DECA

Subscription of New Shares Raising US$4.32 million

RNS Number : 9678N
Agriterra Ltd
14 August 2017
 

The information communicated within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014. Upon the publication of this announcement, this inside information is now considered to be in the public domain.

 

Agriterra Ltd / Ticker: AGTA / Index: AIM / Sector: Agriculture

14 August 2017

Agriterra Ltd ('Agriterra' or the 'Company')

 

Subscription of New Shares Raising $4.32 million

Proposed Board Changes, Waiver of Rule 9 of the Takeover Code and

Notice of General Meeting

 

 

Agriterra Limited, the AIM listed African agricultural company, is pleased to announce, subject to shareholder approval, a proposed Subscription for new Ordinary Shares in the Company, raising approximately $4.32 million. 

 

Summary of the Proposed Subscription:

 

·      Cash subscription by Magister Investments Limited ("Magister") for 1,062,243,291 new Ordinary Shares

·      Subscription price of 0.3126 pence per Ordinary Share, represents a premium of 60.3 per cent. to the closing share price of the Company as at 11 August 2017

·      Magister will hold 50.01 per cent. of the Enlarged Share Capital immediately following completion of the Subscription

·      Strengthening of the Board with the appointments of Mr. Hamish Rudland, Mr. Gary Smith and Mr. Brendan Scott.  Mr. Groves will also step down from the Board immediately following the General Meeting

 

Caroline Havers, Non-Executive Chair of Agriterra said: "This proposed investment comes at a pivotal time in the development of Mozambique's agricultural markets, and I am confident that this injection of capital will position Agriterra strongly as we look to build and grow our grain and beef businesses.  Following the end of a two-year drought, coupled with an ameliorating political and economic environment which is attracting increasing foreign investment to Mozambique, we believe the agricultural platform which we have established is now ripe for growth.

 

"Importantly, this investment not only provides us with significant capital to execute our development plans, but also brings with it the skills and operational expertise that will strengthen our board and enable Agriterra to deliver its strategy of becoming a leading food producer in sub-Saharan Africa."

 

A circular is being posted to shareholders today, which includes a notice of General Meeting to be held at 11.00 a.m. on 14 September 2017, to explain the background to and reasons for the Waiver and to seek its approval, and to explain why the Independent Directors believe that the Waiver is in the best interests of the Company and its Shareholders as a whole and to recommend that Independent Shareholders vote in favour of the Resolutions to be proposed at the General Meeting.

 

For further information please visit www.agriterra-ltd.com or contact:

 

Daniel Cassiano-Silva

Agriterra Ltd

Tel: +44 (0) 20 7408 9200

David Foreman

Cantor Fitzgerald Europe

Tel: +44 (0) 20 7894 7000

Michael Reynolds

Cantor Fitzgerald Europe

Tel: +44 (0) 20 7894 7000

Susie Geliher

St Brides Partners

Tel: +44 (0) 20 7236 1177

 

The following has been extracted from the circular which will be available from 7:00 a.m. on 15 August 2017 on the Company's website: www.agriterra-ltd.com.  Unless the context otherwise requires, defined terms herein shall have the same meaning as ascribed to them in the Circular.

 

 

1. Introduction

On 14 August 2017, Agriterra announced that it had conditionally raised approximately $4.32 million before expenses by way of a cash subscription by Magister for 1,062,243,291 new Ordinary Shares (assuming no other issuances of Ordinary Shares occur prior to Subscription and Admission) at a price of 0.3126 pence per Ordinary Share, such that Magister will hold 50.01 per cent. of the Enlarged Share Capital immediately following completion of the Subscription.

 

Magister is a private limited company incorporated in the Republic of Mauritius, wholly owned by Mauritius International Trust Company Limited, as trustee of the Casa Trust (a Mauritius registered trust). Mr. Hamish Rudland is the settlor of the Casa Trust and the beneficiaries of the Casa Trust are Mr. Rudland, his wife, Mrs. Bridgette Rudland and their three children (all of whom are under 18 years old). Under presumption 5 of the City Code these family members are presumed to be in concert as they are close relatives. Neither Magister nor its concert parties (as defined in the City Code) currently hold or are beneficially interested in any Ordinary Shares or any other securities in Agriterra.

 

An initial heads of terms was entered into between the Company and Magister on 8 June 2017, under which the parties agreed, subject to contract, that the Subscription would be undertaken at a price of 0.32 pence per Ordinary Share; this pricing represented a significant premium of 52.4 per cent. to the Closing Price of 0.21 pence per Ordinary Share on 7 June 2017. Due to the functional currency of the Group being USD, the parties subsequently agreed in principle, on 15 June 2017, that the Subscription would be undertaken in USD and agreed to fix the exchange rate to USD1.27:£1 thereby setting the Subscription Price and the agreed aggregate subscription commitment; these terms were later reflected in the conditional subscription agreement dated 14 August 2017 between the Company and Magister (further details of which are provided elsewhere in this document). Subsequent exchange rate movements mean the sterling equivalent Subscription Price is 0.3126 pence per Ordinary Share, as at the last business day prior to the date of this Circular.  The Subscription Price represents a premium of 60.3 per cent. to the closing share price of the Company as at 11 August 2017 (being the latest practicable date prior to the publication of this Circular).

 

The Subscription Shares will rank pari passu in all respects with Ordinary Shares in issue prior to completion of the Subscription, including the right to receive all dividends and other distributions declared following Admission.

 

The Subscription, which has been granted the Waiver by the Panel, is conditional, inter alia, upon Admission of the Subscription Shares and passing of the Resolutions at the General Meeting notice of which is set out at the end of this document. Should Shareholder approval not be obtained at the General Meeting, the Subscription will not proceed.

 

The purpose of this document is to:

 

(a)   explain the background to, and reasons for, the Subscription;

(b)   explain why the Directors believe that the Subscription is in the best interests of Shareholders as a whole;

(c)   provide further detail in relation to the Whitewash Resolution and the implications to Shareholders of the Waiver; and

(d)   recommend that, where entitled to do so, Shareholders vote in favour of the Resolutions to be proposed at the General Meeting.

 

2. The Subscription

The Subscription is to be made pursuant to a conditional subscription agreement dated 14 August 2017 between the Company and Magister, whereby Magister agreed to subscribe for the Subscription Shares (at the Subscription Price). As noted above, the Subscription is conditional, inter alia, upon Admission of the Subscription Shares and passing of the Resolutions at the General Meeting.

 

On completion of the Subscription, Magister will be interested in 50.01 per cent. of the Enlarged Share Capital and total voting rights of the Company.

 

The City Code applies to the Company and as such the Shareholders are entitled to the protections afforded by the City Code, as described in Section 4 below.

 

Without a waiver of the obligations under Rule 9 of the City Code, the Subscription would require Magister to make a general offer for any class of equity share capital of the Company whether voting or non-voting and also to the holders of any other class of transferable securities of the Company carrying voting rights. The Panel has agreed to such Waiver (subject to the Whitewash Resolution being approved at the General Meeting (on a poll) by "independent shareholders", such that any Shareholder presumed to be acting in concert with Magister will be disenfranchised from voting. As neither Magister, nor any member of the Concert Party currently hold any Ordinary Shares, all of the Shareholders of the Company will be deemed to be "independent shareholders" for the purposes of the Whitewash Resolution.

 

Further details of the Subscription Agreement are set out in paragraph 7 of Part II of the Circular. There are no further arrangements made by the Company in connection with, or dependent on, the Subscription Agreement.

 

Admission, settlement and dealings

The Subscription Shares will on Admission, rank pari passu in all respects with the Existing Ordinary Shares and will rank in full for all dividends and other distributions declared, made or paid in respect of the Existing Ordinary Shares after Admission. Application will be made to the London Stock Exchange for the Subscription Shares to be admitted to trading on AIM. Subject to certain conditions, it is expected that Admission will become effective and that dealings in respect of such Subscription Shares will commence at 8.00 a.m. on 15 September 2017.

 

3. Use of proceeds

The amount being raised pursuant to the Subscription is expected to be $4.32 million gross and approximately $4.24 million net of all expenses, assuming no other issuances of Ordinary Shares occur prior to Subscription and Admission.

 

The Board and Magister expect that the net proceeds of the Subscription will be used:

 

·      to strengthen the existing operations of the Company's Beef division in Mozambique and take advantage of the anticipated growth in northern Mozambique arising primarily from the development of the natural gas resources, both in terms of camps supporting these projects and the general local area; and

 

·      for general working capital purposes, in particular:

 

for animal and grain inventory purchases; and

to reduce the Group's requirements to draw down additional external banking facilities, thereby limiting exposure to high financing costs currently being experienced in Mozambique (at present ranging between 26.25 per cent. and 28.50 per cent. on the Group's borrowings).

 

4. City Code on Takeovers and Mergers

Under Rule 9 of the City Code, any person who acquires an interest (as such term is defined in the City Code) in shares which, taken together with the shares in which he and persons acting in concert with him are interested, carry 30 per cent. or more of the voting rights in a company which is subject to the City Code, is normally required to make a general offer to all of the remaining shareholders to acquire their shares.

 

Similarly, when any person, together with persons acting in concert with him, is interested in shares which in aggregate carry not less than 30 per cent. of the voting rights but does not hold shares carrying more than 50 per cent. of the voting rights of such a company, a general offer will normally be required if any further interest in shares are acquired by any such person which increases the percentage of shares carrying voting rights. These limits apply to the entire concert party as well as the total beneficial holdings of individual members. Such an offer would have to be made in cash at a price not less than the highest price paid by him, or by any member of the group of persons acting in concert with him, for any interest in shares in the company during the 12 months prior to the announcement of the offer.

 

You should note that if the Subscription completes, Magister will hold 50.01 per cent. of the voting rights of the Company. In these circumstances, Magister would be permitted to make further purchases of Ordinary Shares without incurring an obligation under Rule 9 to make a general offer to all holders of Ordinary Shares. As long as the Concert Party holds more than 50 per cent., individual members of the Concert Party will be allowed to increase their holdings subject to Note 4 of Rule 9.1. As the Concert Party will hold more than 50 per cent. of the voting rights of the Company, members of the Concert Party (for so long as they continue to be treated as acting in concert) may accordingly increase their aggregate interest in shares without incurring any obligation under Rule 9 to make a general offer, although individual members of the Concert Party will not be able to increase their percentage interests in shares through or between a Rule 9 threshold without Panel consent.

 

The Panel has agreed, subject to the Whitewash Resolution being passed by Shareholders on a poll, to waive the requirement under Rule 9 of the City Code for Magister to make a mandatory offer for the entire issued ordinary share capital of the Company as would otherwise be required.

 

The Whitewash Resolution is subject to the approval of Shareholders on a poll where each Shareholder will be entitled to one vote for each Ordinary Share held.

 

The Directors believe that it is in the best interests of the Company that the Whitewash Resolution be passed.

 

5. About Magister

Magister was established as a diversified investment vehicle focused on investments in Central and South Eastern Africa.

 

As described above, Magister is private limited company incorporated in the Republic of Mauritius on 10 September 2014 under the name "Magister Zimbabwe Limited" (its name having been changed to "Magister Investments Limited" on 20 June 2016).

 

Magister is wholly owned by Mauritius International Trust Company Limited, as trustee of the Casa Trust (a Mauritius registered trust). Mr. Hamish Rudland is the settlor of the Casa Trust and the beneficiaries of the Casa Trust are Mr. Rudland, his wife, Mrs. Bridgette Rudland and their three children (all of whom are under 18 years old). Neither Magister nor its concert parties currently hold or are beneficially interested in any Ordinary Shares or any other securities in Agriterra. Under the City Code all of the foregoing are presumed to be acting in concert.

 

Mr. Rudland has extensive experience in owning and managing companies in Zimbabwe, mainly in logistics, agriculture, agro processing, distribution and property sectors. Through this industry exposure Mr. Rudland and Magister became aware of Agriterra's operations in Mozambique. Further details on Mr. Rudland's background are set out at Section 8 below and further details on Magister and Mr. Rudland are set out in paragraph 3 of Part IV of the Circular.

 

6. Intentions of Magister and Mr. Hamish Rudland

Mr. Rudland has confirmed that he is not proposing, following the Subscription, to seek any change in the general nature of the Company's business, and has confirmed that he does not intend to take any action through his interest in the Company via Magister's shareholding or otherwise to alter the management of the Company (save as noted herein), the continued employment of the Group's employees (including any material change in conditions of employment), the location of the Company's places of business and the deployment of the Company's fixed assets.

 

Other than changes to be made in the ordinary course, Mr. Rudland intends to conduct the business of the Company in substantially the same manner as it is currently conducted and there are no plans to introduce any material change to the business of the Company. The priority is to return the Mozambique operations to profitability, principally through increased utilisation of assets and targeting crops and livestock that help deliver this strategy. Once the Group's operations have been stabilised and returned to profit, the Board will consider introducing other meat products for sale and also consider geographic expansion.

 

Mr. Rudland has also confirmed he has no intention to cause the Company to cease to maintain its AIM listing in respect of the Ordinary Shares.

 

In the event that the Subscription and Waiver are approved at the General Meeting, neither Magister nor any member of the Concert Party will be restricted from making an offer for the Company.

 

7. Agriterra's business and prospects

Agriterra is a pan-African agricultural company with operations principally focused on beef and maize trading and processing. The audited annual report and financial statements of the Group for the 10 month period ended 31 March 2017 were published by Agriterra on 17 July 2017. A website link to the audited annual report and financial statements is provided in Part III of the Circular.

 

The period ended 31 March 2017 continued to be a challenging one for the Group as reflected in the results which show a loss after taxation and discontinued operations of $3,774,000 (12 month period ended 31 May 2016: loss $8,455,000), including an impairment charge against current and non-current assets of $nil (12 month period ended 31 May 2016: $3,069,000 arising against the Group's beef assets in Mozambique).

 

As Shareholders are aware from the annual report and financial statements, during the 10 month period ended 31 March 2017 the Board re-focussed efforts on the Group's Grain and Beef operations in Mozambique, following the decision to dispose of the Group's Cocoa operations in Sierra Leone, which was completed in June 2017.

 

The Board and Magister hold the view that there is significant development potential in Mozambique's

agricultural markets, for a number of factors, including the following:

 

·      as a result of the natural growth in demand which will develop as the local population gains spending power, coupled with the expected growth uplift that is expected to arise from the development of the liquefied natural gas ('LNG') industry in the north of the country, which now appears to be imminent through infrastructure and construction initiatives being implemented by a consortium of companies, led by ENI S.p.A (and including Galp Energia, ExxonMobile and others), which in early June 2017 announced a final investment decision to proceed with a $7bn offshore LNG platform off the coast of Cabo Delgado, in north-east Mozambique. This development has already started to generate positive effects both for the country and in terms of demand for Agriterra's products (in particular, the Group's beef).

 

·      since January 2017, the macro-economic and political environment in Mozambique has improved as a result of a number of factors, including a cease-fire agreement between FRELIMO and RENAMO, combined with the relative strengthening (and stability) of the Metical. Furthermore, the prevailing sentiment now is that the donor community and the IMF may soon resume much needed support to the Mozambique government, which is a significant positive change.

 

·      two years of drought have now come to an end, with a return to normal or higher than normal rainfall in central to northern Mozambique, and Sub-Saharan Africa in general. The risk of damage to the maize harvest in Mozambique from armyworm infestation has also been alleviated and the crop is now being harvested with no evidence of any significant effect; the result is a sizeable harvest in many of the key staple agricultural products, including maize, in Mozambique and the wider region, which can only be beneficial to the poorer households who have been facing ever rising prices.

 

 

Although, the financial period ended 31 March 2017 as a whole was significantly and negatively impacted by the difficult trading conditions and whilst without a significant cash injection, the Group will not be in a position to take full advantage of development opportunities (due to working capital constraints), the recent environmental improvements are expected to lead to an improvement in trading conditions going forward.

 

Save as disclosed in the Company's audited consolidated accounts of the Company for the financial period

ended 31 March 2017, issued on 18 July 2017 there has been no material or significant change in the financial or trading position of the Company since 31 March 2017, being the date of the Company's last audited accounts.

 

8. Proposed Board changes

It has been agreed that upon completion of the Subscription the composition of the Board will change.

 

The Proposed New Directors will join the Board, and Andrew Groves will step down as a director. On Admission, the Board will comprise:

 

Name

Appointment

Remarks

Caroline Havers

Non-Executive Chair

Director

Daniel Cassiano-Silva

Finance Director

Director

Brendan Scott

Chief Operating Officer - Mozambique

 

Proposed New Director

Hamish Bryan Wilburn Rudland

Non-Executive Director

Proposed New Director

Gary Ronald Smith

Non-Executive Director

Proposed New Director

 

Brief biographies of the Proposed New Directors are set out below:

 

Hamish Bryan Wilburn Rudland, Non-Executive Director, aged 45

After graduating from Massey University, New Zealand in 1995, Mr Rudland returned to Zimbabwe in 1997 and started a passenger transport business under the brand "Pioneer Coaches". The business grew steadily throughout the late 1990's and early 2000's, by leveraging its balance sheet and borrowing from banks in an inflationary economy. In the early 2000's the business diversified into fuel tanker haulage. Thereafter, with foreign investors pulling out of Zimbabwe due to political and economic risk, Mr Rudland structured acquisitions of foreign-owned asset rich companies which he then listed on the Zimbabwe Stock Exchange (financed with external bank debt, leveraged on balance sheets with USD assets holding their value in a hyper-inflationary economy) including Tandem Scania in 2001, Clan Holdings Limited in 2002 and Unifreight Limited in 2005. The latter two companies have since been merged into Unifreight Africa Limited after "Pioneer Coaches" initially reverse listed into Clan Holdings in 2003.

 

Consolidation of these different entities offered opportunities to exploit synergies and reduce costs during the Zimbabwean hyper-inflation era which ended in 2009. In 2009, the US Dollar became the official trading currency of Zimbabwe, which immediately created huge balance sheet value in the assets held by the companies in which Mr Rudland had interests. As a result, he continued to acquire similar assets in areas where business synergies could be realised to grow market share.

 

The focus of Mr Rudland's businesses are logistics, agriculture, agro-processing, distribution and property. Mr Rudland has substantial investments in Zimbabwe Stock Exchange listed entities which focus on these core competencies but also synergise where advantages can be made. Mr. Rudland is a resident and citizen of Zimbabwe.

 

Mr. Rudland is a current or past director of the following companies:

 

Present

Past five years

 

A Million Up Investments 86 (Pty) Limited

 

Unifreight Africa Limited

CFI Holdings Limited

 


Dry Fly Trading (Private) Limited t/a JCBLink

 


Holdsworth Holdings (Private) Limited

 


Pioneer Development Company (Private) Limited

 


Ramsway (Private) Limited


Scanlink (Private) Limited

 


Transport & Equipment Finance Company (Private) Limited

 


TSL Limited

 


Tredcor Zimbabwe (Private) Limited t/a Trentyre


Umfurudzi Park (Private) Limited


Unifreight Limited

 


United Transport Zimbabwe Freight Limited


Zimre Holdings Limited

 


 

Gary Ronald Smith, Non-Executive Director, aged 49

Mr. Smith is an experienced finance professional and is currently a non-executive director of several companies, including Unifreight Africa Limited, a Zimbabwe based transport and logistics group which he was Finance Director and Chief Executive Officer of between 2013 and 2015. Mr. Smith worked in the UK for several years where he was employed at Deutsche Bank, University of Surrey and Foxhills Club & Resort.

 

Upon returning to Africa he worked for a large transport and logistics company in Mozambique for four years before returning home to Zimbabwe and the above positions. Mr. Smith is a Chartered Accountant and a resident and citizen of Zimbabwe.

 

Mr. Smith is a current or past director of the following companies:

 

Present

Past five years

 

Unifreight Africa Limited

 

None

Scanlink (Private) Limited

 


Tredcor Zimbabwe (Private) Limited t/a Trentyre

 


Unifreight Limited

 


 

Brendan Scott, Chief Operating Officer - Mozambique, aged 42

Having studied agriculture in the UK, Mr. Scott returned to Zimbabwe to practice commercial farming. In 2000 he returned to the UK and worked in the irrigation sector for two years before moving across to the Special Works Division of ISG Plc. In 2009, Mr. Scott founded ESP International Limited which focused on Fuel Logistics, Quarrying Aggregates and manufacturing Concrete Products, Construction Services, Heavy Earth Moving Equipment and Plant Hire in the East and Southern African regions. He joined Agriterra in 2015 as the Chief Operating Officer for Mozambique.

 

Mr. Scott is a current or past director of the following companies:

 

Present

Past five years

 

ESP International Limited

 

None

 

As at the date of the Circular, none of the Proposed New Directors have a beneficial interest in the issued share capital of the Company. Mr Smith is a director of Unifreight and is therefore well known to Mr Rudland, who also sits on the same board. Mr Scott is employed by the Company as the Chief Operation Officer - Mozambique and is therefore ideally placed to provide operational insight to the Board.

 

There are no other matters under paragraph (g) of Schedule 2 of the AIM rules to be disclosed in connection with the Proposed New Directors.

 

For completeness, brief biographies of the Continuing Directors are set out below:

 

Caroline Havers, Non-Executive Chair, aged 58

Ms. Havers is a highly experienced litigation/dispute resolution lawyer having spent 30 years in international law firms working with clients operating in a variety of African jurisdictions and industry sectors. During her legal career, Ms. Havers has been both a partner and managing director of different law firms. She currently serves as compliance officer of the London office of a US law firm, provides ad hoc compliance and legal services to various clients and is a qualified CEDR Mediator (over 15 years' experience).

 

Daniel Cassiano-Silva, Finance Director, aged 39

Mr Cassiano-Silva has over 16 years of financial experience and a wealth of operational expertise gained in Mozambique, South Africa, Sierra Leone and the Democratic Republic of Congo with AIM quoted Paragon Resources PLC from 2009 until 2013 (where he held senior positions as Group Controller and Compliance Officer and Chief Financial Officer) and later Agriterra from 2013 to date (where he holds the position of Finance Director). During this time he played a pivotal role in implementing the business plans for these companies within the administrative and finance functions as well as operational matters. Prior to joining Paragon, Mr Cassiano-Silva worked with Deloitte LLP as a Senior Audit Manager until 2009 and is a Chartered Accountant.

 

9. Independent advice

The City Code requires the Board to obtain competent independent advice regarding the merits of the transaction which is the subject of the Whitewash Resolution, the controlling position which it will create, and the effect which it will have on the Shareholders generally.

 

Cantor Fitzgerald Europe, as the Company's nominated adviser and broker, has provided formal advice to the Board regarding the Subscription and in providing such advice, Cantor Fitzgerald Europe has taken into account the Directors commercial assessments.

 

Cantor Fitzgerald Europe confirms that it is independent of Magister and has no commercial relationship with Magister.

 

10. General Meeting

The Directors currently do not have existing authorities to allot shares. Accordingly, in order for the Company to allot and issue the Subscription Shares, the Company needs to first obtain approval from its Shareholders to grant to the Board the authority to allot the Subscription Shares.

 

In addition to the Whitewash Resolution described at paragraphs 2 and 4 above, the Company is therefore also seeking Shareholder authority to grant the Directors with authority to allot the Subscription Shares.

 

Set out at the end of the Circular is a notice convening the General Meeting of the Company to be held at 11:00 a.m. on 14 September 2017 at The Winchester Suite, The Washington Mayfair Hotel, 5 Curzon Street, London W1J 5HE, at which the Resolutions will be proposed. Please note that the summary and explanation set out below is not the full text of the Resolutions and Shareholders should read the full text of the Resolutions as set out in the Notice of General Meeting before returning their Forms of Proxy.

 

The Resolutions are all inter-conditional such that if any Resolution is not passed by Shareholders at the General Meeting, the Waiver will not be effective and Subscription will not proceed. The Resolutions can be summarised as follows:

 

·      Resolution 1 - an ordinary resolution (to be taken on a poll of the shareholders voting in person and by proxy) to seek the approval of the shareholders to waive the obligation on Magister to make a general offer to the remaining shareholders to acquire their shares which would otherwise arise under Rule 9 as a result of the Subscription; and

 

·      Resolution 2 - an ordinary resolution to seek the approval of Shareholders to authorise the Directors to allot the Subscription Shares.

 

11. Action to be taken

A Form of Proxy is enclosed for use by Shareholders at the General Meeting. Whether or not Shareholders intend to be present at the General Meeting, Shareholders are asked to complete, sign and return the Form of Proxy to the Company's transfer agent, Neville Registrars Limited, Neville House, 18 Laurel Lane, Halesowen, B63 3DA, as soon as possible and, in any event, not later than 11:00 a.m. on 12 September 2017. The completion and return of a Form of Proxy will not preclude you from attending the General Meeting and voting in person if you so wish. If a Shareholder has appointed a proxy, and attends the General Meeting in person, his proxy appointment will automatically be terminated and his vote in person will stand in its place.

 

If you hold shares in CREST, you may appoint a proxy in accordance with the procedures set out in the notice convening the General Meeting set out at the end of the Circular.

 

Please note that Neville Registrars Limited cannot provide any financial, legal or tax advice on the merits of the Subscription.

 

12. Further information

Your attention is drawn to Part II of the Circular which contains further information relating to Magister and Agriterra.

 

13. Recommendation to shareholders

The Directors, who have been so advised by Cantor Fitzgerald Europe, consider that the Waiver and the issue of Subscription Shares are fair and reasonable and are in the best interests of the Company and Shareholders as a whole.

 

Accordingly, the Board unanimously recommends Shareholders to vote in favour of the Resolutions to be proposed as they intend to do in respect of their own beneficial holdings which equates to 1.42 per cent. of the Issued Share Capital of the Company.

 

Yours faithfully

 

Caroline Havers

Chair

 

** ENDS **

 


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