Initial Completion of Mozambique Asset Disposal
PACSCo Limited has achieved initial completion of the disposal of its Mozambique agricultural assets to Chepstow Investments Limited, with CIL now beneficially owning 100% of the relevant shares. A condition subsequent requires the Bank of Mozambique's acceptance of debt assignments, for which a further amendment to the sale and purchase agreement has been agreed, extending the deadline to June 30, 2026, or later if mutually agreed. This amendment constitutes a related party transaction, with independent directors deeming its terms fair and reasonable for shareholders.
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Further to the Company's previous announcements regarding the agreed disposal of its Mozambique agricultural assets (the "Disposal") to Chepstow Investments Limited ("CIL") pursuant to the agreement entered into on 10 March 2025 (as subsequently amended, the "SPA"), PACSCo announces that it has now achieved initial completion of the Disposal as a result of completion of share transfers with the effect that CIL now beneficially owns 100% of the shares in companies which together hold the Mozambique agricultural assets.
The Bank of Mozambique's ("BOM") acceptance of the notification of the assignment to CIL of the debt funding previously provided by the Company to the local operating entities in Mozambique will now be sought as a condition subsequent.
The Company is not presently able to provide a definitive timeline for completion of this process with the BOM and as a result advises that a further amendment has been agreed to the SPA to accommodate this uncertainty (the "2nd Amendment").
Pursuant to 2nd Amendment, the Company and CIL have agreed that obtaining the BOM's acceptance of the notification of the debt assignments is a condition subsequent to initial completion which shall be achieved no later than 30 June 2026 (or such later date as may be agreed in writing between the parties).
Related Party Transaction
Entering into the 2nd Amendment, constitutes a related party transaction under Rule 13 of AIM Rules given that CIL is a substantial shareholder of the Company. In this context, Caroline Havers, Neil Clayton and Sergio Zandamela (being the Directors on the Board who are considered to be independent of CIL) consider, having consulted with the Company's nominated adviser, Strand Hanson Limited, that the terms of the 2nd Amendment are fair and reasonable insofar as its shareholders are concerned.
Further updates will be provided as soon as possible.
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