NEW YORK, Dec. 13, 2024 /PRNewswire/ — Agriculture & Herbal Answers Acquisition Company, a unique function acquisition corporate (“ANSC”), introduced lately that the Treasurer of Australia (the “Treasurer”) on December 12, 2024 (Australian Japanese Sunlight Age) showed that the Commonwealth Executive of Australia has refuse objection to ANSC’s up to now introduced proposed trade mixture with Australian Meals & Agriculture Corporate Restricted (“AFA”) and the alternative events to the Trade Aggregate Oath dated August 28, 2024 (the “Business Combination”) (identified colloquially as “FIRB Approval” because the Treasurer is suggested on such issues by way of the Overseas Funding Evaluation Board). FIRB Kindness is without doubt one of the situations to latter of the Trade Aggregate.
ABOUT AFA
AFA is a large-scale, varied agricultural trade established by way of the overdue Colin Bell in 1993 with the purchase of the ancient ‘Burrabogie’ station. AFA now operates probably the most greatest agricultural portfolios in Pristine South Wales, Australia consisting of 3 primary freehold identify land aggregations inside the Deniliquin, Hay and Coonamble districts, which general roughly 550,000 acres, and a H2O portfolio of roughly 45,000 acre-feet. AFA’s portfolio contains a few of Australia’s maximum iconic homes, together with ‘Boonoke’, ‘Burrabogie’, ‘Wanganella’ and ‘Wingadee’. The corporate has general cattle wearing capability of roughly 247,000 sun-baked sheep an identical throughout its sheep cotton and meat and farm animals operations (except the Conargo feedlot). AFA additionally operates the ancient Wanganella and Ballot Boonoke merino sheep studs, among essentially the most very popular studs in Australia. AFA’s cropping operations are characterised by way of flexibility among reduction sorts, geographies and seasons. Key plants come with irrigated anecdote, irrigated rice, wheat, barley, canola, corn, chick peas and faba beans. Extra not too long ago, the corporate has evolved the cutting-edge Conargo feedlot with a certified capability of 12,000 usual farm animals devices.
ABOUT ANSC
ANSC was once shaped to bring about effecting a merger, amalgamation, proportion trade, asset acquisition, proportion acquire, reorganization or indistinguishable trade mixture. ANSC represents an additional growth of its sponsors’ 18-year franchise in low-carbon investments, having established business , scaled corporations with greater than $6 billion of fairness invested in renewables.
FORWARD LOOKING STATEMENTS
This record contains sure statements that can represent “forward-looking statements” inside the that means of Category 27A of the Securities Operate of 1933, as amended (the “Securities Act”), and Category 21E of the Securities Change Operate of 1934, as amended (the “Exchange Act”). Ahead-looking statements come with, however aren’t restricted to, statements that please see projections, forecasts or alternative characterizations of moment occasions or instances, together with any underlying guesses. The phrases “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and indistinguishable expressions would possibly determine forward-looking statements, however the absence of those phrases does now not cruel {that a} commentary isn’t forward-looking. Those forward-looking statements aren’t promises of moment efficiency, situations, or effects, and contain a lot of identified and unknown dangers, uncertainties, guesses, and alternative noteceable components, lots of that are outdoor of ANSC, Agriculture & Herbal Answers Corporate Restricted ACN 680 144 085 (“NewCo”) or AFA’s control’s keep an eye on, that would reason unedited effects to fluctuate materially from the consequences mentioned within the forward-looking statements.
Accordingly, forward-looking statements will have to now not be relied upon as representing ANSC’s, AFA’s or NewCo’s perspectives as of any next age, and none of ANSC, AFA or NewCo undertakes any legal responsibility to replace forward-looking statements to replicate occasions or instances upcoming the age they have been made, whether or not on account of unutilized knowledge, moment occasions or differently, excluding as is also required beneath appropriate securities rules. None of NewCo, ANSC or AFA provides any oath that any of NewCo, ANSC or AFA will reach its expectancies. You will have to now not park undue reliance on those forward-looking statements. On account of a lot of identified and unknown dangers and uncertainties, NewCo’s unedited effects or efficiency is also materially other from the ones expressed or implied by way of those forward-looking statements. Some components that would reason unedited effects to fluctuate come with: (i) the facility of the events to finish the Trade Aggregate by way of ANSC’s trade mixture time limit and the possible failure to procure an extension of the trade mixture time limit if sought by way of ANSC; (ii) the incidence of any tournament, alternate or alternative environment that would give be on one?s feet to the termination of the definitive commitments on the subject of the Trade Aggregate; (iii) the end result of any criminal, regulatory or governmental complaints that can be instituted in opposition to NewCo, ANSC or AFA or any investigation or inquiry following announcement of the Trade Aggregate, together with in reference to the Trade Aggregate; (iv) the shortcoming to finish the Trade Aggregate because of the failure to procure favor of ANSC’s shareholders; (v) AFA’s and NewCo’s luck in protecting or recruiting, or adjustments required in, their officials, key workers or administrators following the Trade Aggregate; (vi) the facility of the events to procure the list of the habitual stocks within the capital of NewCo (“NewCo Ordinary Shares”) and warrants to buy NewCo Usual Stocks at the Pristine York Store Change or any other nationwide securities trade upon the latter of the Trade Aggregate; (vii) the danger that the Trade Aggregate disrupts stream plans and operations of AFA on account of the announcement and consummation of the transactions described herein; (viii) the facility to acknowledge the expected advantages of the Trade Aggregate; (ix) sudden prices similar to the Trade Aggregate, that may be suffering from, amongst alternative issues, pageant and the facility of AFA to develop and top expansion profitably, preserve relationships with consumers and providers and reserve its key workers; (x) the facility of the events to consummate a number of personal placements of securities of NewCo to be consummated in reference to the Trade Aggregate (the “Private Placements”) at the said timeline; (xi) the worth of proceeds from the Personal Placements by way of the mixed corporate; (xii) the danger that there might be inadequate money raised throughout the Personal Placements, or that the volume of redemptions by way of ANSC’s family shareholders is larger than anticipated; (xiii) the control and board composition of NewCo following of completion of the Trade Aggregate; (xiv) restricted liquidity and buying and selling of NewCo’s securities; (xv) geopolitical chance and adjustments in appropriate rules or laws, together with criminal or regulatory traits (together with, with out limitation, accounting concerns) which might consequence within the want for AFA to restate its historic monetary statements and reason unexpected delays within the timing of the Trade Aggregate and negatively have an effect on the buying and selling value of NewCo’s securities and the beauty of the Trade Aggregate to buyers; (xvi) the likelihood that AFA is also adversely suffering from alternative financial, trade, and/or aggressive components; (xvii) operational dangers; (xviii) the likelihood that a virulent disease or primary problem disrupts AFA’s trade; (xix) litigation and regulatory enforcement dangers, together with the leisure of control past and a spotlight and the spare prices and calls for on AFA’s assets; (xx) the dangers that the consummation of the Trade Aggregate is considerably not on time or does now not happen together with the danger that the transaction is probably not finished by way of ANSC’s trade mixture time limit and the possible failure to procure extensions of the trade mixture time limit if sought by way of ANSC; and (xxi) alternative dangers and uncertainties indicated from past to past within the proxy commentary/prospectus on the subject of the Trade Aggregate, together with the ones beneath “Risk Factors” therein, and in ANSC’s, AFA’s and NewCo’s alternative filings with the SEC. You’re cautioned to not park undue reliance upon any forward-looking statements, which talk simplest as of the age made.
Disagree Trade in or Solicitation
This verbal exchange pertains to a proposed trade mixture between AFA and ANSC. This record shall now not represent a “solicitation” of a proxy, consent, or authorization, as outlined in Category 14 of the Change Operate, with recognize to any securities or in recognize of the Trade Aggregate. This record additionally does now not represent an deal, or a solicitation of an deal, to shop for, promote, or trade any securities, funding or alternative explicit product, or a solicitation of any vote or favor, nor shall there be any deal, sale or trade of securities, funding or alternative explicit product in any jurisdiction wherein such deal, solicitation or sale or trade can be illegal previous to registration or qualification beneath the securities rules of one of these jurisdiction. Disagree providing of securities might be made excluding by way of a prospectus assembly the necessities of Category 10 of the Securities Operate or an exemption therefrom.
Alternative Knowledge In regards to the Trade Aggregate and The place To To find It
In reference to the Trade Aggregate, ANSC, NewCo and AFA intend to record a registration commentary on Mode F-4 on the subject of the Trade Aggregate (the “Registration Statement”) with the SEC, which is able to come with a proxy commentary of ANSC in reference to ANSC’s peculiar basic assembly of its shareholders (the “ANSC Shareholders’ Meeting”) and sure alternative similar issues described within the Registration Observation. The Registration Observation, together with the proxy commentary/prospectus contained therein, will comprise noteceable details about the Trade Aggregate and the alternative issues to be voted upon on the ANSC Shareholders’ Assembly. This verbal exchange does now not comprise the entire knowledge that are meant to be regarded as in regards to the Trade Aggregate and alternative issues and isn’t meant to grant the foundation for any funding determination or any alternative determination in recognize of such issues. ANSC, AFA and NewCo may additionally record alternative paperwork with the SEC in regards to the Trade Aggregate. INVESTORS AND SECURITY HOLDERS OF ANSC AND OTHER INTERESTED PERSONS ARE URGED TO READ, WHEN AVAILABLE, THE REGISTRATION STATEMENT, INCLUDING THE PROXY STATEMENT/PROSPECTUS INCLUDED THEREIN, ANY AMENDMENTS THERETO AND DOCUMENTS INCORPORATED BY REFERENCE, AND ANY OTHER RELEVANT DOCUMENTS THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH THE BUSINESS COMBINATION CAREFULLY AND IN THEIR ENTIRETY BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT ANSC, NEWCO, AFA, AND THE BUSINESS COMBINATION. Nearest the Registration Observation is asserted efficient by way of the SEC, ANSC will mail the definitive proxy commentary/prospectus on the subject of the Trade Aggregate to its shareholders as of the report age established for vote casting at the Trade Aggregate.
Shareholders may even have the ability to download copies of the initial proxy commentary/prospectus, the definitive proxy commentary/prospectus and alternative related fabrics in reference to the Trade Aggregate at no cost, as soon as to be had, on the SEC’s website online at www.sec.gov or by way of directing a request to: Agriculture & Herbal Answers Acquisition Company, 712 5th Road, 36th Ground, Pristine York, NY 10019.
Members within the Solicitation
ANSC, NewCo, AFA and their respective administrators and government officials and similar individuals is also deemed members within the solicitation of proxies from ANSC’s shareholders in reference to the Trade Aggregate. ANSC’s shareholders and alternative individuals would possibly download, at no cost, extra vivid knowledge in regards to the administrators and officials of ANSC and their direct or oblique pursuits therein in ANSC’s Mode 10-Okay filed with the SEC on March 28, 2024 (Record Disagree. 001-41861), together with, with out limitation, “Item 10. Directors, Executive Officers and Corporate Governance”, “Item 11. Executive Compensation”, “Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters” and “Item 13. Certain Relationships and Related Transactions, and Director Independence”. Knowledge in regards to the individuals who would possibly, beneath SEC regulations, be deemed members within the solicitation of proxies to ANSC’s shareholders in reference to the Trade Aggregate and alternative issues to be voted upon on the ANSC Shareholders’ Assembly might be prepared forth within the proxy commentary/prospectus for the Trade Aggregate when to be had. You could download detached copies of those paperwork as described above.
Media Touch
Daniel Yunger / Emma Cloyd
Kekst CNC
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SOURCE Agriculture & Herbal Answers Acquisition Company
