlement procedure and payment of funds under the
Subscription, application will be made for the Subscription Shares to be
admitted to trading on AIM which is expected to occur at 8.00 a.m. on 21 2021.

Neither the Placing nor the Subscription have been underwritten. The Placing
was conducted by way of an accelerated book build process. Cenkos acted as
sole bookrunner in connection with the Placing.

Open Offer

The Company is proposing to raise up to approximately £6.6 million (before
expenses) through an Open Offer pursuant to which Qualifying Shareholders will
have an opportunity to subscribe for an aggregate of 28,558,897 Open Offer
Units at an Issue Price of 23 pence per Open Offer Unit. Each Open Offer Unit
consists of one ordinary share and one November 2021 Warrant.

Pursuant to the Open Offer, Qualifying Shareholders will be given the
opportunity to subscribe for:

1 Open Offer Unit for every 28 Existing Ordinary Shares

held by Qualifying Shareholders at the Record Date and so on in proportion for
any other number of Existing Ordinary Shares then held.

Any Open Offer Units not subscribed for by Qualifying Shareholders will be
available to Qualifying Shareholders under the Excess Application
Facility and as such, Qualifying Shareholders seeking to limit their dilution
from the Placing and Subscription can also request additional Open Offer Units
under the Excess Application Facility. The Open Offer is not being
underwritten.

The Open Offer is conditional upon, among other things, Admission of the
Placing Shares having become effective at or before 8.00 a.m. on 8 December
2021 (or such later time and/or date as Cenkos may agree with the Company not
being later than 8.00 a.m. on 31 December 2021).

Posting of Circular

The Company also confirms that a circular, which contains further details
regarding the Open Offer (the "Circular"), will be posted tomorrow to
Qualifying Shareholders, along with the Application Form (where
applicable). The Circular will also be made available on the Company's
website: https://agronomics.im/ (https://agronomics.im/) .

 

Richard Reed, Chairman of Agronomics Limited, said:

 "We are very pleased to announce another successful fund raise and would
like to thank all of our existing and new shareholders as Agronomics continues
on its rapid growth trajectory. This financing will allow for further
investment into current portfolio companies and projects and a pipeline of
exciting new opportunities within the rapidly expanding cellular agriculture
sector."

Total Voting Rights

Application has been made for the Placing Shares to be admitted to trading on
AIM, and it is expected that Admission of the Placing Shares will occur at
8.00 a.m. on 8 December 2021. Following Admission of the Placing Shares the
Group's issued ordinary share capital will comprise 891,903,935 Ordinary
Shares, none of which are held in treasury.

Therefore, following Admission of the Placing Shares, the total number of
Ordinary Shares with voting rights in the Group will be 891,903,935, which 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, the Group under the FCA's Disclosure Guidance and
Transparency Rules.

Application will be made for the Subscription Shares and the Open Offer Shares
to be admitted to trading on AIM on 21 December 2021.

For further information, please contact:

 

 Agronomics Limited   Beaumont Cornish Limited  Cenkos Securities Plc  TB Cardew
 The Company          Nomad                     Broker                 Public Relations
 Richard Reed         Roland Cornish            Giles Balleny          Ed Orlebar

 Denham Eke           James Biddle              Michael Johnson        Joe McGregor
 +44 (0) 1624 639396  +44 (0) 207 628 3396      +44 (0) 207 397 8900   +44 (0) 20 7930 0777

                                                                       +44 (0) 7738 724 630

                                                                       agronomics@tbcardew.com

 

 

 

APPENDIX - TIMETABLE

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

 Record Date and time for entitlements under the Open Offer                      6.00 p.m. on 1 December 2021
 Announcement of the Fundraising                                                 2 December 2021
 Existing Ordinary Shares marked 'ex' by London Stock Exchange                   8.00 a.m. on 3 December 2021
 Announcement of the results of the Placing and launch of the Open Offer         2 December 2021
 Posting of this Document and, to Qualifying Non-CREST Shareholders, the         3 December 2021
 Application Form
 Basic Entitlements and Excess Open Offer Entitlements credited to stock         As soon as possible after 8.00 a.m. on 4 December 2021
 accounts in CREST of Qualifying CREST Shareholders
 Admission and commencement of dealings in the Placing Shares on AIM             8.00 a.m. on 8 December 2021
 CREST accounts expected to be credited for the Placing Units to be held in      8 December 2021
 uncertificated form
 Latest date for posting of share and warrant certificates for the Placing       Within 10 business days from Placing Admission
 Units in certificated form (if applicable)
 Recommended latest time for requesting withdrawal of Basic Entitlements and     4.30 p.m. on 14 December 2021
 Excess Open Offer Entitlements from CREST
 Latest time and date for depositing Basic Entitlements and Excess CREST Open    3.00 p.m. on 15 December 2021
 Offer Entitlements in CREST
 Latest time and date for splitting Application Forms (to satisfy bona fide      3.00 p.m. on 16 December 2021
 market claims only)
 Latest time and date for receipt of completed Application Forms and payment in  11.00am on 20 December 2021
 full under the Open Offer or settlement of relevant CREST instructions (as
 appropriate)
 Announcement of result of Open Offer                                            21 December 2021
 Admission and commencement of dealings in the Open Offer Shares on AIM          8.00 a.m. on 22 December  2021
 CREST accounts expected to be credited for the Open Offer Units to be held in   22 December 2021
 uncertificated form
 Latest date for posting of share and warrant certificates for the Open Offer    Within 10 business days of Admission of Open Offer Shares
 Units in certificated form (if applicable)

 

Notes: Each of the times and dates referred to above and where used elsewhere
in this Announcement refer to GMT (unless otherwise stated) and are subject to
change by the Company (with the agreement of the Broker), in which case
details of the new times and dates will be notified to the London Stock
Exchange and the Company will make an appropriate announcement through a
Regulatory Information Service.

 

 

IMPORTANT NOTICES

Terms defined at the end of this announcement have the meaning given thereto
when used in this announcement.

This announcement is not an offer to sell or a solicitation of any offer to
buy the New Shares in the United States, Australia, Canada, New Zealand or the
Republic of South Africa, Japan, or in any other jurisdiction where such offer
or sale would be unlawful.

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, as amended, and may not be offered or sold in the
United States, except pursuant to an applicable exemption from registration.
No public offering of securities is being made in the United States.

The merits or suitability of any securities must be independently determined
by the recipient on the basis of its own investigation and evaluation of the
proposed investment trust. Any such determination should involve, among other
things, an assessment of the legal, tax, accounting, regulatory, financial,
credit and other related aspects of the securities.

This announcement may not be used in making any investment decision.  This
announcement does not contain sufficient information to support an investment
decision and investors should ensure that they obtain all available relevant
information before making any investment.  This announcement does not
constitute and may not be construed as an offer to sell, or an invitation to
purchase or otherwise acquire, investments of any description, nor as a
recommendation regarding the possible offering or the provision of investment
advice by any party. No information in this announcement should be construed
as providing financial, investment or other professional advice and each
prospective investor should consult its own legal, business, tax and other
advisers in evaluating the investment opportunity. No reliance may be placed
for any purposes whatsoever on this announcement or its completeness.

Nothing in this announcement constitutes investment advice and any
recommendations that may be contained herein have not been based upon a
consideration of the investment objectives, financial situation or particular
needs of any specific recipient.

The information and opinions contained in this announcement are provided as at
the date of the document and are subject to change and no representation or
warranty, express or implied, is or will be made in relation to the accuracy
or completeness of the information contained herein and no responsibility,
obligation or liability or duty (whether direct or indirect, in contract, tort
or otherwise) is or will be accepted by the Company, Cenkos, or any of their
affiliates or by any of their respective officers, employees or agents in
relation to it. No reliance may be placed for any purpose whatsoever on the
information or opinions contained in this announcement or on its completeness,
accuracy or fairness. The document has not been approved by any competent
regulatory or supervisory authority.

Potential investors should be aware that any investment in the Company is
speculative, involves a high degree of risk, and could result in the loss of
all or substantially all of their investment. Results can be positively or
negatively affected by market conditions beyond the control of the Company or
any other person. The returns set out in this document are targets only. There
is no guarantee that any returns set out in this document can be achieved or
can be continued if achieved, nor that the Company will make any distributions
whatsoever. There may be other additional risks, uncertainties and factors
that could cause the returns generated by the Company to be materially lower
than the returns set out in this announcement. Past performance cannot be
relied on as a guide to future performance.

The information in this announcement may include forward-looking statements,
which are based on the current expectations and projections about future
events and in certain cases can be identified by the use of terms such as
"may", "will", "should", "expect", "anticipate", "project", "estimate",
"intend", "continue", "target", "believe" (or the negatives thereon) or other
variations thereon or comparable terminology. These forward-looking
statements, as well as those included in any related materials, are subject to
risks, uncertainties and assumptions about the Company, including, among other
things, the development of its business, trends in its operating industry, and
future capital expenditures and acquisitions.  In light of these risks,
uncertainties and assumptions, the events in the forward-looking statements
may not occur.

Each of the Company, Cenkos, and their affiliates and their respective
officers, employees and agents expressly disclaim any and all liability which
may be based on this announcement and any errors therein or omissions
therefrom.

No representation or warranty is given to the achievement or reasonableness of
future projections, management targets, estimates, prospects or returns, if
any.  Any views contained herein are based on financial, economic, market and
other conditions prevailing as at the date of this announcement.  The
information contained in this announcement will not be updated.

This announcement does not constitute or form part of, and should not be
construed as, any offer or invitation or inducement for sale, transfer or
subscription of, or any solicitation of any offer or invitation to buy or
subscribe for or to underwrite, any share in the Company or to engage in
investment activity (as defined by the Financial Services and Markets Act
2000) in any jurisdiction nor shall it, or any part of it, or the fact of its
distribution form the basis of, or be relied on in connection with, any
contract or investment decision whatsoever, in any jurisdiction.  This
announcement does not constitute a recommendation regarding any securities.

Cenkos Securities plc ("Cenkos") which is authorised and regulated in the
United Kingdom by the FCA, is acting as broker to Agronomics Limited and for
no one else, including any recipient of this announcement, in connection with
the Fundraising and other matters referred to in this announcement and will
not be responsible to anyone other than Agronomics Limited for providing the
protections afforded to clients of Cenkos or for affording advice in relation
to the Fundraising or any other matter referred to in this announcement.
Cenkos has not authorised the contents of, or any part of, this announcement
and no liability whatsoever is accepted by Cenkos nor does it make any
representation or warranty, express or implied, for the accuracy of any
information or opinions contained in this announcement or for the omission of
any information. Cenkos expressly disclaims all and any responsibility or
liability whether arising in tort, contract or otherwise which it might
otherwise have in respect of this announcement.

Beaumont Cornish Limited ("BCL"), which is authorised and regulated in the UK
by the FCA and is a member of the London Stock Exchange, is the Company's
nominated adviser for the purposes of the AIM Rules. BCL is acting exclusively
for the Company and will not regard any other person (whether or not a
recipient of this Document) as a client and will not be responsible to anyone
other than the Company for providing the protections afforded to its clients
nor for providing advice in relation to the contents of this Document or any
other matter referred to herein. BCL's responsibilities as the Company's
nominated adviser under the AIM Rules for Nominated Advisers are owed to the
London Stock Exchange and not to any other person and in particular, but
without limitation, in respect of their decision to acquire Open Offer Units
in reliance on any part of this Document. BCL has not authorised the contents
of this Document for any purpose and no liability whatsoever is accepted by
BCL nor does it make any representation or warranty, express or implied, as to
the accuracy of any information or opinion contained in this Document or for
the omission of any information. BCL expressly disclaims all and any
responsibility or liability whether arising in tort, contract or otherwise
which it might otherwise have in respect of this Document.

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