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Directors’ Subscription and Conversion

In brief · summary, not quotable

Directors and an employee conditionally subscribed for shares; shareholder approval required at 22 July general meeting.

  • Subscription Shares subscribed by Aristide C. Achy Brou 54,545,454
  • Subscription Shares subscribed by Yehoshua Shai Kol 40,000,000
  • Subscription Shares subscribed by Lincoln Moore 18,181,818
  • Conversion Shares subscribed by Youval Rasin 187,931,098
  • Employee subscription raising £50,000
Full announcement

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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.

NameRoleOriginal holding prior to the Fundraise & the ConversionNew Shares Subscribed 1New Shares subscribed for in the Conversion 1Total Holding if the Fundraise & the Conversion progress 2% holding of the Enlarged Issued Capital if the Fundraise & Conversion progress 2
Youval RasinCEO68,406,705-187,931,098256,337,80320.7
Aristide C. Achy BrouNED23,824,32454,545,454-78,369,7786.3
Yehoshua Shai KolCFO28,221,86140,000,000-68,221,8615.5
Lincoln MooreExecutive Director7,209,79118,181,818-25,391,6092.1

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:

1Details of the person discharging managerial responsibilities / person closely associated
a)Name1. Lincoln Moore 2. Yehoshua Shai Kol 3. Aristide C. Achy Brou
2Reason for the notification
a)Position/status1. Executive Director 2. Chief Financial Officer 3. Non-Executive Director
b)Initial notification /AmendmentInitial
a)NameDekel Agri-Vision plc
b)LEI213800TZMTERFY8P7D14
a)Description of the financial instrument, type of instrumentOrdinary Shares of €0.0003367 each
Identification codeISIN: CY0106502111
b)Nature of the transactionPurchase of Ordinary Shares of €0.0003367 each in the Company
c)Price(s) and volume(s)Transaction Price(s) Volume(s) 1. Lincoln Moore - Subscription Shares 2. Yehoshua Shai Kol - Subscription Shares 3. Aristide C. Achy Brou - Subscription Shares 0.55p 1. 18,181,818 2. 40,000,000 3. 54,545,454
d)Aggregated information
- Aggregated volume112,727,272
- Price£620,000
e)Date of the transaction30 June 2025
f)Place of the transactionLondon Stock Exchange, AIM
1Details of the person discharging managerial responsibilities / person closely associated
a)NameYouval Rasin
2Reason for the notification
a)Position/statusChief Executive Officer
b)Initial notification /AmendmentInitial
a)NameDekel Agri-Vision plc
b)LEI213800TZMTERFY8P7D14
a)Description of the financial instrument, type of instrumentOrdinary Shares of €0.0003367 each
Identification codeISIN: CY0106502111
b)Nature of the transactionConversion of Debt to Equity
c)Price(s) and volume(s)
PriceVolume
0.55p187,931,098
d)Aggregated information
- Aggregated volume187,931,098
- Price£1,033,621
e)Date of the transaction30 June 2025
f)Place of the transactionOff Market

Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.

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