Comarco Group signed conditional share purchase agreements to acquire Anglo African Agriculture Plc (LSE:AAAP) in a reverse merger transaction on June 9, 2019. The consideration will be $30 million, payable in Anglo African Agriculture new ordinary shares. Anglo African will issue 237.23 million of its post consolidation shares as consideration. Anglo African proposes to consolidate its present 387.98 million outstanding shares, by consolidating 20 shares into one. This will result in Anglo African having 19.4 million of post consolidation shares in issue. Post completion, Anglo African will have 256.6 million new shares in issue out of which 237.23 million shares will be owned by owners of Comarco Group. VSA Capital will conduct an equity fundraising of approximately $15 million to fund working capital and the growth of the Enlarged Group. It is anticipated that there will be a vendor placing of approximately $6 million to provide funds for the sellers to settle existing debts and related costs including capital gains tax. The proposed acquisition, if completed, would result in current Anglo African shareholders having a minority interest (expected to be less than 5%) in the Enlarged Group and would constitute a reverse takeover under the listing rules. On completion of the Proposed Acquisition, in order to better reflect the focus of Anglo African’s operations, the name of Anglo African will be changed to Agulhas Group Africa plc. The new TIDM code will be AGA. The change of name will be effected by the Board and shareholder approval will not be required. As of December 15, 2020, Heads of Terms agreement were signed in order to progress the reverse takeover (“RTO”) and to move towards negotiating the definitive SPAs. The parties reached an agreement on the commercial terms of the reverse takeover, the definitive SPAs are being finalised and the agreements are expected to be signed shortly. AAA has therefore agreed to extend the Port Loan facility until December 31, 2020 in order to allow the finalisation and signing of the SPAs. Upon Re-Admission of the enlarged group, Andrew Monk, David Lenigas, and George Roach will resign from the Board. Matt Bonner and Robert Scott will remain. Post deal completion, Brian Hall will be served as Non-Executive Chairman, Simon Phillips as Chief Executive Director, Charlie Pettifer as Executive Director and Hemant Thanawala as Non-Executive Director of the enlarged group. The proposed acquisition is subject, inter alia, to an equity fundraising, the publication of a prospectus and shareholder approval in general meeting. The transaction will be subject to an affirmative vote of Anglo African’s shareholders and relevant regulatory and stock exchange approvals. As of October 25, 2019, the shareholders of Anglo African Agriculture Plc approved the transaction. As of November 4, 2019, the Financial Conduct Authority approved the Share Registration Document of Anglo African Agriculture. As of December 31, 2019, the long stop date for the completion of the acquisition has been extended. As of May 11, 2020, The parties are in the process of documenting an extension of the longstop date to 31 August 2020. As of January 4, 2021, the extension of the SPA’s have been signed with a long stop date of April 30, 2021. Andrew Monk and Andrew Raca of VSA Capital Limited acted as financial advisers and Corporate Brokers for Anglo African Agriculture Plc. Comarco Group completed the acquisition of Anglo African Agriculture Plc (LSE:AAAP) in a reverse merger transaction on October 1, 2021.