Performance Shares issued to Shellbay Investments

Agronomics Limited

08 February 2024

 

8 February 2024

Agronomics Limited

("Agronomics" or the "Company")

Performance Shares issued to Shellbay Investments Limited

Directors' Dealings

Issue of Equity & TVR

Further to the announcement by the Company on 25 April 2022, the Company has been notified by Shellbay Investments Limited ("Shellbay") that following expiry of the final vesting period certain of its management and advisory consultants ("Option Holders") have elected to exercise the nil paid options granted by Shellbay in relation to certain shares of the Company held by Shellbay ("Options"). In aggregate, Option Holders have exercised Options over 6,936,977 shares, and the transfer of these shares to relevant Option Holders shall occur with immediate effect. Included in these figures, Mr Denham Eke, a Finance Director of the Company, has exercised Options over 426,891 shares held by Shellbay.

Shellbay is a company indirectly wholly owned by Mr James Mellon, a Director of the Company.

In addition, further to the publication of its annual results for the financial year to 30 June 2023 on 27 December 2023, by mutual agreement and pursuant to the terms of the Consultancy Agreement with Shellbay Investments Limited, the Company has resolved to issue 16,253,847 New Ordinary Shares of the Company ("Fee Shares") in settlement of 50% of the performance fees due to Shellbay under the Consultancy Agreement for the year to 30 June 2023. The Fee Shares are issued at a price equal to £0.10375 per Fee Share (in aggregate equal to £1,686,336), 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 2023. The Company has also resolved to transfer £1,686,336 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 7,763,685 Fee Shares (the "Award Shares") for nil consideration to certain of its management and advisory consultants subject to various vesting criteria, including 385,543 Award Shares to Mr Denham Eke, the Finance Director of the Company. Shellbay has also granted options to acquire, for nil consideration, in aggregate, 346,990 Fee Shares (the "2024 Options") to certain of its management and advisory consultants.

Immediately on receipt of the Fee Shares, Shellbay has agreed to transfer the remaining 8,143,172 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 exercise of Options, transfer of the Fee Shares and Award Shares and granting of the 2024 Options, Shellbay holds, in aggregate, 2,313,647 Ordinary Shares of the Company, of which 2,313,647 shares remain subject to the 2024 Options.

Following the exercise of Options and transfer of the Fee Shares and Award Shares, the interests of the Directors in Ordinary Shares is as set out below:

	No. of Ordinary Shares	% of current issued Ordinary Shares
Jim Mellon*	152,287,421	15.09%
Richard Reed**	6,354,412	0.63%
David Giampaolo	2,434,783	0.24%
Denham Eke	1,551,824	0.15%

*Jim Mellon is currently interested in a total of 152,287,421 Ordinary Shares. 147,591,813 are held by Galloway Limited and 2,313,647 are held by Shellbay, companies which are both indirectly wholly owned by Jim Mellon, and 2,381,961 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.

Admission & Total Voting Rights

Application has been made for the 16,253,847 Fee Shares to be admitted to trading on AIM ("Admission"), with Admission expected to occur on or around 14 February 2024. The Fee 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 1,009,409,750 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.

About Agronomics

Agronomics is a leading London-listed company focussing on investment opportunities within the field of cellular agriculture. The Company has established a portfolio of over 20 companies in this rapidly advancing sector. It seeks to invest 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 and improve food security for 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

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.

For further information please contact:

Agronomics Limited	Beaumont Cornish Limited	Canaccord Genuity Limited	Cavendish Securities Plc	Peterhouse Capital Limited	SEC Newgate
The Company	Nomad	Joint Broker	Joint Broker	Joint Broker	Public Relations
Jim Mellon Denham Eke	Roland Cornish James Biddle	Andrew Potts Harry Pardoe Alex Aylen (Head of Equities)	Giles Balleny Michael Johnson	Lucy Williams Charles Goodfellow	Bob Huxford Anthony Hughes
[phone] [e-mail]	[phone]	[phone]	[phone]	[phone]	[e-mail]

1	Details  of  the  person  discharging  managerial  responsibilities  /  person  closely associated
a)	Name	Jim Mellon
2	Reason for notification
a)	Position / status	Executive Chairperson
b)	Initial notification /Amendment	Initial
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Agronomics Limited
b)	LEI	21380029M8MPIEQ3TL31
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 Identification code	16,253,847 Ordinary shares of £0.000001 each in Agronomics Limited ISIN IM00B6QH1J21
	Nature of the transaction	Acquisition of Ordinary Shares
c)	Price(s) and volumes(s)	Price(s) Volumes(s)  10.375 pence 16,253,847
d)	Aggregated information	n/a
e)	Date of the transaction	13 February 2024
f)	Place of the transaction	New issue of shares

 

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