Proposed Equity Fundraising to raise approximately £3 million and launch of Retail Offer
Dekel Agri-Vision Plc , the West African focused agriculture company, announces its intention to raise approximately £3.0 million by way of a placing (“Placing”), Subscription and Retail Offer (in each case as defined below, and together the “Fundraising”) of new ordinary shares of €0.0003367 each in the Company (“Ordinary Shares”). The Placing will be effected by way of an accelerated bookbuild (the “Bookbuild”), at a price of 5 pence per Ordinary Share (the “Placing Price”).
The Bookbuild will open with immediate effect following release of this announcement. A further announcement confirming the closing of the Bookbuild and the number of new Ordinary Shares to be issued pursuant to the Fundraising is expected to be made in due course.
The Company intends to enter into subscription agreements with Optiva Securities Limited and certain of its directors pursuant to which they will subscribe for new Ordinary Shares (the “Subscription Shares”) at the Placing Price (the “Subscription”). The Placing is conditional on the completion of the Subscription.
In addition to the Placing and Subscription, an offer will be made by the Company on the PrimaryBid platform of new Ordinary Shares (the “Retail Shares”) at the Placing Price (the “Retail Offer”) equivalent of up to £500,000, to provide retail investors with an opportunity to participate in the equity fundraise. A separate announcement will be made shortly regarding the Retail Offer and its terms. The Retail Offer is conditional on the Placing, but the Placing is not conditional on the Retail Offer.
The Placing is subject to the terms and conditions set out in the Appendix to this announcement (which forms part of this announcement, such announcement and the Appendix together being this “Announcement”).
Expected Use of Proceeds
Of the gross proceeds raised, the Company intends to use up to £1.1m to acquire a further 16.7% interest in the large scale raw cashew nut (‘RCN’) processing project at Tiebissou, Côte d’Ivoire (the “Cashew Project”), which will increase the Company’s interest in the Project to 70.7%. It is expected that the consideration payable in relation to this acquisition will be paid partially in cash and partially by the issue of Company shares at the Placing Price. Whilst discussions with the proposed vendor have taken place, definitive terms in connection with this acquisition are yet to be agreed, including the size of the interest to be acquired, the final purchase price, and how much of that the purchase price is to be settled in cash and/or Company shares. Accordingly, there can be no guarantee that this transaction will take place. Further updates will be made by the Board as appropriate.
The balance of the gross proceeds will be used as working capital to strengthen the Company’s balance sheet and also support the cashew processing project at Tiebissou, as it commences first production in Q2 2021.
Additional Information on the Fundraising and the Bookbuild
The final number of new Ordinary Shares to be issued pursuant to the Fundraising (the “Fundraising Shares”) will be determined following the close of the Bookbuild. The Fundraising Shares, when issued, will be fully paid and will rank pari passu in all respects with the existing Ordinary Shares.
The Placing has been arranged by Arden Partners Plc (the “Nomad and Joint Broker”) in accordance with the terms and conditions set out in the Appendix to this Announcement. The Bookbuild will determine final demand for and participation in the Placing. The Bookbuild is expected to close not later than 7.00 a.m. (London) tomorrow, but may be closed at such earlier or later time as the Nomad and Joint Broker, in their absolute discretion (following consultation with the Company), determine.
Details of the result of the Fundraising will be announced as soon as practicable after the close of the Bookbuild. Attention is drawn to the detailed terms and conditions of the Placing described in the Appendix (which forms part of this announcement). By choosing to participate in the Fundraising and by making an oral and legally binding offer to acquire Fundraising Shares, investors will be deemed to have read and understood this announcement in its entirety (including the Appendix) and to be making such offer on the terms and subject to the conditions in it, and to be providing the representations, warranties and acknowledgements contained in the Appendix. The Company will not issue more Fundraising Shares than it has the required authorities to issue, and accordingly there will be no shareholder circular or General Meeting required. Further updates will be provided as and when appropriate.
Capitalised terms used but not defined in this Announcement shall have the meanings given to such terms in the section headed ‘Definitions’ below save that any capitalised term defined in the Appendix shall have such meaning in the Appendix to the exclusion, in the Appendix only, of any definition of such term elsewhere in this Announcement.
Further to the ‘Full Year Production Update’ for the Company’s palm oil operations at Ayenouan announcedon 11 January 2021, positive momentum has been maintained and the January production update, due on or around 10 February 2020, is likely to show a material improvement in production on January 2020. This material improvement is in line with expectations due to the peak harvest season commencing later in 2020 as announced on 9 April 2020. Further updates will be made by the Board as appropriate.
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