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DJ AfriAg Global Plc Disposal and Reorganisation GM

 
TIDMAFRI 
 
4 November 2019 
 
                               AfriAg Global PLC 
 
                          ('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 27 November 
2019 at 11.00 a.m. at the offices of Hill Dickinson LLP, 105 Jermyn Street, St. 
James's, London, SW1Y 6EE. 
 
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 GBP0.001 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 Apollon Formularies Limited the Company must dispose of 
its subsidiaries, which operates its African operations. As at 30 June 2019, 
the Company's business has generated a loss of GBP865,000. 
 
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. 
 
                                    -ENDS- 
 
For further information on AfriAg Global please visit the www.afriagglobal.com 
or please contact; 
 
AfriAg Global Plc: 
 
David Lenigas (Executive Chairman)                   +44 (0)20 7440 0640 
 
Peterhouse Capital Limited                     +44 (0)20 7469 0930 
Guy Miller 
 
                 LETTER FROM THE CHAIRMAN OF AFRIAG GLOBAL PLC 
 
Directors: 
 
            Registered Office: 
David 
Lenigas 
                    Quayside House 
Hamish 
Harris 
6 Hope Street, Castle Town, Isle of Man, IM9 1AS 
Donald Strang 
 
                                4 November 2019 
 
Dear Shareholder 
 
                           NOTICE OF GENERAL MEETING 
 
1        INTRODUCTION 
 
The Company announced on 16 May 2019 that it has entered into conditional 
subscription agreements with Apollon Formularies Ltd (Apollon) to subscribe for 
ordinary shares in Apollon and that it would need to raise approximately GBP1m to 
subscribe for a total of 4 million shares in Apollon, representing circa 2.325 
per cent. of Apollon's issued share capital (Subscription). 
 
The Company announced on 24 May 2019 that it has raised GBP1,000,000 by a placing 
of 1,000,000,000 new Ordinary Shares with existing and new institutional 
investors at a placing price of 0.1 pence per Placing Share and announced on 15 
July 2019 that the Subscription has been completed. 
 
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 16 May 2019 (the Proposed Acquisition). 
 
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 30 June 2019, the Company's business has generated a loss of 
GBP865,000. The Directors believe the market has not viewed the Company's 
achievements with respect to its investments in its African operations 
favourably. Accordingly the Board intends to seek shareholder approval to 
dispose of the entire issued share capital (Sale Shares) of each of the 
Subsidiaries and transfer circa GBP626,000 inter-company debt due and owing to 
the Company to a third party buyer (Buyer). In consideration for transferring 
the Sale Shares to the Buyer, the Buyer shall indemnify the Company against all 
liabilities, costs, expenses, damages and losses (including but not limited to 
any direct, indirect or consequential losses, loss of profit, loss of 
reputation and all interest, penalties and legal costs (calculated on a full 
indemnity basis) and all other professional costs and expenses suffered or 
incurred by the Company arising out of or in connection with the: (i) Disposal; 
(ii) any claim by a third party against the Company arising out of or in 
connection with the provision of any services or supply of any goods  by the 
Company or the Subsidiaries; and (iii)  any claim made by a third party against 
the Company for death, personal injury, damage to property arising out of or in 
connection with defective goods or services supplied by the Company or the 
Subsidiaries. 
 
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 1 November 
2019 (being the latest practicable date prior to publication of this document) 
the closing price of the Company's Existing Ordinary Shares were 0.09 pence. 
Under Isle of Man law, a company is unable to issue shares at a price which is 
less than the par value of the shares. Therefore the Company is unable to issue 
any further shares which places a significant constraint on raising further 
money. Shareholders will be requested at the General Meeting to approve the 
conversion of each Existing Ordinary Share into the same number of New Ordinary 
Shares. If such conversion is approved it will not alter the market value of a 
shareholder's holding of shares in the Company's capital or their economic 
interest in the Company. 
 
3.2     New Articles 
 
The Articles currently specify an authorised share capital of up to 
1,000,000,000 of GBP1,000,000. The par value of the Existing Ordinary Shares is GBP 
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      Number of New Ordinary Shares held 
currently 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, 
Euroclear UK and Ireland Limited will be instructed to credit the CREST 
participant's account with New Consolidated Ordinary Shares. 
 
The record date for the Consolidation will be 6.00 p.m. on 27 November 2019. 
Subject to the passing of the resolutions at the General Meeting, CREST 

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DJ AfriAg Global Plc Disposal and Reorganisation GM -2-

accounts will be credited on 28 November 2019 and new share certificates in 
respect of the New Consolidated Ordinary Shares are expected to be posted to 
certificated Shareholders in their new form within ten days of Admission. 
 
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 11 a.m. on 27 November 2019 at Hill Dickinson 
LLP, 105 Jermyn Street, St James's, London, SW1Y 6EE, at which the following 
resolutions will be proposed. 
 
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, 38 Jermyn Street, London, SW1Y 6DN marked for attention of the 
company secretary, as soon as possible but in any event so as to arrive not 
later than 11 a.m. on 25 November 2019. The completion and return of a Form of 
Proxy will not preclude you from attending the meeting, or speaking and voting 
in person should you subsequently wish to do so. 
 
8        RECOMMENDATION 
 
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. 
 
Yours faithfully 
 
David Lenigas 
 
Executive Chairman 
 
                    EXPECTED TIMETABLE OF PRINCIPAL EVENTS 
 
Posting of the circular and the Form of Proxy              on 4 November 2019 
 
Latest time and date for receipt of Forms of Proxy     11 a.m. on 25 November 
for the General Meeting                                                  2019 
 
Last day of dealings in Existing Ordinary Shares             27 November 2019 
 
General Meeting                                              27 November 2019 
 
Record Date                                             6 p.m. on 27 November 
                                                                         2019 
 
Announcement of the result of the General Meeting         on 27 November 2019 
 
Admission and dealings in New Ordinary Shares           7 a.m. on 28 November 
expected to commence                                                     2019 
 
CREST accounts credited with New Ordinary Shares             28 November 2019 
 
Expected date of despatch of definitive share            w/c 25 November 2019 
certificates for the New Ordinary Shares in 
certificated form (certificated holders only) 
 
                                  DEFINITIONS 
 
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   the articles of association of the Company from time to 
of Association         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 Man with 
                       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 GBP626,000 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 England and Wales and the operator of 
                       CREST. 
 
Existing Ordinary      the existing ordinary shares of GBP0.001 each in the capital 
Shares                 of the Company in issue as at the close of business on 31 
                       October 2019. 
                       . 
 
FCA                    the Financial Conduct Authority of 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 
                       LLP at 105 Jermyn Street, St. James's, London, SW1Y 6EE at 
                       11 a.m. on 27 November 2019. 
 
London Stock Exchange  London Stock Exchange 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       the new consolidated ordinary shares of no par value each 
Ordinary Shares        arising on completion of the Consolidation. 
 
NEX Exchange           NEX Exchange Limited, a recognised investment exchange 
                       under section 290 of FSMA. 
 
NEX Exchange Growth    the primary market for unlisted securities operated by the 
Market                 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          Together the Conversion and the Consolidation. 
Reorganisation 
 
Subsidiaries           means AfriAg Ltd, a company incorporated I the British 
                       Virgin Islands; and AfriAg Limited, a company incorporated 
                       in England and Wales. 
 
UK or United Kingdom   the United Kingdom of Great Britain and 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. 
 
 
 
END 
 

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