DECA

Schedule One - Agriterra Limited

RNS Number : 4657L
AIM
12 January 2009
 




ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")


COMPANY NAME:

Agriterra Limited (formerly called White Nile Limited until 6 January 2009)


COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :

Registered office:

Elizabeth House

Les Ruettes Brayes

St Peter Port

Guernsey GY1 4LX


Post acquisition, trading address will be:  


Av 24 Julho 2096

Maputo

Mozambique


COUNTRY OF INCORPORATION:

Guernsey


COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

www.agriterra-ltd.com 


COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING STRATEGY) IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:


Agriterra Limited has agreed terms to acquire, subject to certain conditions precedent, 75 per cent. of the issued share capital of each of Desenvolvimento E Comercialização Agricola Limitada ("DECA"), Compagri Limitada ("Compagri") and Mozbife Limitada ("Mozbife") and for the novation of certain loans to the Company for an aggregate consideration of US$17 million, which will be satisfied by the issue of 200,000,000 Ordinary Shares and the payment of US$2 million in cash (the "Acquisition").


Under the AIM Rules, the Acquisition will constitute a reverse takeover and, as such, is conditional, inter alia, on the approval of Shareholders at an Extraordinary General Meeting to be held on 21 January 2009.


Information on the Acquisition

DECA, Compagri and Mozbife are Mozambique incorporated companies which are each owned 25 per cent. by Goodworth Service Limited, and 75 per cent. by Central African Mining and Exploration Company plc ("CAMEC"), a company which holds approximately 8.5 per cent. of Agriterra's Ordinary Shares and has common directors (Messrs Edmonds and Groves) with the Company.


Investimentos Vesta Limitada ("Vesta") is a wholly-owned subsidiary of DECA.


DECA


DECA, founded in 2005, is based in Chimoio in the Manica Province of Mozambique, with operations primarily encompassing agricultural trading and processing functions. Its headquarters are located on a 20 hectare site and consists of seventeen 1,000 tonne silos, seven warehouses each with capacity for 3,500 tonnes of maize, seven family houses, four single quarters and one guest house, as well as two milling plants, one workshop and a fleet of over 80 vehicles. The Company has a seasonal workforce of 300 people. Chimoio itself has sound infrastructure with an airport, rail terminal and extensive road network.


DECA's operations are run by a team of experienced individuals and comprise the following principal components:

  • Acquisition of grain from local, smallholder farmers;

  • Treatment and processing of grain;

  • Sales of maize meal and bran/harmony chop; and

  • Installation of infrastructure and logistics to facilitate operations.


Compagri


As part of DECA's planned expansion, a new facility, Compagri, is in the course of being established 400km north of Chimoio in the Tete province. It is proposed that Compagri's operations will mirror those of DECA.


The first phase of development is expected to be finished in February 2009 on the 32 hectare site. Once completed this will house four 1,600 tonne silos, two warehouses each with a 3,500 tonne capacity, one mill, and four staff houses. The site has good communication links and its location will provide access to Malawi which is a potential export market.


Mozbife


Alongside the grain business, the management of DECA have identified cattle ranching and feedlot production as a complementary business as there is a large and growing demand for beef in Mozambique.


Mozbife has been incorporated to begin this process and currently owns one farm near Chimoio, where it has established a small breeding herd. 


Vesta

Vesta is the non-trading, wholly-owned subsidiary of DECA which formerly held the lease to the land from which DECA operates.


DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

395,132,688 ordinary shares of 0.1p each


CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLEAND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

Capital to be raised on Admission -£Nil

Anticipated market capitalisation on Admission - £19.8 million (based on issue price of the consideration shares)


PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

62.44%


DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED:

None


FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):


Philippe Henri Edmonds - Chairman

Andrew Stuart Groves - Executive Director

Michael ("Mike") Nigel Pelham - Non-executive Director


FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):



Significant shareholder

% before admission

% after admission

Andrew Stuart Groves

7.69%

3.80%

Philipe Henri Edmonds

7.71%

3.81%

CAMEC

8.56%

54.84%

Lynchwood Nominees Ltd

7.91%

3.91%

BBHISL Nominees Ltd

6.79%

3.35%

State Street Nominees Ltd

6.60%

3.26%

Morstan Nominees Ltd

6.35%

3.13%

Forest Nominees Ltd

6.29%

3.11%






NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

None


  • ANTICIPATED ACCOUNTING REFERENCE DATE 

  • DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)

  • DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

       (i)                  30 June
       (ii)                31 March 2008 (for the acquisition target); n/a for the Company
       (iii)               (a) Interim results to 31 December 2008, by 31 March 2009
                   (b)   Final results to 30 June 2009, by 31 December 2009
                   (c)   Interim results to 31 December 2009, by 31 March 2010

 

EXPECTED ADMISSION DATE:

22 January 2009


NAME AND ADDRESS OF NOMINATED ADVISER:

Seymour Pierce Limited

20 Old Bailey

London EC4M 7EN


NAME AND ADDRESS OF BROKER:

Seymour Pierce Limited

20 Old Bailey

London EC4M 7EN


OTHER THAN IN THE CASE OF A QUOTED APPLICANTDETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

Seymour Pierce Limited

20 Old Bailey

London EC4M 7EN


DATE OF NOTIFICATION:

12 January 2009


NEW/ UPDATE:

NEW




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