Corporate Update
03/05/2022 07:55
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RNS Number : 0707K VSA Capital Group PLC 03 May 2022
DATE: 3 May 2022
VSA Capital Group plc
("VSA", the "Company" or together with its subsidiaries the "Group")
Corporate Update
VSA Capital Group plc, an international investment banking and broking firm,
with offices in London and Shanghai, is pleased to update the market regarding
a fee settlement arrangement with a client and the consequent signing of a
relationship agreement.
Fee settlement with Anglo African Agriculture plc ("AAAP") and receipt of AAAP
shares
VSA Capital Limited ("VSA Capital"), the main operating subsidiary of VSA,
provided financial advisory services to AAAP in relation to the aborted
acquisition by AAAP of Comarco Group of companies ("Comarco"), an East African
based ports and marine logistics business, which would have been a reverse
takeover ("RTO"). On 1 October 2021 AAAP announced the withdrawal by Comarco
vendors from the RTO transaction. The Board of AAAP engaged with its
professional advisers, including VSA Capital, in order to reach a settlement
with respect to the outstanding professional advisory fees incurred by AAAP
during the aborted transaction.
On 15 December 2021, AAAP announced that it reached an agreement with VSA
Capital in respect of the settlement of the outstanding fees with AAAP at a
reduced rate by the way of a partial cash payment and an issue of new ordinary
AAAP shares to VSA Capital for the balance of the outstanding fees.
VSA is pleased to announce that following the AAAP shareholder vote on 29
April 2022 to grant the AAAP Board the necessary share authorities, the AAAP
Board passed a resolution to allot 3,823,627 new ordinary shares to VSA
Capital in settlement of the outstanding fees of £152,945.08. As a result
of this, VSA Capital now has a direct shareholding in AAAP amounting to 15.3%.
In addition, VSA Capital holds 191,266 warrants (122,233 exercisable at 5p and
69,033 exercisable at 20p) and Convertible Loan Notes amounting to £212,000.
The Convertible Loan Notes if converted, would result in the issue to VSA
Capital of 4,240,000 new ordinary shares and 4,240,000 new warrants,
exercisable at 5p per warrant. In addition, Andrew Monk, Chief Executive of
VSA and VSA Capital, is also Non-Executive Chairman of AAAP, and he holds
1,106,338 ordinary shares, amounting to 4.3% of the company's issued share
capital. Also, Andrew Raca, a director of VSA and VSA Capital, holds 91,952
options in AAAP at an exercise price of 20p expiring on 5 September 2022. The
current share price of AAAP is 4.3p.
Signing of the relationship agreement with AAAP
As a result of the above relationship with its client AAAP, on 29 April 2022
VSA Capital, Andrew Monk and Andrew Raca have entered into a relationship
agreement with AAAP to re-enforce AAAP's corporate governance arrangements and
ensure that AAAP at all times is capable of carrying on its business
independently of VSA Capital, and all transactions and arrangements between
AAAP and VSA Capital are at arm's length and on normal commercial terms.
For the duration of the relationship agreement, VSA Capital undertakes that it
shall not exercise its voting rights in AAAP nor acquire any additional shares
in AAAP. Andrew Monk, as a director of AAAP shall recuse himself from
deliberation and voting that affects the terms and conditions of the
appointment of VSA Capital, or any interests in VSA Capital, whilst it remains
as the Financial Adviser and Broker to AAAP.
The relationship agreement shall continue in full force and effect for so long
as VSA Capital remains appointed by AAAP as Financial Adviser and Broker, and
while VSA Capital, together with any affiliates and officers, has an interest
in AAAP representing 3% or more of AAA's voting rights.
Application will be made to the Financial Conduct Authority for the Shares to
be admitted to the Official List and to the London Stock Exchange ("LSE") for
the Shares to be admitted to trading on the LSE ("Admission"). Admission is
expected to occur on Friday 6 May 2022 and the Shares will rank pari passu
with existing issued Shares.
For more information, please contact:
VSA Capital Group plc +44(0)20 3005 5000
Andrew Raca, Head of Corporate Finance
Marcia Manarin, Finance Director
Alfred Henry Corporate Finance Limited - AQSE Corporate Adviser +44 (0)20 3772 0021
Jon Isaacs www.alfredhenry.com (http://www.alfredhenry.com)
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