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.
For additional information please contact:
AfriAg Global PLC
David Lenigas firstname.lastname@example.org
Peterhouse Capital Limited (Corporate Adviser)
Tel: +44 207 220 9795
Guy Miller email@example.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.
34 North Quay David Lenigas
Douglas by Order of the Company’s Board
Isle of Man 17 March 2021