REG - Dekel Agri-Vision - Result of Oversubscribed Fundraise

Dekel Agri-VisionAnnouncement

27/06/2025 07:00

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RNS Number : 7252O  Dekel Agri-Vision PLC  27 June 2025

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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.

 

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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
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PUBLIC DOMAIN.

 

27 June 2025

 Dekel Agri-Vision Plc

 

('Dekel' or the 'Company')

 

Result of Oversubscribed Fundraise

 

Dekel Agri-Vision Plc (AIM: DKL), the West African agriculture company focused
on building a portfolio of sustainable and diversified projects, announces
that, further to the announcement at 4.41 p.m. on 26 June 2025 (the
"Announcement"), it has conditionally completed and closed the oversubscribed
Fundraise to raise gross proceeds of £2.33 million.

 

As part of the Fundraising, Subscribing Directors of the Company have
confirmed their intention to subscribe for 112,727,272 Subscription Shares,
raising £0.62 million. As the Company is currently in a close period under
MAR until the publication of its annual results for the period ended 31
December 2024 (the "Results"), the Subscribing Directors are not permitted to
enter into a Subscription Agreement until after publication of the Results
(and subject to each not being in possession of any other unpublished price
sensitive information at such time).

 

Whilst it is expected that the Results will be published shortly, in the event
that the Subscribing Directors are unable to subscribe for Subscription Shares
on account of being in a close period for the purposes of MAR or otherwise
being in possession of inside information or unpublished price sensitive
information, the Subscribing Directors may subscribe post the expected date of
Admission, in which case, admission of those Subscription Shares may occur
separately from the Placing Shares, Subscription and Retail Shares but in any
event not later than 8.00 a.m. on 29 August 2025.

 

The Issue Price of 0.55 pence represents a discount of 37.5 per cent. to the
closing middle market price of 0.88 pence per Ordinary Shares on 25 June 2025,
being the last business day prior to the announcement of the Fundraising.

 

Zeus Capital Limited is acting as agent for and on behalf of the Company in
respect of the Placing. The Placing was undertaken through an accelerated
bookbuild process.

 

The Placing has conditionally raised gross proceeds of £1.21 million through
the placing of 220,454,543 New Shares to certain institutional and other
investors. The Subscription (including the intended Directors' Subscription)
has raised a further £1.12 million through the subscription of 203,636,362
New Shares by Subscribing Directors and certain sophisticated investors
directly with the Company, in each case at the Issue Price.

 

In addition to the Placing and Subscription, the Company is providing all
shareholders with the opportunity to subscribe for an aggregate of up to
54,545,454 Retail Shares at the Issue Price, to raise up to approximately
£0.3 million. No part of the Placing or Subscription is conditional on the
Retail Offer proceeding or on any minimum take-up on the Retail Offer. The
launch of the Retail Offer is expected to occur shortly following this
announcement.

 

In connection with the oversubscribed Placing, and conditional upon Admission
the Company will issue approximately 11,022,727 warrants
to Zeus exercisable at the Issue Price at any time within three years from
date of grant.

 

Related party transactions

 

As Armstrong Investments Limited has participated in the Placing and is a
substantial shareholder in the Company, the allotment and issue of the Placing
Shares to Armstrong Investments Limited 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
Placing by Armstrong Investments Limited is fair and reasonable in so far as
Shareholders are concerned.

 

General Meeting and Posting of Circular

 

The Fundraising 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") will be despatched to Shareholders
shortly and will be available on the Company's website at
https://dekelagrivision.com/ (https://dekelagrivision.com/) .

Recommendation

The Directors consider that the Resolution is in the best interests of the
Company and its Shareholders as a whole. Accordingly, the Directors
unanimously recommend that Shareholders vote in favour of all the Resolutions
as the Directors have indicated their intention to do so in respect of their
entire beneficial holdings, amounting in aggregate to 127,662,681 Ordinary
Shares, representing approximately 22.76 per cent. of the votes the Ordinary
Shares have in relation all of the Resolutions.

Admission

Application will be made to the London Stock Exchange for admission of the New
Shares to trading on AIM ("Admission"). It is expected that, subject to the
necessary resolutions being passed at the General Meeting, Admission will
become effective and dealings in the New Shares will commence at 8:00 a.m. on
23 July 2025. The New Shares will be issued fully paid and will rank pari
passu in all respects with the Company's Existing Ordinary Shares.

Admission is conditional, inter alia, upon Admission becoming effective, the
Placing Agreement not having been terminated and becoming unconditional, and
upon the approval of Shareholders at the Company's forthcoming General Meeting
to be held on or around 22 July 2025.

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)

 Optiva Securities Limited (Joint Broker)    +44 (0) 203 137 1903

 Christian Dennis

 Daniel Ingram

 

 

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.

 

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