REG - Dekel Agri-Vision - Directors’ Subscription and Conversion

Dekel Agri-VisionAnnouncement

30/06/2025 08:00

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RNS Number : 9373O  Dekel Agri-Vision PLC  30 June 2025

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN
OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

 

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR
CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY
PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN
DEKEL AGRI-VISION PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS
ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION SHALL FORM THE BASIS OF, OR BE
RELIED ON IN CONNECTION WITH, ANY INVESTMENT DECISION IN RESPECT OF DEKEL
AGRI-VISION PLC OR ANY OTHER ENTITY.

 

THE CONTENT OF THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY AN AUTHORISED PERSON
WITHIN THE MEANING OF THE FINANCIAL SERVICES AND MARKETS ACT 2000. RELIANCE ON
THIS ANNOUNCEMENT FOR THE PURPOSE OF ENGAGING IN ANY INVESTMENT ACTIVITY MAY
EXPOSE AN INDIVIDUAL TO A SIGNIFICANT RISK OF LOSING ALL OF THE PROPERTY OR
OTHER ASSETS INVESTED.

 

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO
CONSTITUTE INSIDE INFORMATION STIPULATED UNDER THE MARKET ABUSE REGULATION
(EU) NO. 596/2014 AS IT FORMS PART OF THE DOMESTIC LAW OF THE UNITED
KINGDOM BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED)
("MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA THE REGULATORY
INFORMATION SERVICE, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE
PUBLIC DOMAIN.

 

30 June 2025

 Dekel Agri-Vision Plc

 

('Dekel' or the 'Company')

 

Directors' Subscription and Conversion

Dekel Agri-Vision Plc (AIM: DKL), the West African agriculture company focused
on building a portfolio of sustainable and diversified projects, announces
further to the publication of the Company's annual results for the period
ended 31 December 2024, and consequently the end of the Company's close period
under MAR, the Subscribing Directors have all conditionally subscribed for
Subscription Shares at the Issue Price under the Subscription and Youval Rasin
has conditionally subscribed for Conversion Shares in relation to the
Conversion, as set out in the table below and in the announcement at 4.41 p.m.
on 26 June 2025 (the "Announcement").

Additionally, an employee of Dekel has conditionally subscribed for 9,090,909
Subscription Shares at the Issue Price under the Subscription raising a
further £50,000.

 Name                   Role                Original holding prior to the Fundraise & the Conversion      New Shares Subscribed(1)  New Shares subscribed for in the Conversion(1)  Total Holding if the Fundraise & the Conversion progress(2)      % holding of the Enlarged Issued Capital if the Fundraise & Conversion
                                                                                                                                                                                                                                                     progress(2)
 Youval Rasin           CEO                 68,406,705                                                    -                         187,931,098                                     256,337,803                                                      20.7
 Aristide C. Achy Brou  NED                 23,824,324                                                    54,545,454                -                                               78,369,778                                                       6.3
 Yehoshua Shai Kol      CFO                 28,221,861                                                    40,000,000                -                                               68,221,861                                                       5.5
 Lincoln Moore          Executive Director  7,209,791                                                     18,181,818                -                                               25,391,609                                                       2.1

(1)These shares will be allotted following approval of share capital
authorities in a general meeting, which is yet to be convened.

(2)Assuming the Retail Offer is taken up in full.

 

As Yehoshua Shai Kol, Lincoln Moore and Aristide Achy Brou are Directors of
the Company, the allotment and issue of the Subscription Shares constitutes a
related party transaction for the purpose of the AIM Rules. The independent
Director of the Company, being Andrew Tillery, consider having consulted with
Zeus, the Company's nominated adviser, that the terms of the participation in
the Directors' Subscription by Yehoshua Shai Kol, Lincoln Moore and Aristide
Achy Brou are fair and reasonable in so far as Shareholders are concerned.

 

As Youval Rasin is a Director of the Company, the allotment and issue of the
Conversion Shares constitutes a related party transaction for the purpose of
the AIM Rules. The independent Director of the Company, being Andrew Tillery,
consider having consulted with Zeus, the Company's nominated adviser, that the
terms of the participation in the Conversion by Youval Rasin is fair and
reasonable in so far as Shareholders are concerned.

 

General Meeting

 

The Directors' Subscriptions and the Conversion is conditional upon, inter
alia, the approval by the Shareholders of the Resolution to be proposed at the
General Meeting to be held at the offices of Hill Dickinson LLP at The
Broadgate Tower, 20 Primrose Street, London, EC2A 2EW at 10.00 a.m. on 22 July
2025. A circular, containing further details of the Fundraising, Conversion,
Notice of General Meeting and proxy form (together the "Circular") has been
despatched to Shareholders and is available on the Company's website at
https://dekelagrivision.com/ (https://dekelagrivision.com/) .

Capitalised terms used but not defined in this announcement have the meanings
given to them in the Company's announcement released at 4.41 p.m. on 26 June
2025 in respect of the Proposed Fundraising, Conversion of Debt and Debt
Restructure unless the context provides otherwise.

For further information, please visit the Company's website
www.dekelagrivision.com or contact:

 

 Dekel Agri-Vision Plc                       +44 (0) 207 236 1177

 Youval Rasin

 Shai Kol

 Lincoln Moore

 Zeus (Nomad and Joint Broker)               +44 (0) 203 829 5000

 James Joyce / Darshan Patel / John Moran

 Fraser Marshall / Simon Johnson (Broking)

 

Certain statements in this Announcement are forward-looking statements with
respect to the Company's expectations, intentions and projections regarding
its future performance, strategic initiatives, anticipated events or trends
and other matters that are not historical facts and which are, by their
nature, inherently predictive, speculative and involve risks and uncertainty
because they relate to events and depend on circumstances that may or may not
occur in the future. All statements that address expectations or projections
about the future, including statements about operating performance, strategic
initiatives, objectives, market position, industry trends, general economic
conditions, expected expenditures, expected cost savings and financial
results, are forward-looking statements. Any statements contained in this
Announcement that are not statements of historical fact are, or may be deemed
to be, forward‐looking statements. These forward-looking statements, which
may use words such as "aim", "anticipate", "believe", "could", "intend",
"estimate", "expect", "may", "plan", "project" or words or terms of similar
meaning or the negative thereof, are not guarantees of future performance and
are subject to known and unknown risks and uncertainties. There are a number
of factors including, but not limited to, commercial, operational, economic
and financial factors, that could cause actual results, financial condition,
performance or achievements to differ materially from those expressed or
implied by any of these forward‐looking statements. Many of these risks and
uncertainties relate to factors that are beyond the Company's ability to
control or estimate precisely, such as changes in taxation or fiscal policy,
future market conditions, currency fluctuations, the behaviour of other market
participants, the actions of governments or governmental regulators, or other
risk factors, such as changes in the political, social and regulatory
framework in which the Company operates or in economic or technological trends
or conditions, including inflation, recession and consumer confidence, on a
global, regional or national basis. Given those risks and uncertainties,
readers are cautioned not to place specific reliance on forward-looking
statements. Forward-looking statements speak only as of the date of this
Announcement. Each of the Company and Zeus expressly disclaims any obligation
or undertaking to update or revise any forward-looking statements, whether as
a result of new information, future events or otherwise unless required to do
so by applicable law or regulation.

 

Notes:

Dekel Agri-Vision Plc is a multi-project, multi-commodity agriculture company
focused on West Africa. It has a portfolio of projects in Côte d'Ivoire at
various stages of development: a fully operational palm oil project in
Ayenouan where fruit produced by local smallholders is processed at the
Company's 60,000tpa capacity crude palm oil mill and a cashew processing
project in Tiebissou, which is currently transitioning to full commercial
production

Notification and public disclosure of transactions by Persons Discharging
Managerial Responsibilities ("PDMR") and persons closely associated with them
("PCA")

 1    Details of the person discharging managerial responsibilities / person closely
      associated
 a)   Name                                                         1.   Lincoln Moore

                                                                   2.   Yehoshua Shai Kol

                                                                   3.   Aristide C. Achy Brou
 2    Reason for the notification
 a)   Position/status                                              1.   Executive Director

                                                                   2.   Chief Financial Officer

                                                                   3.   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                                                         Dekel Agri-Vision plc
 b)   LEI                                                          213800TZMTERFY8P7D14
 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 €0.0003367 each

      Identification code                                          ISIN: CY0106502111

 b)   Nature of the transaction                                    Purchase of Ordinary Shares of €0.0003367 each in the Company
 c)   Price(s) and volume(s)                                       Transaction                                      Price(s)  Volume(s)

                                                                 1. Lincoln Moore - Subscription Shares           0.55p     1. 18,181,818

                                                                   2. Yehoshua Shai Kol - Subscription Shares                 2. 40,000,000

                                                                   3. Aristide C. Achy Brou - Subscription Shares             3. 54,545,454

 d)   Aggregated information

      - Aggregated volume                                          112,727,272

      - Price                                                      £620,000

 e)   Date of the transaction                                      30 June 2025
 f)   Place of the transaction                                     London Stock Exchange, AIM

 

 

 

 

d)

 

Aggregated information

 

 

- Aggregated volume

112,727,272

 

 

- Price

£620,000

 

 

e)

Date of the transaction

30 June 2025

 

f)

Place of the transaction

London Stock Exchange, AIM

 

 

 

 1    Details of the person discharging managerial responsibilities / person closely
      associated
 a)   Name                                                         Youval Rasin
 2    Reason for the notification
 a)   Position/status                                              Chief Executive Officer

 b)   Initial notification /Amendment                              Initial
 3    Details of the issuer, emission allowance market participant, auction

    platform, auctioneer or auction monitor

 a)   Name                                                         Dekel Agri-Vision plc
 b)   LEI                                                          213800TZMTERFY8P7D14
 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 €0.0003367 each

      Identification code                                          ISIN: CY0106502111

 b)   Nature of the transaction                                    Conversion of Debt to Equity
 c)   Price(s) and volume(s)                                       Price(s)  Volume(s)

                                                                 0.55p     187,931,098

 d)   Aggregated information

      - Aggregated volume                                          187,931,098

      - Price                                                      £1,033,621

 e)   Date of the transaction                                      30 June 2025
 f)   Place of the transaction                                     Off Market

 

 

 

 

d)

 

Aggregated information

 

 

- Aggregated volume

187,931,098

 

 

- Price

£1,033,621

 

 

e)

Date of the transaction

30 June 2025

 

f)

Place of the transaction

Off Market

 

 

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