TIDMANIC
RNS Number : 5767L
Agronomics Limited
04 January 2023
4 January 2023
Agronomics Limited
("Agronomics" or the "Company")
Performance Shares issued to Shellbay Investments Limited
Directors' Dealings and Exercise of Warrants
TVR
Further to the publication of its annual results for the
financial year to 30 June 2022 on 20 December 2022, by mutual
agreement with Shellbay Investments Limited ("Shellbay"), the
Company has resolved to issue 14,257,963 New Ordinary Shares of the
Company ("Fee Shares") in settlement of 50% of the fees due to
Shellbay under the Consultancy Agreement for the year to 30 June
2022. The Fee Shares are issued at a price equal to GBP0.16 per Fee
Share (in aggregate equal to GBP2,281,274), 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 2022. The Company
has also resolved to transfer GBP2,281,274 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 7,114,722 Fee Shares (the "Award Shares") for
nil consideration to certain of its management and advisory
consultants subject to various vesting criteria, including 312,500
Award Shares to Mr Denham Eke, the Finance Director of the
Company.
Shellbay is a company indirectly wholly owned by Mr James
Mellon, a Director of the Company. Immediately on receipt of the
Fee Shares, Shellbay has agreed to transfer the remaining 7,143,241
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 transfer of the shares to Galloway, Shellbay shall
hold, in aggregate, 12,097,782 Ordinary Shares of the Company.
Following the issue of Fee Shares and transfer of shares to
Galloway, the interests of the Directors in Ordinary Shares is as
set out below:
No. of Ordinary % of current issued
Shares Ordinary Shares
Jim Mellon* 152,820,363 15.40%
---------------- -------------------
Richard Reed** 6,354,412 0.64%
----------------- ---------------- -------------------
David Giampaolo 2,434,783 0.25%
---------------- -------------------
Denham Eke 739,390 0.07%
---------------- -------------------
*Jim Mellon is currently interested in a total of 152,820,363
Ordinary Shares. 139,448,621 are held by Galloway Limited and
12,097,782 are held by Shellbay, companies which are both
indirectly wholly owned by Jim Mellon, and 1,273,960 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.
Terms of Shellbay engagement
Shellbay is not paid a fixed annual consultancy fee, but the
Company shall reimburse it for all reasonable and properly
documented direct expenses incurred in performing the services
(including the direct costs of remunerating employees and/or
consultants).
As previously reported, Shellbay is entitled to an annual fee
equal to the value of 15% of any increase between the Company's net
asset value ("NAV") on a per issued share basis at the start of a
reporting period and 30 June each year during the term of its
engagement, thus aligning the interests of Shellbay with those of
the Company. The opening and closing NAV for each period will be
based on the audited financial statements of the Company for the
relevant financial year, with the opening NAV for each reporting
period being the highest NAV per share reported at a financial year
end for the previous reporting periods during the term of the
agreement (establishing a rolling high-watermark for Shellbay to
qualify for such fee). Any increase in NAV per share will then be
applied to the issued share capital at the end of the relevant
period for the purposes of determining the 15% fee.
Further details regarding the terms of Shellbay's engagement by
the Company are set out in the announcement of the Company dated 6
May 2021.
Exercise of Warrants
Pursuant to the receipt of notice for the exercise of warrants,
the Company is issuing 1,142 new Ordinary Shares with a nominal
value of GBP0.000001 each in the capital of the Company ("Shares")
at a subscription price of 30.0p per Share. The Company has
received gross proceeds of GBP342.60.
Admission & Total Voting Rights
Application has been made for the 14,259,105 new Shares (being
the Fee Shares and Warrant Shares) to be admitted to trading on AIM
("Admission"), with Admission expected to occur on or around 6
January 2023. The new 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 992,244,668 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.
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.
About Agronomics
Agronomics is a leading listed alternative proteins company with
a focus on cellular agriculture and cultivated meat. The Company
has established a portfolio of over 20 companies at the Pre-Seed to
Series C stage in this rapidly advancing sector. It seeks to secure
minority stakes 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, as well as being fundamental to feeding
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 $1.8 trillion investment
will be required in order to produce just 10% of the world's
protein using this technology, means that we are on the cusp of a
multi-decade flow of capital to build out manufacturing facilities.
Funding in the field of cellular agriculture is accelerating,
however still less than US$ 4 billion has been invested worldwide
since the industry's inception in 2016.
For further information please contact:
Agronomics Beaumont Canaccord Cenkos Peterhouse
Limited Cornish Genuity Securities Capital TB Cardew
Limited Limited Plc Limited
The Company Nomad Joint Joint Broker Joint Public Relations
Broker Broker
---------- -------------- ------------------ --------------- ------------------------
Richard Reed Roland Andrew Giles Balleny Lucy Williams
Denham Eke Cornish Potts Max Gould Charles Ed Orlebar
James Harry Michael Johnson Goodfellow Alistair Walker
Biddle Rees
Alex Aylen
(Head
of Equities)
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+44 (0) 20 7930
0777
+44 (0) 1624 +44 (0) +44 (0) +44 (0) +44 (0) 7738 724
639396 207 628 207 523 +44 (0) 207 207 469 630
info@agronomics.im 3396 8000 397 8900 0936 agronomics@tbcardew.com
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MSCFZGGMLFMGFZM
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January 04, 2023 02:00 ET (07:00 GMT)
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