NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT
This announcement is an advertisement for purposes of the Prospectus Rules of the Financial Conduct Authority and not a prospectus and not an offer of securities for sale in any jurisdiction, including in or into the United States, Australia, Canada or Japan.
Neither this announcement, nor anything contained herein, nor anything contained in the registration document referred to herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Investors should not subscribe for or purchase any ordinary shares referred to in this announcement or in the registration document except solely on the basis of the information contained in a prospectus in its final form (together with any supplementary prospectus, if relevant, the "Prospectus"), including the risk factors set out therein, that may be published by Anglo African Agriculture plc ("the "Company" and together with its subsidiaries and subsidiary undertakings the "Group" or "AAA"), in due course in connection with a possible offer of ordinary shares in relation to the Reverse Takeover (“RTOâ€) of Comarco Group and the renaming of the Company to Agulhas Group Africa plc (the “Enlarged Groupâ€) (the “Proposed Acquisitionâ€) and the possible re-admission of the enlarged share capital to the Standard Listing segment of the Official List of the FCA and to trading on the main market for listed securities of the London Stock Exchange plc ("LSE"). A copy of any Prospectus published by Anglo African Agriculture plc will, if published, be available for inspection from the Company's registered office and on the company website at www.aaaplc.com.
4 November 2019
Anglo African Agriculture PLC Confirmation of Intention to Float on the London Stock Exchange
Following the announcement by the Company on 4 November 2019 regarding the publication of a registration document, the Company today confirms its intention to proceed with the Proposed Acquisition of Comarco Group by means of an RTO. In connection with the Proposed Acquisition, the Company intends to undertake a fundraising of $16 million in a placing at 10p per new ordinary share together with a proposed vendor placing of $6 million on behalf of certain shareholders of Comarco Group (the “Fundraiseâ€).
Following the Fundraising and publication of a prospectus, the Company intends to apply for the re-admission of the enlarged share capital to the standard listing segment of the Official List of the Financial Conduct Authority ("FCA") and to trading on the main market of the London Stock Exchange plc ("Re-Admission"). Re-Admission will be subject to the requisite regulatory approvals being obtained. Re-Admission is currently expected to occur in December 2019. If Re-Admission is successful, the Company will change its name to Agulhas Group Africa plc and will trade under a new TIDM (AGAP).
Brian Hall, Proposed Chairman of Agulhas Group Africa plc said:
"I am very pleased to confirm our intention to float the Enlarged Group on the London Stock Exchange. Kenya is one of the fastest growing markets in the world and Mombasa is the gateway into Kenya and East Africa as a whole. Comarco Group has a proven track record of operating in the region as an industry leader, providing high quality, economically compelling and reliable port and marine logistics services that drive economic development and growth in the region. We believe that we will be well-positioned to drive the long-term growth and value of the Enlarged Group and look forward to presenting our investment proposition to investors."
Investment Highlights
Summary of proposed RTO
For further information, please visit www.aaaplc.com or www.comarcogroup.com, or contact the following:
Comarco Group Simon Phillips (Chief Executive) Charlie Pettifer |
+27 (0)82 6191 081 +44 (0)77 8811 4411 |
VSA Capital Limited (Financial Adviser and Corporate Broker) | +44 (0)20 3005 5000 |
Andrew Monk (Corporate Broking) Andrew Raca (Corporate Finance) |
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VSA Capital Limited ("VSA Capital") is authorised and regulated in the United Kingdom by the FCA and is acting exclusively for the Company and no one else in connection with Admission. VSA Capital will not regard any other person (whether or not a recipient of this announcement) as its client in relation to Re-Admission and will not be responsible to anyone other than the Company for providing the protections afforded to clients of VSA Capital or for providing any advice in relation to Re-Admission, the contents of this announcement or any transaction or arrangement referred to herein.