Dekel Agri-Vision Plc (LON:DKL), the West African agriculture company focused on building a portfolio of sustainable and diversified projects, has announced that, further to the announcement at 4.41 p.m. on 26 June 2025, it has conditionally completed and closed the oversubscribed Fundraise to raise gross proceeds of £2.33 million.
As part of the Fundraising, Subscribing Directors of the Company have confirmed their intention to subscribe for 112,727,272 Subscription Shares, raising £0.62 million. As the Company is currently in a close period under MAR until the publication of its annual results for the period ended 31 December 2024, the Subscribing Directors are not permitted to enter into a Subscription Agreement until after publication of the Results (and subject to each not being in possession of any other unpublished price sensitive information at such time).
Whilst it is expected that the Results will be published shortly, in the event that the Subscribing Directors are unable to subscribe for Subscription Shares on account of being in a close period for the purposes of MAR or otherwise being in possession of inside information or unpublished price sensitive information, the Subscribing Directors may subscribe post the expected date of Admission, in which case, admission of those Subscription Shares may occur separately from the Placing Shares, Subscription and Retail Shares but in any event not later than 8.00 a.m. on 29 August 2025.
The Issue Price of 0.55 pence represents a discount of 37.5 per cent. to the closing middle market price of 0.88 pence per Ordinary Shares on 25 June 2025, being the last business day prior to the announcement of the Fundraising.
Zeus Capital Limited is acting as agent for and on behalf of the Company in respect of the Placing. The Placing was undertaken through an accelerated bookbuild process.
The Placing has conditionally raised gross proceeds of £1.21 million through the placing of 220,454,543 New Shares to certain institutional and other investors. The Subscription (including the intended Directors’ Subscription) has raised a further £1.12 million through the subscription of 203,636,362 New Shares by Subscribing Directors and certain sophisticated investors directly with the Company, in each case at the Issue Price.
In addition to the Placing and Subscription, Dekel Agri-Vision is providing all shareholders with the opportunity to subscribe for an aggregate of up to 54,545,454 Retail Shares at the Issue Price, to raise up to approximately £0.3 million. No part of the Placing or Subscription is conditional on the Retail Offer proceeding or on any minimum take-up on the Retail Offer. The launch of the Retail Offer is expected to occur shortly following this announcement.
In connection with the oversubscribed Placing, and conditional upon Admission the Company will issue approximately 11,022,727 warrants to Zeus exercisable at the Issue Price at any time within three years from date of grant.
Related party transactions
As Armstrong Investments Limited has participated in the Placing and is a substantial shareholder in the Company, the allotment and issue of the Placing Shares to Armstrong Investments Limited 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 Placing by Armstrong Investments Limited is fair and reasonable in so far as Shareholders are concerned.
General Meeting and Posting of Circular
The Fundraising 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 will be despatched to Shareholders shortly and will be available on Dekel Agri-Vision’s website at https://dekelagrivision.com/.
Recommendation
The Directors consider that the Resolution is in the best interests of the Company and its Shareholders as a whole. Accordingly, the Directors unanimously recommend that Shareholders vote in favour of all the Resolutions as the Directors have indicated their intention to do so in respect of their entire beneficial holdings, amounting in aggregate to 127,662,681 Ordinary Shares, representing approximately 22.76 per cent. of the votes the Ordinary Shares have in relation all of the Resolutions.
Admission
Application will be made to the London Stock Exchange for admission of the New Shares to trading on AIM. It is expected that, subject to the necessary resolutions being passed at the General Meeting, Admission will become effective and dealings in the New Shares will commence at 8:00 a.m. on 23 July 2025. The New Shares will be issued fully paid and will rank pari passu in all respects with the Company’s Existing Ordinary Shares.
Admission is conditional, inter alia, upon Admission becoming effective, the Placing Agreement not having been terminated and becoming unconditional, and upon the approval of Shareholders at the Company’s forthcoming General Meeting to be held on or around 22 July 2025.
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.
