19 March
2021
AfriAg Global plc
("AfriAg" or the "Company")
Posting of
Admission Document
Confirmation of
£2.5m Fundraising
Application to
AQSE Growth Market (subject to AQSE approval)
Proposed
Appointments and Resignations
Proposed Change of
Name to Apollon Formularies
General Meeting to
Approve the Acquisition of Apollon Formularies Ltd
Posting Admission Document and Notice
of General Meeting
Further to previous announcement regarding the proposed reverse
take-over of medicinal cannabis company Apollon Formularies Ltd
("Apollon") (the "RTO" or the "Proposed Acquisition") on
23 February 2021, AfriAg is pleased
to announce today the posting of its admission document and notice
of general meeting to be held at 7-9 Swallow Street, London, United Kingdom, W1B 4DE at
10 a.m. (London Time) on 12 April 2021.
As a consequence of COVID-19, the General Meeting will be run as
a closed meeting and Shareholders will not be able to attend.
- Application to AQSE Growth Market, subject to AQSE regulatory
approval
- Proposed re-admission of the Enlarged Share Capital of
748,376,677 Ordinary Shares to the AQSE Growth Market and to
trading ("Admission"). The Company has published an Admission
Document and has made application for Admission to the AQSE Growth
Market, as the transaction constitutes a reverse takeover under the
AQSE Growth Market Rules
- Placing and Subscription undertaken by Peterhouse Capital, to
raise £2,500,000 at 5 pence per
share, conditional on Admission
- The terms of the Proposed Acquisition, pursuant to which the
consideration will be satisfied by the issue and allotment of
666,666,666 Ordinary Shares of no par value ("Ordinary Shares") to
the shareholders of Apollon at a deemed price of 6 pence per share
- The proposed appointment of existing directors of Apollon as
directors of the Company; Dr Stephen
Barnhill as Chief Executive Officer and Chairman and
Nicholas Barnhill as a Non-Executive
Director. The Company will also welcome Kevin Sheil and Nicholas
Ingrassia as Non-Executive Directors and will accept the
resignation of David Lenigas, Hamish
Harris, and Donald Strang as
Directors of the Company with effect from Admission (which is
subject to, and conditional upon, inter alia, completion of the
Proposed Acquisition and Admission)
- On Admission and subject to Shareholder and regulatory
approval, the Company proposes to change its name to Apollon
Formularies PLC
Apollon Formularies, Chief Executive
Officer, Dr. Stephen Barnhill,
said:
“We are delighted to be coming to market at such an important
time for medical cannabis across the UK. The reaction to newly
listed cannabis-related businesses has been remarkable, and we look
forward to bringing Apollon, with its full suite of licences and
THC inclusive formulations, to the London market.
“Apollon’s strong research and development ability will make us
one of the few listed cannabis companies in Europe that is able to treat patients with
formulas inclusive of THC, and the licences held in Jamaica mean that all our formulas are backed
by medically supervised treatments. Our conditional fundraise of
£2,500,000, as announced on 23 February, has shown a strong
appetite for our company and we are pleased that we are able to
provide the market with a truly unique investment
opportunity.”
Availability of the Admission
Document
The Admission Document will be made available shortly online at
www.afriagglobal.com.
A copy of the Notice of General Meeting is 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 additional information please contact:
AfriAg Global PLC
David Lenigas
lenigas@monaco-capital.com
Apollon
Formularies
Tel:
+44 207 907 9314
Kevin Sheil
kevin@apollon.org.uk
Stene
Jacobs stene@apollon.org.uk
Peterhouse Capital Limited (Corporate Adviser)
Tel:
+44 207 220 9795
Guy Miller
gm@peterhousecapital.com
Blytheweigh (Financial PR/IR-London)
Tel:
+44 207 138 3204
Tim Blythe
tim.blythe@blytheweigh.com
Megan
Ray megan.ray@blytheweigh.com
AFRIAG GLOBAL PLC
(a company incorporated and
registered in the Isle of Man
under the Isle of Man Companies Act 2006 with registered number
002845V)
NOTICE OF GENERAL MEETING
NOTICE IS HEREBY GIVEN that a general meeting of the
shareholders of AfriAg Global Plc (the Company) will be held
at 10 a.m. (London Time) on
12 April 2021 (London time) to consider and, if thought fit,
pass resolution 1 and resolution 2 which will be proposed as
ordinary resolutions and resolution 3 and resolution 4 which will
be proposed as special resolutions. It should be noted that only
the Independent Shareholders will be allowed to vote the waiver
Resolution 2.
The physical meeting will be held at 7-9 Swallow Street,
London, United Kingdom, W1B 4DE,
but please note the instructions set out in this document with
respect to the arrangements in place for this meeting. No
Shareholder will be allowed entry into to the physical
meeting.
- THAT, subject to passing of resolutions 2 and 3, the
offer by the Company to acquire the entire issued share capital of
Apollon Formularies Ltd (Apollon) from the existing
shareholders of Apollon not already owned by the Company (Offer) on
the terms and subject to the conditions contained in the offer
document to be posted to the shareholders of Apollon be and is
hereby approved and that the Directors of the Company be and are
hereby authorised to take all steps necessary or, in the opinion of
the Directors of the Company, desirable, to complete and give
effect to the Offer.
- THAT the waiver to be granted by the Panel on Takeovers
and Mergers of any obligation under Rule 9 of the City Code on
Takeovers and Mergers on any or all of the Concert Party (as
defined in the Company’s Admission Document dated 17 March 2021 (the “Admission Document”))
to make a general offer to Shareholders of the Company which
obligation might otherwise have arisen as a result of the issue to
the members of the Concert Party of, in aggregate of 484,573,459
Ordinary Shares of no par value as consideration under the
agreement entered into by the Company in relation to the Offer, as
a result of which the Concert Party will own in aggregate up to
64.75% of the enlarged share capital of the Company, be and is
hereby approved. This resolution 2 can only be voted on by the
Independent Shareholders.
- THAT the Directors of the Company be authorised and
empowered to allot and issue ordinary shares of no par value in the
Company (Ordinary Shares) and rights to subscribe for
Ordinary Shares (together equity securities) for cash or
other consideration in accordance with Article 5.1 of the Company’s
articles of association in respect of 816,666,666 new equity
securities as if the restrictions on the allotment and issue of
equity securities in Article 5.2 of the Company’s articles of
association did not apply to any such allotment and issue, such
power to expire on the date occurring 15 months from the date of
this special resolution or (if earlier) the conclusion of the
annual general meeting of the Company to be held in 2021, provided
that the Company may, before the expiry of this power, make an
offer or agreement which would or might require equity securities
to be allotted and issued after the expiry of this power and the
Directors may allot and issue equity securities in pursuance of
such an offer or agreement as if the power had not expired. The
allotments in respect of 816,666,666 Ordinary Shares shall be
limited to:
- the allotment of 666,666,666 new Ordinary Shares pursuant to
the Offer;
- the allotment of 50,000,000 new Ordinary Shares in the capital
of the Company in connection with the Placing and Subscription;
and
- the allotment (other than under paragraphs (a) to (b) above) of
additional equity securities up to an aggregate amount of
100,000,000.
4. THAT, conditional
upon Admission, the name of the Company be changed to “Apollon
Formularies Plc” and that the Company’s memorandum and articles of
association be amended to reflect such change of name.
Registered Office
34 North
Quay
David Lenigas
Douglas
by
Order of the Company’s Board
Isle of
Man
17 March 2021
IM1 4LB
