(‘AfriAg’ or the ‘Company’)
Proposed Disposal, Capital Reorganisation and Amendment to Memorandum and Articles
Notice of General Meeting
The Company is pleased to announce that it has posted a notice convening a General Meeting (the “Meeting”) of the Shareholders to be held on
At the Meeting, the Company’s shareholders will be asked, amongst other things, to approve the disposal of the Company’s African operations, to convert the ordinary shares of £0.001 each to shares of no par value and to consolidate the shares on a 100:1 basis.
The circular and the Form of Proxy in relation to the General Meeting are being posted today, and the Circular will shortly be available for viewing on the Company’s website at www.afriagglobal.com.
The Directors believe that in order for the Company to proceed with the proposed acquisition of
A copy of the Executive Chairman’s letter, the expected timetable of principal events and definitions sections contained in the circular, are set out in full below in this announcement without material amendment or adjustment.
The directors of the Company accept responsibility for the contents of this announcement.
For further information on AfriAg Global please visit the www.afriagglobal.com or please contact;
Peterhouse Capital Limited +44 (0)20 7469 0930
LETTER FROM THE CHAIRMAN OF AFRIAG GLOBAL PLC
Directors: Registered Office:
David Lenigas Quayside House
NOTICE OF GENERAL MEETING
The Company announced on
The Company announced on
Following completion of the Subscription the Company intends to seek shareholder approval for the proposed Share Capital Reorganisation and Disposal in line with its business strategy in order to proceed with discussions regarding the proposed acquisition of the entire issued share capital of Apollon as announced on
It is important that you complete, sign and return the Form of Proxy for use at the General Meeting enclosed with this document whether or not you intend to attend the meeting.
2 THE PROPOSED DISPOSAL
The Board believes that in order for it to proceed with the Proposed Acquisition it must dispose of its Subsidiaries, which operates its African operations. As at
3 THE PROPOSED CONVERSION INTO ORDINARY SHARES OF NO PAR VALUE
3.1 Conversion of Existing Ordinary Shares into New Ordinary Shares
The Company currently has 3,011,001,037 Existing Ordinary Shares in issue, which are listed on the NEX Exchange. As at close of business on
3.2 New Articles
The Articles currently specify an authorised share capital of up to 1,000,000,000 of £1,000,000. The par value of the Existing Ordinary Shares is £0.001.
Under the Act the Directors may by resolution, subject to contrary provisions in the Articles, alter the Company’s share capital comprising shares with par value in any way. This power is restricted by Article 11 of the Articles which provides that the conversion of share capital into shares of a larger or smaller par value requires approval from shareholders by ordinary resolution. In order to enable the Company to raise new equity, the Board considers that an amendment to alter the Articles to remove the par value of the Existing Ordinary Shares is necessary. Set out in section A to this document is a non-exhaustive list of changes which have been to the Articles to alter them into the form of the New Articles. In addition, shareholders may view on the Company’s website (www.afriagglobal.com) a copy of the Articles which have been marked up to highlight the changes being proposed.
4 THE PROPOSED CONSOLIDATION
Following the Conversion the Company will have 3,011,001,037 New Ordinary Shares in issue. The Directors believe this is a large number of shares. The effect of the proposed Consolidation will be to reduce the number of Ordinary Shares in issue by a factor of 100, whilst increasing the trading price of the Company’s New Ordinary Shares. The Board considers the Consolidation is in the best interests of the Company and its Shareholders, as it believes the effect of the Consolidation will be to improve market liquidity by reducing the volatility and spread of the Company’s New Consolidated Ordinary Shares and make trading in the Company’s shares more attractive to a broader range of institutional investors and other members of the investing public. Following completion of the Consolidation 30,110,011 New Consolidated Ordinary Shares of no par value each, will be in issue.
One consequence of the proposed Consolidation is that Shareholders holding fewer than 100 existing Ordinary Shares will receive no new Ordinary Shares. This consequence is illustrated in the table below:
Number of existing Ordinary Shares currently Number of New Ordinary Shares held held 99 0 100 1 300 3 15,000 150
The Consolidation may result in fractional entitlements. These fractional entitlements will be aggregated to create single New Consolidated Ordinary Shares which will then be allocated by the Company.
To effect the Consolidation, it will be necessary to issue an additional 63 ordinary shares so that the Company’s issued ordinary share capital is exactly divisible by 100. These additional ordinary shares will be issued to the Company’s share registrar before the record date for the Consolidation. Since these additional shares would only represent a fraction of a New Consolidated Ordinary Share, this fraction will be sold or transferred pursuant to the arrangements set out below.
Where options and other rights have been granted in relation to the ordinary shares, the numbers of New Consolidated Ordinary Shares to which these rights apply will be adjusted to take account of the Consolidation.
Share certificates in respect of the New Consolidated Ordinary Shares, will be issued following the Consolidation or, in the case of uncertificated holders,
The record date for the Consolidation will be
5 INFORMATION ON THE COMPANY
Following the Disposal AfriAg will not hold any interest in any subsidiary company and will hold the following investments:
- 2.325 % of the issued share capital of Apollon; and
- 546 common stock in Tilray, Inc.
The Company will continue its investment strategy of investing in the legal medicinal cannabis sector.
6 GENERAL MEETING
Set out at the end of this Document is the Notice of General Meeting convening the General Meeting to be held at
Resolution 1: Disposal
Resolution 1 is an ordinary resolution seeking shareholder approval of the Disposal.
Resolution 2: Adoption of New Articles
Resolution 2 is a special resolution seeking shareholder approval for the adoption of the New Articles.
Resolution 3: Conversion of Existing Ordinary Shares into New Shares (that is, shares with no par value)
Resolution 3 is a special resolution, conditional on the passing of Resolution 2, seeking shareholder approval for the conversion of each Existing Ordinary Share into the same number of New Ordinary Shares.
Resolution 4: Consolidation
This is an ordinary resolution, conditional on the passing of Resolution 3, seeking approval of the Consolidation.
7 ACTION TO BE TAKEN
A Form of Proxy is enclosed for use in connection with the General Meeting. Whether or not you intend to be present at the General Meeting, you are requested to complete, sign and return the Form of Proxy to the Company at Suite 3b,
The Directors consider that the resolutions set out in the notice of General Meeting are in the best interests of the Company and its shareholders as a whole and accordingly, unanimously recommend Shareholders to vote in favour of the Resolutions to be proposed at the General Meeting.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Posting of the circular and the Form of Proxy on
4 November 2019Latest time and date for receipt of Forms of Proxy 11 a.m.on 25 November 2019for the General Meeting Last day of dealings in Existing Ordinary Shares 27 November 2019General Meeting 27 November 2019Record Date 6 p.m.on 27 November 2019Announcement of the result of the General Meeting on 27 November 2019Admission and dealings in New Ordinary Shares 7 a.m.on 28 November 2019expected to commence CREST accounts credited with New Ordinary Shares 28 November 2019Expected date of despatch of definitive share w/c 25 November 2019certificates for the New Ordinary Shares in certificated form (certificated holders only)
The following definitions apply throughout this document, unless the context requires otherwise:
Act the Isle of Man Companies Act, 2006. Admission the Admission of the New Ordinary Shares to trading on the NEX Exchange. Articles or Articles of Association the articles of association of the Company from time to time. Board or Directors the board of directors of the Company for the time being. Company
AfriAg Global PLC, a public limited liability company incorporated and registered in the Isle of Manwith company number 002845V and registered office address at Quayside House, 6 Hope Street, Castletown, Isle of Man, IM9 1AS. Consolidation the proposed consolidation of the Company’s ordinary share capital pursuant to which every 100 Ordinary Shares will be consolidated into 1 New Consolidated Ordinary Share pursuant to the Resolutions as set out in the Notice of General Meeting. Conversion the conversion of Existing Ordinary Shares into New Ordinary Shares pursuant to Resolution 3. CREST the computerised settlement system (as defined in the CREST Regulations) operated by Euroclear which facilitates the holding and transfer of title to shares in uncertificated form. CREST Regulations the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755) as amended. Disposal means the disposal by the Company of the entire issued share capital of each of the Subsidiaries and transfer of circa £626,000 of inter-company debt due and owing to the Company to a third party buyer pursuant to the Disposal SPA. Disposal SPA means the sale and purchase agreement to be entered into by the Company and a third party buyer in respect of the Disposal. Euroclear Euroclear UK & Ireland Limited, a company incorporated in Englandand Walesand the operator of CREST. Existing Ordinary Shares the existing ordinary shares of £0.001 each in the capital of the Company in issue as at the close of business on 31 October 2019. . FCAthe Financial Conduct Authorityof the United Kingdom. FSMA the Financial Services and Markets Act 2000, as amended. Form of Proxy the form of proxy for use at the General Meeting. General Meeting the general meeting of the Company convened pursuant to the Notice and to be held at the offices of Hill Dickinson LLPat 105 Jermyn Street, St. James’s, London, SW1Y 6EE at 11 a.m.on 27 November 2019. PLC. New Articles the articles of association that will be adopted by the Company if the Resolutions are passed. New Ordinary Shares the new ordinary shares of no par value each. New Consolidated Ordinary Shares the new consolidated ordinary shares of no par value each arising on completion of the Consolidation. NEX Exchange NEX Exchange Limited, a recognised investment exchange under section 290 of FSMA. NEX Exchange Growth Market the primary market for unlisted securities operated by the NEX Exchange. NEX Exchange Rules the NEX Exchange Growth Market Rules for Issuers, which set out the admission requirements and continuing obligations of companies seeking admission to and whose shares are admitted to trading on the NEX Exchange Growth Market. Notice the notice of General Meeting set out at the end of this document. Record Date 6 p.m.on 27 November 2019*(or such time and date as the Directors may determine). Resolutions the resolutions to be proposed at the General Meeting which are set out in the Notice. Share Capital Reorganisation Together the Conversion and the Consolidation. Subsidiaries means AfriAg Ltd, a company incorporated I the British Virgin Islands; and AfriAg Limited, a company incorporated in Englandand Wales. UKor United Kingdomthe United Kingdomof Great Britainand Northern Ireland. uncertificated recorded on the relevant register of the share or security concerned as being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations may be transferred by means of CREST.