Thread by @albie_cilliers

Acorn Agri & Food is a widely held public holding company with nearly 1000 shareholders and aims to be like listed #Zeder. They have a dismall 7 year performance record (worse than Zeder !) and there are various red flags while the company refuses to provide answers... 2)

statements in recent fundamental transaction circular issued to shareholders and the TRP contradicts company secretary claims to me that she is not aware of who the shareholders of AAF is inside Agulhas Nominees, a @FSCA_ZA regulated Nominee Company ...3)

Curiously, and misleadingly, the shareholding of UBI GP, the general partner of ARC Fund, is not shown as a combined number, which if taken together, would constitute more than 10.6% of voting interest ...4)

Circular was published on 2 July 2021, with "signature date" of 3 June 2021. Curiously, UBI GP as party to the transaction, bought 600000 shares on the OTC platform managed by AAF itself, for R11-50 / share on 3 May 2021, only a month before signature ! ...5)

The transaction would have seen UBI GP / ARC Investments sell ALL their AAF shares, including the shares bought just a month before for R11-50, back to the company for FULL NAV of R22-46 netting nearly 100% profit! ...6)

Johan van der Merwe of UBI GP/ARC • CA (SA) • Co-CEO African Rainbow Capital • Ex-CEO Sanlam Investment Management is also on the board of AAF. With Cautionary published in Jan 2021, is this not clear inside knowledge and dealing ❓...7)

With AAF being a public company, and therefore a regulated company, was shareholders and the TRP notified of UBI GP / ARC crossing the 10% voting interest threshold after recent acquisitions of shares on the OTC platform ? ...8)

Acorn Agri & Food is effectively controlled by UBI GP and Acorn Agri Private Equity via provisions in the MoI on mandated management board appointments and other voting controls on transactions. ...9)

I have also indentified various other suspect insider trading activity around closed periods and the latest announced transactions which make most of the members of the Board of AAF NOT independent ...10)

I have asked the Company Secretary to provide me with the contact details of the Lead Independent Director, the Ethics Committee Chair, the external Auditor PWC as well as the Whistleblower hotline number. Deathly silence so far ... 11)

This is all very concerning given the Board's statements on Ethics in their 2021 IAR below 👇 ...12)

AAF also highlights their updated and improved share trading policy in the Annual Report, but when I enquired from the PA of the CEO whether they can send me a copy, I was met met deatly silence yet again, even after 2 email reminders 👇...13)

Given their poor disclosures and very poor share price and investment performance the last 7 years, which included huge amounts of goodwill on bad acquisitions, I was naturally interested in researching their past history in this regard. ...14)

Starting with the 2017 AFS, I noted several acquisitions with high % of goodwill including the disastrous ACG Fruit, but more on that later... My eyes was first drawn to a peculiar acquisition of Stellenbosch based Loxton Irrigation (Pty) Ltd for R23.4 mil in cash, ...15)

of which R14 mil was for Goodwill. I could find no history on any entity by the name of "Loxton Irrigation (Pty) Ltd" on the CIPC database and my enquiries to Ms Annmarie Steyn of AAF was once again met with deathly silence. Maybe @PwC , who signed off the AFS's would know ?

Of course, the AAF share trading by UBI GP also occured just before the 2021 Feb year end results was announced, in other words, in a closed period. But, that's not all...

At that time they were also busy negotiating the Ascendis Animal Health acquisition, which on the proforma figures released with the announcement on 19 July points to a material increase in EPS and thus was specific price sensitive info they had to be aware of.

The self dealing UBI GP transaction with AAF was cancelled before the meeting could take place as 19 of AAF's shareholders with enough shares gave notice of their opposition and intent to exercise appraisal rights, highlighting it's value to doubters like @pietviljoen