19 December 2022
ANANDA
DEVELOPMENTS PLC
(“Ananda” or the “Company”)
Result of
General Meeting, Approval of Rule 9 Waiver, Completion of
Acquisition and Board Changes
Result of General Meeting
Ananda is pleased to announce that at the General Meeting of the
Company held today, the resolutions were duly passed to (i) approve
the waiver by the Panel on Takeovers and Mergers of the obligations
which would otherwise arise on the Concert Party (as defined in the
circular to shareholders in the Company dated 24 November 2022 (the “Circular”)) to make a
general offer under Rule 9 of the Takeover Code; and (ii) approve
the Acquisition of the remaining 50 per cent of DJT Group which the
Company does not already own.
Issue of Warrants and CLNs
Following the passing of the Waiver Resolution, the 2022
Warrants and 2022 CLNs are today being issued to Charles Morgan, Chairman of the Company, to
settle the outstanding unsecured loan from Mr Morgan to Ananda.
Completion of Acquisition
In addition, the Consideration Shares will be allotted to Anglia
Salads as consideration for the Acquisition. Following that
allotment Anglia Salads will be interested in 350,000,000 Ordinary
Shares, representing 29.99 per cent of the Company’s enlarged
issued share capital.
On Completion, DJT Plants, which holds a licence to grow
>0.2% THC Cannabis for research purposes, will be a wholly owned
subsidiary of Ananda.
Board Changes
Stuart Piccaver, the Chief Executive Officer of JEPCO and a
director of Anglia Salads, has today been appointed as an executive
Director of Ananda. With a background and interest in marketing and
innovation, Mr Piccaver has considerable horticultural experience
and direct experience of Cannabis cultivation.
Dr Inbar Pomeranchik, who was
previously an executive Director, has become a Non-executive
Director of the Company, also with effect from today.
Melissa Sturgess, Chief Executive
Officer of Ananda, said:
“We are extremely excited to be moving into this next chapter
for the team at both Ananda and DJT. Whilst we have been operating
as a combined business since the announcement of the acquisition,
it is great to get the formalities completed. Everything we
do at DJT is now 100% for the economic benefit of Ananda
shareholders. This new structure also gives us a moment to
pause and remember our simple mission: to deliver UK cultivated and
manufactured medical cannabis to UK patients. We’ve
been working closely with Stuart and his team for a few years now
and so his joining the Board of Ananda is a natural next step for
us all. His extensive expertise in sophisticated horticulture
is crucial to our success”.
Concert Party Interests
The table below illustrates the maximum potential interest of
the Concert Party in the voting rights of the Company, following
Completion and the issue of the 2022 Warrants and the 2022
CLNs:
Concert Party
Member |
Current Holding of Ordinary Shares |
JSS
Option |
Exercise of 2022 Warrants |
Conversion of 2022 CLNs |
Maximum interest in Ordinary Shares following exercise of the
JSS Option and the 2022 Warrants and conversion of the 2022
CLNs |
Maximum percentage interest in voting rights following exercise
of the JSS Option and the 2022 Warrants and conversion of the 2022
CLNs |
Charles Morgan |
156,601,896 |
- |
574,084,000 |
1,120,896,000 |
1,851,581,896 |
64.38% |
Melissa Sturgess |
185,794,452 |
- |
- |
- |
185,794,452 |
6.46% |
Jeremy
Sturgess-Smith |
1,700,000 |
10,451,389 |
- |
- |
12,151,389 |
0.42% |
Peter
Redmond |
8,686,743 |
- |
- |
- |
8,686,743 |
0.30% |
Michael
Langoulant |
5,949,394 |
- |
- |
- |
5,949,394 |
0.21% |
Total Concert
Party |
358,732,485 |
369,183,874 |
943,267,874 |
2,064,163,874 |
2,064,163,874 |
71.77% |
|
|
|
|
|
|
|
Ordinary Shares in
issue |
1,170,554,572 |
1,181,005,961 |
1,755,089,961 |
2,875,985,961 |
|
|
|
|
|
|
|
|
|
Charles Morgan and
Melissa Sturgess |
|
|
|
|
2,037,376,348 |
70.84% |
|
|
|
|
|
|
|
For so long as the Concert Party holds more than 50 per cent of
the Company’s voting share capital and its members continue to be
acting in concert, they may increase their aggregate interests in
Ordinary Shares (including through the exercise of the
Morgan/Sturgess Options and conversion of the Morgan/Sturgess CLNs)
without incurring any obligation under Rule 9 to make a general
offer for the remaining shares, although individual members of the
Concert Party will not be able to increase their percentage
interest in Ordinary Shares through, or between, a Rule 9 threshold
without the consent of the Panel.
If the Morgan/Sturgess Options are exercised and the
Morgan/Sturgess CLNs are converted, the Concert Party would be
interested in Ordinary Shares representing approximately 72.19 per
cent of the voting rights of the Company.
For so long as Charles Morgan
holds more than 50 per cent of the Company’s voting share capital,
he may, whether or not the Concert Party still exists, increase his
interest in the Ordinary Shares in the Company (including through
the exercise of his share of the Morgan/Sturgess Options and
conversion of his share of the Morgan/Sturgess CLNs) without
incurring any obligation under Rule 9 to make a general offer for
the remaining shares.
Issued Share Capital
Application has been made for the Consideration Shares to be
admitted to trading on the AQSE Growth Market and admission is
expected to become effective on Tuesday, 20
December 2022.
Following the issue of the Consideration Shares, the
Company’s issued share capital will comprise 1,170,554,572 Ordinary
Shares. The figure of 1,170,554,572 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 to their interest in, the share capital of
the Company under the Financial Conduct Authority’s Disclosure and
Transparency Rules.
Words and expressions defined in the Circular have the same
meaning in this announcement. A copy of the full text of the
Circular is available at
www.anandadevelopments.com.
-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)7463 686
497
ir@anandadevelopments.com |
PETERHOUSE CAPITAL
LIMTED
Corporate Finance
Mark Anwyl
Corporate Broking
Lucy Williams
Duncan Vasey |
+44 (0)20 7469
0930 |
Save as set out below, there is no further information regarding
Stuart Piccaver that is required to be disclosed pursuant to Rule
4.9 of the AQSE Growth Market Access Rulebook.
Current Directorships |
|
Anglia Salads Limited |
JEPCO Limited |
Aristaeus Elements Ltd |
JEPCO (Marketing) Limited |
Concordia (UK) Limited |
JEPCO Soiless Systems Ltd |
DJT Group Ltd |
JEPCO Solutions Limited |
DJT Plants Limited |
J E Piccaver & Co, (Gedney
Marsh) |
Frank Richardson & Son
Limited |
Piccaver Farms Limited |
JEPCO (Glebe) Limited |
Thetford Farm Estate Limited |
JEPCO Holdings Limited |
|
|
|
Past Directorship |
|
Agrial Fresh Farms Ltd |
|
About Ananda Developments
Ananda is an AQSE-listed medical cannabis company creating
UK-based operations to grow and provide carbon zero, consistent,
medical cannabis for the UK and international markets.
For more information, please visit:
https://anandadevelopments.com
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.