Performance Shares issued to Shellbay Investments

RNS Number : 5767L

Agronomics Limited

04 January 2023

 

4 January 2023

Agronomics Limited

("Agronomics" or the "Company")

Performance Shares issued to Shellbay Investments Limited

Directors' Dealings and Exercise of Warrants

TVR

Further to the publication of its annual results for the financial year to 30 June 2022 on 20 December 2022, by mutual agreement with Shellbay Investments Limited ("Shellbay"), the Company has resolved to issue 14,257,963 New Ordinary Shares of the Company ("Fee Shares") in settlement of 50% of the fees due to Shellbay under the Consultancy Agreement for the year to 30 June 2022. The Fee Shares are issued at a price equal to 0.16 per Fee Share (in aggregate equal to 2,281,274), 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 2022. The Company has also resolved to transfer £2,281,274 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 7,114,722 Fee Shares (the "Award Shares") for nil consideration to certain of its management and advisory consultants subject to various vesting criteria, including 312,500 Award Shares to Mr Denham Eke, the Finance Director of the Company.

Shellbay is a company indirectly wholly owned by Mr James Mellon, a Director of the Company. Immediately on receipt of the Fee Shares, Shellbay has agreed to transfer the remaining 7,143,241 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 transfer of the shares to Galloway, Shellbay shall hold, in aggregate, 12,097,782 Ordinary Shares of the Company.

Following the issue of Fee Shares and transfer of shares to Galloway, the interests of the Directors in Ordinary Shares is as set out below:

	No. of Ordinary Shares	% of current issued Ordinary Shares
Jim Mellon*	152,820,363	15.40%
Richard Reed**	6,354,412	0.64%
David Giampaolo	2,434,783	0.25%
Denham Eke	739,390	0.07%

*Jim Mellon is currently interested in a total of 152,820,363 Ordinary Shares. 139,448,621 are held by Galloway Limited and 12,097,782 are held by Shellbay, companies which are both indirectly wholly owned by Jim Mellon, and 1,273,960 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.

Terms of Shellbay engagement

Shellbay is not paid a fixed annual consultancy fee, but the Company shall reimburse it for all reasonable and properly documented direct expenses incurred in performing the services (including the direct costs of remunerating employees and/or consultants).

As previously reported, Shellbay is entitled to an annual fee equal to the value of 15% of any increase between the Company's net asset value ("NAV") on a per issued share basis at the start of a reporting period and 30 June each year during the term of its engagement, thus aligning the interests of Shellbay with those of the Company. The opening and closing NAV for each period will be based on the audited financial statements of the Company for the relevant financial year, with the opening NAV for each reporting period being the highest NAV per share reported at a financial year end for the previous reporting periods during the term of the agreement (establishing a rolling high-watermark for Shellbay to qualify for such fee). Any increase in NAV per share will then be applied to the issued share capital at the end of the relevant period for the purposes of determining the 15% fee.

Further details regarding the terms of Shellbay's engagement by the Company are set out in the announcement of the Company dated 6 May 2021.

Exercise of Warrants

Pursuant to the receipt of notice for the exercise of warrants, the Company is issuing 1,142 new Ordinary Shares with a nominal value of 0.000001 each in the capital of the Company ("Shares") at a subscription price of 30.0p per Share. The Company has received gross proceeds of 342.60.

Admission & Total Voting Rights

Application has been made for the 14,259,105 new Shares (being the Fee Shares and Warrant Shares) to be admitted to trading on AIM ("Admission"), with Admission expected to occur on or around 6 January 2023.   The new 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 992,244,668 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.

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.

About Agronomics

Agronomics is a leading listed alternative proteins company with a focus on cellular agriculture and cultivated meat. The Company has established a portfolio of over 20 companies at the Pre-Seed to Series C stage in this rapidly advancing sector. It seeks to secure minority stakes 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, as well as being fundamental to feeding the world's expanding population. A full list of Agronomics' portfolio companies is available at 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 $1.8 trillion investment will be required in order to produce just 10% of the world's protein using this technology, means that we are on the cusp of a multi-decade flow of capital to build out manufacturing facilities. Funding in the field of cellular agriculture is accelerating, however still less than US$ 4 billion has been invested worldwide since the industry's inception in 2016.

For further information please contact:

Agronomics Limited	Beaumont Cornish Limited	Canaccord Genuity Limited	Cenkos Securities Plc	Peterhouse Capital Limited	TB Cardew
The Company	Nomad	Joint Broker	Joint Broker	Joint Broker	Public Relations
Richard Reed Denham Eke	Roland Cornish James Biddle	Andrew Potts Harry Rees Alex Aylen  (Head of Equities)	Giles Balleny Max Gould Michael Johnson	Lucy Williams Charles Goodfellow	Ed Orlebar Alistair Walker
[phone] [e-mail]	[phone]	[phone]	[phone]	[phone]	[phone] [phone] [e-mail]

 

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