Directors’ Subscription and Conversion
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN DEKEL AGRI-VISION PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH, ANY INVESTMENT DECISION IN RESPECT OF DEKEL AGRI-VISION PLC OR ANY OTHER ENTITY.
THE CONTENT OF THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY AN AUTHORISED PERSON WITHIN THE MEANING OF THE FINANCIAL SERVICES AND MARKETS ACT 2000. RELIANCE ON THIS ANNOUNCEMENT FOR THE PURPOSE OF ENGAGING IN ANY INVESTMENT ACTIVITY MAY EXPOSE AN INDIVIDUAL TO A SIGNIFICANT RISK OF LOSING ALL OF THE PROPERTY OR OTHER ASSETS INVESTED.
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO CONSTITUTE INSIDE INFORMATION STIPULATED UNDER THE MARKET ABUSE REGULATION (EU) NO. 596/2014 AS IT FORMS PART OF THE DOMESTIC LAW OF THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED) ("MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA THE REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
30 June 2025
Dekel Agri-Vision Plc
('Dekel' or the 'Company')
Directors' Subscription and Conversion
Dekel Agri-Vision Plc (AIM: DKL), the West African agriculture company focused on building a portfolio of sustainable and diversified projects, announces further to the publication of the Company's annual results for the period ended 31 December 2024, and consequently the end of the Company's close period under MAR, the Subscribing Directors have all conditionally subscribed for Subscription Shares at the Issue Price under the Subscription and Youval Rasin has conditionally subscribed for Conversion Shares in relation to the Conversion, as set out in the table below and in the announcement at 4.41 p.m. on 26 June 2025 (the "Announcement").
Additionally, an employee of Dekel has conditionally subscribed for 9,090,909 Subscription Shares at the Issue Price under the Subscription raising a further £50,000.
|
Name |
Role |
Original holding prior to the Fundraise & the Conversion |
New Shares Subscribed1 |
New Shares subscribed for in the Conversion1 |
Total Holding if the Fundraise & the Conversion progress2 |
% holding of the Enlarged Issued Capital if the Fundraise & Conversion progress2 |
|
Youval Rasin |
CEO |
68,406,705 |
- |
187,931,098 |
256,337,803 |
20.7 |
|
Aristide C. Achy Brou |
NED |
23,824,324 |
54,545,454 |
- |
78,369,778 |
6.3 |
|
Yehoshua Shai Kol |
CFO |
28,221,861 |
40,000,000 |
- |
68,221,861 |
5.5 |
|
Lincoln Moore |
Executive Director |
7,209,791 |
18,181,818 |
- |
25,391,609 |
2.1 |
1These shares will be allotted following approval of share capital authorities in a general meeting, which is yet to be convened.
2Assuming the Retail Offer is taken up in full.
As Yehoshua Shai Kol, Lincoln Moore and Aristide Achy Brou are Directors of the Company, the allotment and issue of the Subscription Shares constitutes a related party transaction for the purpose of the AIM Rules. The independent Director of the Company, being Andrew Tillery, consider having consulted with Zeus, the Company's nominated adviser, that the terms of the participation in the Directors' Subscription by Yehoshua Shai Kol, Lincoln Moore and Aristide Achy Brou are fair and reasonable in so far as Shareholders are concerned.
As Youval Rasin is a Director of the Company, the allotment and issue of the Conversion Shares constitutes a related party transaction for the purpose of the AIM Rules. The independent Director of the Company, being Andrew Tillery, consider having consulted with Zeus, the Company's nominated adviser, that the terms of the participation in the Conversion by Youval Rasin is fair and reasonable in so far as Shareholders are concerned.
General Meeting
The Directors' Subscriptions and the Conversion is conditional upon, inter alia, the approval by the Shareholders of the Resolution to be proposed at the General Meeting to be held at the offices of Hill Dickinson LLP at The Broadgate Tower, 20 Primrose Street, London, EC2A 2EW at 10.00 a.m. on 22 July 2025. A circular, containing further details of the Fundraising, Conversion, Notice of General Meeting and proxy form (together the "Circular") has been despatched to Shareholders and is available on the Company's website at https://dekelagrivision.com/.
Capitalised terms used but not defined in this announcement have the meanings given to them in the Company's announcement released at 4.41 p.m. on 26 June 2025 in respect of the Proposed Fundraising, Conversion of Debt and Debt Restructure unless the context provides otherwise.
For further information, please visit the Company's website www.dekelagrivision.com or contact:
|
Dekel Agri-Vision Plc Youval Rasin Shai Kol Lincoln Moore
|
+44 (0) 207 236 1177 |
|
Zeus (Nomad and Joint Broker) James Joyce / Darshan Patel / John Moran Fraser Marshall / Simon Johnson (Broking)
|
+44 (0) 203 829 5000 |
Certain statements in this Announcement are forward-looking statements with respect to the Company's expectations, intentions and projections regarding its future performance, strategic initiatives, anticipated events or trends and other matters that are not historical facts and which are, by their nature, inherently predictive, speculative and involve risks and uncertainty because they relate to events and depend on circumstances that may or may not occur in the future. All statements that address expectations or projections about the future, including statements about operating performance, strategic initiatives, objectives, market position, industry trends, general economic conditions, expected expenditures, expected cost savings and financial results, are forward-looking statements. Any statements contained in this Announcement that are not statements of historical fact are, or may be deemed to be, forward‐looking statements. These forward-looking statements, which may use words such as "aim", "anticipate", "believe", "could", "intend", "estimate", "expect", "may", "plan", "project" or words or terms of similar meaning or the negative thereof, are not guarantees of future performance and are subject to known and unknown risks and uncertainties. There are a number of factors including, but not limited to, commercial, operational, economic and financial factors, that could cause actual results, financial condition, performance or achievements to differ materially from those expressed or implied by any of these forward‐looking statements. Many of these risks and uncertainties relate to factors that are beyond the Company's ability to control or estimate precisely, such as changes in taxation or fiscal policy, future market conditions, currency fluctuations, the behaviour of other market participants, the actions of governments or governmental regulators, or other risk factors, such as changes in the political, social and regulatory framework in which the Company operates or in economic or technological trends or conditions, including inflation, recession and consumer confidence, on a global, regional or national basis. Given those risks and uncertainties, readers are cautioned not to place specific reliance on forward-looking statements. Forward-looking statements speak only as of the date of this Announcement. Each of the Company and Zeus expressly disclaims any obligation or undertaking to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise unless required to do so by applicable law or regulation.
Notes:
Dekel Agri-Vision Plc is a multi-project, multi-commodity agriculture company focused on West Africa. It has a portfolio of projects in Côte d'Ivoire at various stages of development: a fully operational palm oil project in Ayenouan where fruit produced by local smallholders is processed at the Company's 60,000tpa capacity crude palm oil mill and a cashew processing project in Tiebissou, which is currently transitioning to full commercial production
Notification and public disclosure of transactions by Persons Discharging Managerial Responsibilities ("PDMR") and persons closely associated with them ("PCA")
|
1 |
Details of the person discharging managerial responsibilities / person closely associated |
||||||||
|
a) |
Name |
1. Lincoln Moore 2. Yehoshua Shai Kol 3. Aristide C. Achy Brou |
|
||||||
|
2 |
Reason for the notification |
||||||||
|
a) |
Position/status
|
1. Executive Director 2. Chief Financial Officer 3. 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 |
Dekel Agri-Vision plc |
|
||||||
|
b) |
LEI |
213800TZMTERFY8P7D14 |
|
||||||
|
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 |
Ordinary Shares of €0.0003367 each
|
|
||||||
|
|
|
|
|||||||
|
Identification code |
ISIN: CY0106502111 |
|
|||||||
|
|
|
|
|||||||
|
b) |
Nature of the transaction |
Purchase of Ordinary Shares of €0.0003367 each in the Company |
|
||||||
|
c)
|
Price(s) and volume(s) |
|
|
||||||
|
|
|
||||||||
|
|
|
||||||||
|
|
|
||||||||
|
d)
|
Aggregated information |
|
|
||||||
|
|
|
|
|||||||
|
- Aggregated volume |
112,727,272 |
|
|||||||
|
|
|
|
|||||||
|
- Price |
£620,000 |
|
|||||||
|
|
|
|
|||||||
|
e) |
Date of the transaction |
30 June 2025 |
|
||||||
|
f) |
Place of the transaction |
London Stock Exchange, AIM |
|
||||||
|
1 |
Details of the person discharging managerial responsibilities / person closely associated |
||||||
|
a) |
Name |
Youval Rasin |
|
||||
|
2 |
Reason for the notification |
||||||
|
a) |
Position/status
|
Chief Executive Officer |
|
||||
|
b) |
Initial notification /Amendment |
Initial |
|
||||
|
3
|
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
||||||
|
a) |
Name |
Dekel Agri-Vision plc |
|
||||
|
b) |
LEI |
213800TZMTERFY8P7D14 |
|
||||
|
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 |
Ordinary Shares of €0.0003367 each
|
|
||||
|
|
|
|
|||||
|
Identification code |
ISIN: CY0106502111 |
|
|||||
|
|
|
|
|||||
|
b) |
Nature of the transaction |
Conversion of Debt to Equity |
|
||||
|
c)
|
Price(s) and volume(s) |
|
|
||||
|
|
|
||||||
|
|
|
||||||
|
|
|
||||||
|
d)
|
Aggregated information |
|
|
||||
|
|
|
|
|||||
|
- Aggregated volume |
187,931,098 |
|
|||||
|
|
|
|
|||||
|
- Price |
£1,033,621 |
|
|||||
|
|
|
|
|||||
|
e) |
Date of the transaction |
30 June 2025 |
|
||||
|
f) |
Place of the transaction |
Off Market |
|
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