Form 8 (OPD) Anglo African Agriculture plc

FORM 8 (OPD)

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the “Code”)

1.         KEY INFORMATION

(a) Full name of discloser:	Anglo African Agriculture plc
(b) Owner or controller of interests and short positions disclosed, if different from 1(a):      The naming of nominee or vehicle companies is insufficient.  For a trust, the trustee(s), settlor and beneficiaries must be named.	N/A
(c) Name of offeror/offeree in relation to whose relevant securities this form relates:      Use a separate form for each offeror/offeree	Anglo African Agriculture plc
(d) Is the discloser the offeror or the offeree?	OFFEREE
(e) Date position held:     The latest practicable date prior to the disclosure	3 August 2016
(f)  In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?     If it is a cash offer or possible cash offer, state “N/A”	NO

2.         POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

(a)        Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates

Class of relevant security:
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	Nil		Nil
(2) Cash-settled derivatives:	Nil		Nil
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	Nil		Nil
TOTAL:	Nil		Nil

All interests and all short positions should be disclosed.

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

(b)        Rights to subscribe for new securities

Class of relevant security in relation to which subscription right exists:	N/A
Details, including nature of the rights concerned and relevant percentages:	N/A

3.         POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE

Details of any interests, short positions and rights to subscribe (including directors’ and other employee options) of any person acting in concert with the party to the offer making the disclosure:

a) Beneficial holdings of directors of Anglo African Agriculture plc in its ordinary shares: Name Position Number of Shares Percentage holding Andrew Monk Non-Executive Director 2,000,000 1.8% George Roach Non-Executive Director 4,000,000 3.6% Neil Herbert Non-Executive Director 11,000,000 10.0% Notes: (i) George Roach is interested in ordinary shares in the Company through Corestar Holdings Limited which owns 8,596,338 ordinary shares and Coc’Roach Limited which owns 5,000,000 ordinary shares, representing 7.8% and 4.5% respectively of the Company’s issued ordinary share capital. (ii) Andrew Monk, Non-Executive Director, is also interested in 29.95% of the issued share capital of VSA Capital Limited who, in turn, own 10,126,761 ordinary shares in the Company representing 9.2% of the issued ordinary share capital. b) Options and awards held by directors and/or persons acting in concert with Anglo African Agriculture plc: Name Number of Options Exercise Price (pence) Option Period Andrew Monk (1) 1,839,046 1.0 5 September 2022 Andrew Monk (2) 2,000,000 0.55 5 September 2022 George Roach (1) 1,839,046 1.0 5 September 2022 George Roach (2) 2,000,000 0.55 5 September 2022 Neil Herbert (1) 1,839,046 1.0 5 September 2022 Neil Herbert (2) 2,000,000 0.55 5 September 2022 Andrew Raca 1,839,046 1.0 5 September 2022 Mark Neilson (1) 1,000,000 0.55 5 September 2022 Mark Neilson (2) 1,000,000 1.0 5 September 2022 Mark Neilson (3) 1,000,000 1.5 5 September 2022 Rob Scott 1,000,000 1 5 September 2022 Notes: (i) Andrew Raca and Rob Scott are directors of Dynamic Intertrade, a wholly owned subsidiary of Anglo African Agriculture. (ii) Mark Neilson is the Chief Executive Officer of Dynamic Intertrade, a wholly owned subsidiary of Anglo African Agriculture.

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

4.         OTHER INFORMATION

(a)        Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it: Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state “none”

None

(b)        Agreements, arrangements or understandings relating to options or derivatives

Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to: (i)  the voting rights of any relevant securities under any option; or (ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced: If there are no such agreements, arrangements or understandings, state “none”

None

(c)        Attachments

Are any Supplemental Forms attached?

Supplemental Form 8 (Open Positions)	NO
Supplemental Form 8 (SBL)	NO

Date of disclosure:	4 August 2016
Contact name:	Joe Berger, Finance Director, VSA Capital
Telephone number:	[phone]

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service and must also be emailed to the Takeover Panel at [e-mail].  The Panel’s Market Surveillance Unit is available for consultation in relation to the Code’s disclosure requirements on [phone].

The Code can be viewed on the Panel’s website at www.thetakeoverpanel.org.uk.