It is with some regret and more than an element of frustration, Agricola announces that its shares will be withdrawn from PLUS S-X on 1 November 2012. At the same time, however, the Company is pleased to announce that discussions on the New Zealand acquisition have advanced significantly. Consequently, the Directors are in the process of raising funds to support the acquisition and intend applying for admission of the enlarged company to AIM.
New Zealand Acquisition
In May 2012, the Company announced that it was in discussions to acquire assets in New Zealand. These discussions have now reached a stage where the Company has agreed, subject to contract, to acquire full ownership of an English company, South Island Developments Limited ("SID"). At the point when SID is acquired by the Company, it will own 75% of each of three New Zealand companies. The New Zealand companies own four early stage, but highly promising, gold, platinum and heavy mineral sands ("HMS") projects. While the change of control of the New Zealand companies which own these assets is subject to New Zealand governmental approval, the Directors understand that this is largely a formality and approval is expected to take between one and three months. The acquisition is also subject to further due diligence, completion of a Competent Persons Report as well as a formal agreement between the parties. In the meantime, the Company is in the process of raising funds to develop the business and to prepare the Company for admission to AIM.
Kazakh Resources Acquisition
There have been further delays to the Kazakhstan deal, as a result of which, the Company believes that it is unlikely to conclude negotiations in the foreseeable future.
Withdrawal from PLUS S-X
As shareholders are aware, the Company was suspended on 19 October 2010 because of the Kazakhstan deal. In August, PLUS gave the Company notice of a final suspension period until 31 October 2012. In order to remain on PLUS S-X, the Company would need to request a reinstatement on the basis of delays in the Kazakhstan deal. Had it not been for the imminence of New Zealand acquisition, the Company would not have had any issue with requesting a reinstatement of dealing.
However, the Company has taken the view, supported by legal advice, that under the PLUS Rules for Issuers and the Financial Services and Markets Act 2000, the Company is obliged to announce the New Zealand acquisition on the basis that it is price sensitive information. As the acquisition would constitute a reverse takeover, under PLUS Rules, PLUS would have been obliged to suspend the Company. PLUS' position is that the Company should only announce the New Zealand acquisition when a formal and binding agreement has been entered into but that they would not interfere with a decision to announce the New Zealand deal in advance of a formal binding agreement. However, PLUS have concluded that irrespective of any announcement, the Company will have to be withdrawn on 31 October 2012 if trading has not been restored.
In order to ensure that the Company and its shareholders are properly protected, the Company believes it has no choice other than accept the withdrawal from PLUS S-X. This will enable it progress the New Zealand acquisition as an untraded business and then to apply for admission to AIM.
A more detailed letter to shareholders about the New Zealand acquisition will be sent out shortly.
The Directors accept full responsibility for this announcement.