7 April 2021
AfriAg Global plc
("AfriAg" or the "Company")
Posting of Supplementary Admission Document
The Company announces, further to the announcement of 19 March 2021, a supplementary admission document is being posted to shareholders today.
Pursuant to Apollon’s option to acquire 90% of the stock of Doc’s Place under a Right to Purchase Understanding (“Doc’s Place RPU”), and Apollon’s exclusive right to purchase the assets and assume certain liabilities and obligations of CBev under a Right to Purchase Understanding (“CBev RPU”), an additional risk factor is being brought to Shareholder’s attention.
A copy of the Chairman’s letter, including the additional risk factor, contained in the supplementary admission document, in the event that either the Doc’s Place RPU or CBev RPU is triggered, are set out in full below in this announcement without material amendment or adjustment.
Availability of the Supplementary Admission Document
The Supplementary Admission Document will be made available shortly online at www.afriagglobal.com.
The Directors of the Company accept responsibility for the contents of this announcement.
For additional information please contact:
AfriAg Global PLC
David Lenigas email@example.com
Peterhouse Capital Limited (Corporate Adviser)
Tel: +44 207 220 9795
Guy Miller firstname.lastname@example.org
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)
LETTER FROM THE CHAIRMAN OF AFRIAG GLOBAL PLC
Directors: Registered Office:
David Lenigas 34 North Quay
Hamish Harris Douglas, Isle of Man, IM1 4LB
7 April 2021
PROPOSED OFFER TO ACQUIRE THE ENTIRE ISSUED SHARE CAPITAL OF APOLLON FORMULARIES LTD
APPROVAL OF WAIVER OF OBLIGATIONS UNDER RULE 9 OF THE CITY CODE ON TAKEOVERS AND MERGERS
CHANGE OF NAME TO APOLLON FORMULARIES PLC
PLACING AND SUBSCRIPTION OF 50,000,000 NEW ORDINARY SHARES AT 5 PENCE PER SHARE
NOTICE OF GENERAL MEETING
Since the posting of the Admission Document dated 17 March 2021, I am writing to bring to your attention an additional risk factors pertaining to the option to acquire Doc’s Place International, Inc. and/or CBev Ventures, Inc., with regards to the Proceeds of Crime Act 2002.
Doc’s Place International, Inc.
As stated in the Admission Document, Apollon has an option to acquire 90% of the stock of Doc’s Place under a Right to Purchase Understanding (“Doc’s Place RPU”), a company incorporated and existing in the State of Georgia, USA, by 30 June 2021. Such 90% stock interest is owned by Stephen D. Barnhill, M.D., who serves as Doc’s Place’s sole director and Chief Executive Officer. Stephen D. Barnhill, M.D., is also Chairman and CEO Apollon Formularies, Inc., a U.S. affiliate of AFJ to which he also serves as President and director. Doc’s Place has established and operates a Wellness Centre and Resort which is described as being a component of a Global Centre of Excellence for Medical Cannabis Therapy. In addition to such interest and right to purchase, there exists a financing arrangement whereby Apollon has paid and loaned money to Doc’s Place for the leasing and development of property and facilities for the establishment of the Wellness Centre. AFJ leases space to and obtains services from Doc’s Place in order to be the exclusive medical cannabis retail dispensary and treatment operation located on the premises and to have a destination for patients and their families to have convenient access to accommodations, care and amenities while undergoing treatment in Jamaica. Apollon is also entitled to 95% of the net profits of the business of Doc’s Place. Doc’s Place, which currently has eight treatment rooms, is approved by the SRC and Ministry of Science, Energy and Technology for the treatment of medical cannabis patients.
CBev Ventures, Inc.
As stated in the Admission Document, Apollon has an exclusive right to purchase the assets and assume certain liabilities and obligations of CBev, a company incorporated and registered in the State of Georgia, USA, as pertain its business under a Right to Purchase Understanding (“CBev RPU”) by 30 June 2021. CBev is a beverage company that develops, markets and distributes functional and craft beverages in the legal CBD and medical cannabis industries. Stephen D. Barnhill, Jr. is the sole director and Chief Executive Officer of CBev and per the CBev RPU will become a senior vice president of Apollon responsible for leading its worldwide functional beverage division and enter into an employment agreement. Apollon has also provided CBev with £ 64,571 of funding per such arrangement.
Additional Risk Factor pertaining to Doc’s Place and/or CBeb Ventures, Inc., in the event that either the Doc’s Place RPU or CBev RPU is triggered
Further investments by the Company in the medical cannabis and CBD wellness sector and the exercise of its right to purchase in respect of either Doc’s Place International Inc. and/or CBev Ventures, Inc. may be precluded by the laws in force from time to time in the United Kingdom
The Directors will take all precautions to ensure that:
- the activities of the Company are in compliance with the laws that are in force in England and Wales, Scotland and Northern Ireland from to time to time (“UK Legislation”) and the laws, regulations and guidelines of the jurisdictions in which they choose to operate; and
- the Company does not contravene POCA 2002.
The Directors will also ensure that the activities of any companies invested in by the Company in the future are and remain in compliance with the laws, regulations and guidelines of the jurisdictions in which they operate.
However there can be no guarantee that the Company will be able to successfully complete financial, legal, regulatory and technical due diligence in respect of any target company in which it is contemplating an investment including without limitation the right to purchase which it holds in respect of Doc’s Place International Inc. and/or CBev Ventures, Inc. If the Company fails to obtain:
1. an appropriate and unqualified opinion from suitably experienced and qualified local counsel in the jurisdiction in which any investment targets operate that its activities are in compliance with the local laws, regulations and guidelines; and
2. an appropriate and unqualified opinion from suitably qualified and experienced counsel in England and Wales that the investment targets do not breach UK Legislation, including, without limit, POCA 2002,
then the Company will not be able to complete the investment into such target companies including, without limit, Doc’s Place International Inc. and/or CBev Ventures, Inc. This may have material adverse effects on the business, financial condition, results and/or future operations of the Company.
No other significant change
Save as disclosed in this Supplementary Admission Document, there have been no significant changes affecting any matter contained in the Admission Document and no significant new matter has arisen, the inclusion of information in respect of which would have been required to be included in the Admission Document if it had arisen at the time of its preparation.
The Existing Directors, who have been so advised by Peterhouse, consider that the Proposals and Resolutions set out in the notice of General Meeting are fair and reasonable, and 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. In providing advice to the Directors, Peterhouse has taken into account the Directors’ commercial assessments.
Accordingly, the Existing Directors recommend that the Independent Shareholders vote in favour of the Resolutions to be proposed at the General Meeting, as they intend to do in respect of their own holdings of Ordinary Shares which amount, in aggregate, to 2,040,000 Ordinary Shares representing 6.43 per cent. of the Existing Ordinary Shares.
The following definitions apply throughout this document, unless the context requires otherwise:
Apollon Formularies Jamaica Limited, a private company registered in Jamaica with company number 92237 whose registered office is in Jamaica.
Apollon or AFL
Apollon Formularies Ltd, a private company registered in England and Wales with company number 11489007 and registered address at 7-9 Swallow Street, London, United Kingdom, W1B 4DE.
CBev Ventures, Inc., a company incorporated and registered in the State of Georgia, USA.
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 34 North Quay, Douglas, Isle of Man, IM1 4LB.
Doc’s Place International, Inc., a company incorporated and registered in the State of Georgia, USA that is a party to a certain RPU with Apollon whereby 90% of its shares can be acquired by Apollon.
David Lenigas, Hamish Harris and Donald Strang, who are the directors of the Company as at the date of this Document but will be resigning with effect from Admission.
the Proceeds of Crime Act 2002.
together Stephen D. Barnhill, M.D., Nicholas Barnhill, Nicholas Andrew Ingrassia and Kevin Sheil, who will be the directors of the Company with effect from Admission.
Right to Purchase Understanding.