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Ananda Developments #ANA – Issue of Convertible Loan Notes
Ananda announces that the Company has raised £350,000 (gross) and received firm commitments for a further £200,000 (gross) of convertible loan notes (“CLNs”). The CLNs will be convertible into ordinary shares in the Company (“Ordinary Shares”) at a price of 1p per share and will have a fixed life of 2 years. The CLNs bear interest at a rate of 12.5% per annum, which will be rolled up and satisfied by the issue of Ordinary Shares at the end of the 2-year term.
The subscribers are all currently shareholders of the Company.
The proceeds from the issue of CLNs will be used by Ananda’s 50% owned subsidiary DJT Plants Limited (“DJT Plants”) to fund a larger than originally contemplated footprint for its medical cannabis field trials, to fit out the facility with lab equipment, and to secure the long-term services of key technical personnel. DJT Plants was awarded a licence to grow >0.2% THC cannabis for research purposes by the UK Government Home Office in May 2021.
Melissa Sturgess, CEO of Ananda, commented “We believe we have the opportunity to become a significant participant in the medical cannabis sector by supplying UK grown carbon neutral, consistent and high quality flower and oils to the UK and international markets. There is much work to be done and the team is focused on delivering on this vision. Conducting strain stabilisation and field trials research is the first, and possibly the most important, part of the plan.”
Charles Morgan (Chairman of the Company) and Melissa Sturgess (Chief Executive Officer of the Company) have each subscribed for £125,000 of CLNs. In light of their existing interests in the Company, Charles Morgan and Melissa Sturgess have undertaken not to convert any CLNs and have agreed that no Ordinary Shares will be issued to them by way of interest payment, unless such exercise or issue is otherwise permitted by the City Code on Takeovers and Mergers.
DJT Plants is a wholly owned subsidiary of DJT Group Limited, which is owned 50/50 by Ananda’s wholly owned subsidiary, Tiamat Agriculture Limited, and Anglia Salads Limited. On 8 June 2021, Ananda announced that non-binding Heads of Terms had been agreed for the proposed acquisition by Ananda of the 50% shareholding in DJT Plants not currently owned by Ananda. A circular containing further information and convening a General Meeting to approve that acquisition will be sent to Ananda shareholders as soon as possible. A further announcement will be made at that time.
-Ends-
The Directors of the Company accept responsibility for the contents of this announcement.
| ANANDA DEVELOPMENTS PLC Chief Executive Officer Melissa Sturgess Investor Relations |
+44 (0)7463 686 497 ir@anandadevelopments.com |
| PETERHOUSE CAPITAL LIMITED Corporate Finance Mark Anwyl Allie Feuerlein Corporate Broking |
+44 (0)20 7469 0930 |
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.
Ananda Developments #ANA – Issue of Equity and Directors’ Interests
As referred to in Ananda’s announcement of 18 May 2021, Charles Morgan (Chairman of the Company) and Melissa Sturgess (Chief Executive Officer of the Company) have each been issued with 100,000,000 ordinary shares of 0.2p each in the Company (“Ordinary Shares”; the “Contingent Consideration Shares”) following the successful grant of a > 0.2% THC Home Office Licence to grow cannabis for research activities.
Application will be made for the Ordinary Shares to be admitted to trading on the Access Segment of the AQSE Growth Market and admission is expected to become effective on 26 May 2021.
Directors’ Interests
Following the issue of the Contingent Consideration Shares, Charles Morgan and Melissa Sturgess are interested in Ordinary Shares as follows:
| Current Holding of Ordinary Shares | Issue of Contingent Consideration Shares | New Holding of Ordinary Shares | Percentage interest in Ordinary Shares | |
| Charles Morgan | 51,071,781 | 100,000,000 | 151,071,781 | 19.03% |
| Melissa Sturgess | 77,724,170 | 100,000,000 | 177,724,170 | 22.39% |
Total Voting Rights
Following this issue, the Company has 793,872,220 Ordinary Shares in issue, each share carrying the right to one vote.
This figure of 793,872,220 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 FCA’s Disclosure and Transparency Rules.
Concert Party
Following the issue of the Contingent Consideration Shares, the members of the Concert Party will be interested, in aggregate, in 343,657,607 Ordinary Shares, representing 43.29 per cent of the Company’s enlarged issued share capital. The maximum potential interest of the Concert Party in the voting rights of the Company is set out in the table below:
| Concert Party Member | Current Holding of Ordinary Shares | Holding of Warrants | Exercise of Options | Maximum interest in Ordinary Shares following exercise of the Warrants by the Concert Party and the exercise of Options |
Maximum %age interest in voting rights following exercise of the Warrants by the Concert Party and the exercise of Options |
| Charles Morgan* | 151,071,781 | 5,530,115 | – | 156,601,896 | 19.03% |
| Melissa Sturgess* | 177,724,170 | 8,070,282 | – | 185,794,452 | 22.57% |
| Jeremy Sturgess-Smith | 1,700,000 | – | 10,451,389 | 12,151,389 | 1.48% |
| Peter Redmond | 8,686,743 | 3,686,743 | – | 12,373,486 | 1.50% |
| Michael Langoulant | 4,474,697 | 1,474,697 | – | 5,949,394 | 0.72% |
| URA | 216 | 216 | – | 432 | – |
| Total Concert Party Holding | 343,657,607 | 362,419,660 | 372,871,049 | 372,871,049 | 45.30% |
| Ordinary Shares in Issue | 793,872,220 | 812,634,293 | 823,085,682 | 823,085,682 |
*In addition to the Ordinary Shares set out above, Charles Morgan and Melissa Sturgess have been granted options over 9,282,778 and 9,282,778 Ordinary Shares respectively, pursuant to the Company’s Incentive Scheme. Charles Morgan and Melissa Sturgess have undertaken not to exercise these options unless such exercise is permitted by the Takeover Code.
Words and expressions defined in the circular to shareholders in the Company dated 24 May 2019, which is available on the Company’s website at www.anandadevelopments.com, have the same meaning in this announcement.