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Ananda Developments Plc - Extension of Agreement and Issue of Equity

·5-min read

9 April 2021

ANANDA DEVELOPMENTS PLC
(“Ananda” or the “Company”)

Extension of Agreement and Issue of Equity

Extension of Contingent Consideration Shares Deadline

As part of the Rule 9 Waiver approved by shareholders in Ananda on 10 June 2019, it was agreed that deferred consideration of £900,000 for the acquisition of Tiamat Agriculture Limited (the “Acquisition) would be satisfied by the issue of 100,000,000 ordinary shares of 0.2p each in the Company (“Ordinary Shares”; the “Contingent Consideration Shares”) to each of Charles Morgan (Chairman of the Company) and Melissa Sturgess (Chief Executive Officer of the Company). The issue of the Contingent Consideration Shares was conditional on the successful grant of a > 0.2% THC Home Office Licence to grow cannabis within 18 months of completion of the Acquisition. The Acquisition was completed on 10 June 2019, such that the deadline for the grant of the licence and the issue of the Contingent Consideration Shares was therefore 10 December 2020.

As a result of delays caused by restrictions imposed during the Covid-19 pandemic, and whilst Ananda continued to undertake significant additional work in progressing the licence application, the 10 December 2020 deadline passed.

The Directors of Ananda, other than Charles Morgan and Melissa Sturgess, (the “Independent Directors”) believe that, in light of the extensive delays to the licence application process, which were outside of the control of Charles Morgan and Melissa Sturgess, and financial contributions made by Charles Morgan to allow the application process to continue, it would be appropriate for Charles Morgan and Melissa Sturgess to have the right to receive the Contingent Consideration Shares restored to them. Accordingly, the Independent Directors have agreed to extend the deadline for the grant of the licence to 10 November 2021, reflecting the 11-month period effectively lost to Covid-19.

The Independent Directors, who have been so advised by Peterhouse Capital Limited, the Company’s AQSE Corporate Adviser, believe that this proposal is fair and reasonable and in the best interests of the Company and Shareholders as a whole. In providing advice to the Independent Directors, Peterhouse Capital Limited has taken into account the Independent Directors’ commercial assessments.

Issue of Equity
Ananda has agreed to issue 6,400,000 Ordinary Shares at a price of 1.25p per share in lieu of services from an adviser to the Company. These Ordinary Shares are subject to a six-month lock-in, unless certain specific objectives are achieved.

Application will be made for the Ordinary Shares to be admitted to trading on the Access Segment of the AQSE Growth Market and admission is expected to become effective on 15 April 2021.

Concert Party Interest
Following the issue of Ordinary Shares referred to above, the members of the Concert Party, whose names are set out below, are interested, in aggregate, in 213,784,442 Ordinary Shares, representing 36.20% of the Company’s enlarged issued share capital. The maximum potential interest of the Concert Party in the voting rights of the Company is as set out in the table below:

Concert Party Member

Current holding of Ordinary Shares

Subscription Warrants

Contingent Consideration Shares

Exercise of Options

Maximum
interest in Ordinary Shares
following
exercise of the
Subscription Warrants, the
issue of the Contingent Consideration Shares and
exercise of Options

Maximum percentage
interest in voting rights following
exercise of the Subscription Warrants, the issue of the Contingent Consideration Shares and
exercise of Options


Charles Morgan*


45,541,666


-


100,000,000


-


145,541,666


16.36%


Melissa Sturgess*


69,653,888


-


100,000,000


-


169,653,888


19.06%


Jeremy Sturgess-Smith


1,700,000


-


-


10,451,389


12,151,389


1.37%


Peter Redmond


5,000,000


-


-


-


5,000,000


0.56%


Michael Langoulant


3,000,000


-


-


-


3,000,000


0.34%


URA


88,888,888


88,888,888


-


-


177,777,776


19.98%


TOTAL HOLDING OF
CONCERT PARTY


213,784,442


88,888,888


200,000,000


10,451,389


513,124,719


57.66%


TOTAL SHARES IN ISSUE


590,538,886


679,427,774


879,427,774


889,879,163


889,879,163

*In addition to the Ordinary Shares set out above, Charles Morgan and Melissa Sturgess have been granted options over 9,282,778 and 9,282,778 Ordinary Shares respectively, pursuant to the Company’s Incentive Scheme. Charles Morgan and Melissa Sturgess have undertaken not to exercise these options unless such exercise is permitted by the Code.

Liberty Herbal Technologies
Melissa Sturgess has stepped down from the board of Liberty Herbal Technologies to focus more fully on the Company’s main target of achieving approval to grow >0.2% THC Cannabis for research purposes in the United Kingdom via its 50% owned subsidiary company DJT Plants Ltd.

The Board of Ananda remains fully supportive of Liberty Herbal Technologies' plans and will continue to provide assistance and guidance as and when it is needed.

DJT Plants Ltd
As soon as it is able, the Board will update shareholders regarding DJT Plants Ltd’s application to the Home Office for a licence to cultivate >0.2% THC cannabis in the UK for research purposes.

Total Voting Rights
In accordance with the Financial Conduct Authority's Disclosure and Transparency Rules, Ananda announces that, following the issue of Ordinary Shares referred to above, the Company now has 590,538,886 Ordinary Shares in issue, each share carrying the right to one vote.

This figure of 590,538,886 Ordinary Shares may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FCA's Disclosure and Transparency Rules.

Words and expressions defined in the circular to shareholders in the Company dated 24 May 2019, which is available on the Company’s website at www.anandadevelopments.com, have the same meaning in this announcement.

-Ends-

The Directors of the Company accept responsibility for the contents of this announcement.

ANANDA DEVELOPMENTS PLC
Chief Executive Officer
Melissa Sturgess

Investor Relations
Jeremy Sturgess-Smith

+44 (0)7717 573 235
ir@anandadevelopments.com

PETERHOUSE CAPITAL LIMITED
Corporate Finance
Mark Anwyl
Allie Feuerlein

Corporate Broking
Lucy Williams
Duncan Vasey

+44 (0)20 7469 0930


Market Abuse Regulation (MAR) Disclosure
The information contained within this announcement is deemed by the Company to constitute inside information. Upon the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.