21 December 2021
Agronomics Limited
("Agronomics" or the "Group" or the "Company")
Results of Open Offer and Additional Subscriptions
PDMR Dealing and Total Voting Rights
On 2 December 2021, Agronomics Limited ("Agronomics"), a leading listed investor in cellular agriculture, announced the launch of an Open Offer pursuant to which Qualifying Shareholders were able to subscribe for 1 Open Offer Unit in the Company at a price of 23 pence each (the "Issue Price") for every 28 Ordinary Shares held at the Record Date ("Open Offer"). Each Open Offer Unit consists of one ordinary share and one November 2021 Warrant.
The Open Offer has now closed for acceptances and the Company advises that valid applications, including pursuant to the Excess Application Facility, were received in respect of a total of 14,085,651 Open Offer Units. Accordingly, the Company has raised gross proceeds of approximately £3.2 million pursuant to the Open Offer.
Subscription Update
As noted in the announcement of 1 December 2021, the Subscription remained open until 20 December 2021. Since that date, the Company has received subscriptions for a further net 3,630,368 Subscription Units raising an extra £0.83 million, in addition to the 18,397,369 Subscription Units subscribed at the time of the Placing. Also noted at the time of the Placing, Directors intended to subscribe for 10,000,000 Subscription Units raising £2.3 million subject to no longer being in a close period under MAR. Following the release of the Company's results for the year ended 30 June 2021, the Directors completed the subscription in accordance with the amounts set out below. The Company, therefore, will issue 32,027,737 new Ordinary Shares to investors in the Subscription, raising approximately £7.4 million.
In aggregate, 138,368,193 new Ordinary Shares and 138,368,193 November 2021 Warrants have been issued in connection with the Placing, Subscription and Open Offer, raising a total of £31.8 million.
Application has been made for the new Ordinary Shares to be issued pursuant to the Open Offer and the Subscription (together the "New Ordinary Shares") to be admitted to trading on AIM. Admission of the New Ordinary Shares is expected to take place on 22 December 2021. The New Ordinary Shares will rank pari passu with the existing Ordinary Shares. The November 2021 Warrants will be delivered by the registrar directly to subscribers of Open Offer Units and Subscription Units in accordance with instructions received.
PDMR Dealing
The Company confirms that three directors of Agronomics subscribed for a total of 10 million new Ordinary Shares and November 2021 Warrants at the issue price under the Subscription as follows:
|
| Subscription Total | No of Subscription Units subscribed | No. of Ordinary Shares to be held on Admission |
| Jim Mellon* (Galloway Limited) | £2,000,000 | 8,695,652 | 122,121,894 |
| Richard Reed** | £200,000 | 869,565 | 6,354,412 |
| David Giampaolo | £100,000 | 434,783 | 2,434,783 |
*Jim Mellon is currently interested in a total of 113,426,242 Ordinary Shares. 112,152,282 are held by Galloway Limited, which is indirectly wholly owned by Jim Mellon and 1,273,960 Ordinary Shares are held directly, representing in aggregate 14.2% of the current issue share capital. Denham Eke is a director of Galloway Limited.
** Richard Reed is currently interested in 5,484,847 Ordinary Shares held by Reepa Limited. Reepa Limited is wholly owned by Richard Reed, representing in aggregate 0.7% of the current issue share capital.
Total Voting Rights
Following the issue of the New Ordinary Shares, Agronomics' total issued share capital will comprise 938,017,323 Ordinary Shares, each with voting rights. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, securities of the Company under the Financial Conduct Authority's Disclosure and Transparency Rules.
Terms and definitions used in this announcement have the meaning ascribed to them in the Placing announcement dated 1 December 2021, unless the context requires otherwise.
This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No. 596/2014, as it forms part of UK Domestic Law by virtue of the European Union (Withdrawal) Act 2018. Upon the publication of this announcement, this inside information is now considered to be in the public domain.
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Agronomics is a leading listed alternative proteins company with a focus on cellular agriculture and cultivated meat. The Company has established a portfolio of 18 companies at the Pre-Seed to Series C stage in this rapidly advancing sector. It seeks to secure minority stakes in companies owning technologies with defensible intellectual property that offer new ways of producing food and materials with a focus on products historically derived from animals. These technologies are driving a major disruption in agriculture, offering solutions to improve sustainability, as well as addressing human health, animal welfare and environmental damage. This disruption will decouple supply chains from the environment and animals, as well as being fundamental to feeding the world's expanding population. A full list of Agronomics' portfolio companies is available at https://agronomics.im/.
About Cellular Agriculture
Cellular Agriculture is the production of agriculture products directly from cells, as opposed to raising an animal for slaughter, or growing crops. This encompasses cell culture to produce cultivated meat and materials, and fermentation processes that harness a combination of molecular biology, synthetic biology, tissue engineering and biotechnology to massively simplify production methods in a sustainable manner.
Over the coming decades, the source of the world's food supply traditionally derived from conventional agriculture is going to change dramatically. We have already witnessed the first wave of this shift with the consumer adoption of plant-based alternative proteins but today, we are on the cusp of an even bigger wave of change. This is being facilitated by advances in cellular agriculture. This change is necessary, given scientists claims that if we maintain existing animal protein consumption patterns, then we will not meet the Paris Agreement's goal of limiting warming to 1.5℃
AT Kearney, a global consultancy firm, projects that cultivated meat's market share will reach 35% by 2040. This combined with the Good Food Institute's estimate that a US $1.8 trillion investment will be required in order to produce just 10% of the world's protein using this technology, means that we are on the cusp of a multi-decade flow of capital to build out manufacturing facilities. Funding in the field of cellular agriculture is accelerating, however still less than US$ 1 billion has been invested worldwide since the industry's inception in 2016.
For further information please contact:
| Agronomics Limited | Beaumont Cornish Limited | Cenkos Securities Plc | Peterhouse Capital Limited | TB Cardew |
| The Company | Nomad | Joint Broker | Joint Broker | Public Relations |
| Richard Reed Denham Eke | Roland Cornish James Biddle | Giles Balleny Michael Johnson | Lucy Williams Charles Goodfellow | Ed Orlebar Joe McGregor |
| +44 (0) 1624 639396 info@agronomics.im | +44 (0) 207 628 3396 | +44 (0) 207 397 8900 | +44 (0) 207 469 0936 | +44 (0) 20 7930 0777 +44 (0) 7738 724 630 agronomics@tbcardew.com |
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |||||
| a) | Name | Richard Reed | ||||
| 2 | Reason for notification | |||||
| a) | Position / status | Non-Executive Chairman | ||||
| b) | Initial notification/Amendment | Initial | ||||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name | Agronomics Limited | ||||
| b) | LEI | 21380029M8IEQ3TL31 | ||||
| 4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||
| a) | Description of the financial instrument, type of instrument Identification code | Ordinary Shares of 0.0001p each ISIN IM00B6QH1J21 Warrant over ordinary shares ISIN IM00BP68CG25. | ||||
|
| Nature of the transaction | Issued pursuant to participation in subscription
| ||||
| c) | Price(s) and volumes(s) |
| ||||
| d) | Aggregated information | n/a | ||||
| e) | Date of the transaction | 21 December 2021 | ||||
| f) | Place of the transaction | LSE, AIM, XLON | ||||
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |||||
| a) | Name | Jim Mellon | ||||
| 2 | Reason for notification | |||||
| a) | Position / status | Executive Director | ||||
| b) | Initial notification/Amendment | Initial | ||||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name | Agronomics Limited | ||||
| b) | LEI | 21380029M8IEQ3TL31 | ||||
| 4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||
| a) | Description of the financial instrument, type of instrument Identification code | Ordinary Shares of 0.0001p each ISIN IM00B6QH1J21 Warrant over ordinary shares ISIN IM00BP68CG25. | ||||
|
| Nature of the transaction | Issued pursuant to participation in subscription
| ||||
| c) | Price(s) and volumes(s) |
| ||||
| d) | Aggregated information | n/a | ||||
| e) | Date of the transaction | 21 December 2021 | ||||
| f) | Place of the transaction | LSE, AIM, XLON | ||||
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |||||
| a) | Name | David Giampaolo | ||||
| 2 | Reason for notification | |||||
| a) | Position / status | Non-Executive Director | ||||
| b) | Initial notification/Amendment | Initial | ||||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name | Agronomics Limited | ||||
| b) | LEI | 21380029M8IEQ3TL31 | ||||
| 4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||
| a) | Description of the financial instrument, type of instrument Identification code | Ordinary Shares of 0.0001p each ISIN IM00B6QH1J21 Warrant over ordinary shares ISIN IM00BP68CG25. | ||||
|
| Nature of the transaction | Issued pursuant to participation in subscription
| ||||
| c) | Price(s) and volumes(s) |
| ||||
| d) | Aggregated information | n/a | ||||
| e) | Date of the transaction | 21 December 2021 | ||||
| f) | Place of the transaction | LSE, AIM, XLON | ||||
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