FY 2025 at a glance: PACSCo exits Mozambique and resets as an AIM cash shell
PACSCo Limited has published its audited results for the year to 31 March 2025 and, more importantly, confirmed the shareholder-approved disposal of its Mozambique Agricultural Businesses to major shareholder Chepstow Investments Limited. The businesses were deconsolidated at year end, with final completion awaiting Bank of Mozambique approval. Competition approval is already in the bag.
Once the FY25 annuals and the interim accounts for the six months to 30 September 2025 are both published – the interims are “expected to occur shortly” – trading in PACSCo’s shares on AIM is expected to be restored. After completion, the company will be an AIM Rule 15 cash shell, seeking a new deal within a tight timetable.
The numbers that matter
| Continuing loss | US$ 1,561,000 (FY24: US$ 1,414,000) |
| Discontinued turnover (Mozambique) | US$ 13,591,000 (FY24: US$ 10,393,000) |
| Discontinued loss before tax | US$ 699,000 (FY24: US$ 1,927,000) |
| Loss on disposal of Mozambique ops | US$ 26,531,000 |
| Total loss attributable to owners | US$ 28,664,000 (FY24: US$ 3,214,000) |
| EPS (total) | -39.91 US cents |
| Cash at year end | US$ 0 (FY24: US$ 439,000) |
| Borrowings at year end | US$ 0 (FY24: US$ 14,268,000) |
| Net assets | US$ 1,000 |
| Working capital facility (Chepstow) | £750,000 committed; £253,000 drawn to date |
| Chepstow shareholding | 36,332,221 shares (50.58%) |
What the Mozambique disposal really means
Shareholders voted on 31 March 2025 to sell the Mozambique Agricultural Businesses to Chepstow and to rename the company PACSCo (from Agriterra). Control of the operations transferred to Chepstow at that point, so the businesses were deconsolidated at 31 March 2025 under IFRS 10.
Consideration is the waiver of shareholder loans and other balances due to Chepstow of US$ 15,281,000. Because the net assets disposed were US$ 25,648,000 and the group recycled US$ 16,164,000 of translation reserve, this produced a sizeable loss on disposal of US$ 26,531,000. In plain English: the debt is gone, but the accounting hit is large.
Balance sheet reset: debt gone, but so is the operating business
On the positive side, PACSCo ends FY25 with zero bank debt and zero shareholder loans. On the negative side, there is no cash reported at year end and only US$ 1,000 of net assets, reflecting the shell status post-deconsolidation.
To fund the shell, Chepstow has committed a £750,000 working capital facility at 4.5% on drawn amounts, with £253,000 drawn so far. Notably, if a qualifying repayment transaction has not occurred by the stated deadline, Chepstow will irrevocably release the company from repayment obligations on that facility. That’s a helpful backstop for a micro-cap in transition.
Operational backdrop: why management pulled the ripcord
The board lists a long run of headwinds that undermined Mozambique operations: the 2016 sovereign financing scandal, a 2018 foot and mouth outbreak, the 2019 cyclones, COVID, ongoing security issues in the north impacting gas developments, high local financing costs, and limited market appetite for asset sales or fresh equity. The result was chronic underperformance and dependence on Chepstow for working capital.
In short, management concluded the businesses are better managed off-market and outside the listing burden, while PACSCo pivots to seek a new transaction on AIM.
Governance, related parties and auditor comfort
Chepstow is the controlling shareholder and the buyer of the Mozambique businesses, so related party scrutiny matters. The auditor treated the disposal as a key audit matter, reviewed legal opinions on regulatory approvals, challenged management’s loss-of-control assessment, checked the loss-on-sale calculation, and considered whether terms were at arm’s length. They issued an unqualified opinion and considered the going concern basis appropriate, with no material uncertainties identified.
There are two directors linked to Chepstow, and two considered independent. That concentration cuts both ways: aligned funding support during the transition, but obvious governance sensitivities that investors should keep front of mind.
Risks and timelines under AIM Rule 15
Once the Bank of Mozambique signs off and completion occurs, PACSCo will be an AIM Rule 15 cash shell. That starts a six-month clock to identify and fund a suitable acquisition – typically a reverse takeover – or the shares face suspension and potential delisting. The board says it is reviewing the investment strategy to be implemented on completion.
Regulatory milestones have slipped already. The long stop date has been extended to 31 March 2026 due to local approval delays. The competition authority has approved; the Bank of Mozambique approval is outstanding as of 30 January 2026, with deal amendments announced on 27 January 2026 to reflect central bank direction.
Investment view: why this matters for shareholders
This is now a clean slate story. The operating losses are gone with the disposal. So is the leverage, after Chepstow’s US$ 15.281 million balance waiver. You are left with an AIM shell, a modest working capital line, and the promise – not yet the delivery – of a value-creating acquisition within six months of completion.
Positives: debt elimination, a simplified structure, auditor comfort on going concern, and a supportive cornerstone backer with the purse strings. Negatives: no cash reported at year end, reliance on a single funder, execution risk on approvals and on landing a qualifying deal in an unforgiving micro-cap market, plus the ever-present related party optics.
Near-term milestones to watch
- Interim results for the six months to 30 September 2025 – expected shortly and needed to restore share trading on AIM.
- Bank of Mozambique approval – the last major condition for completion of the disposal.
- Formal completion of the disposal – triggers PACSCo’s Rule 15 cash shell status and the six-month investment clock.
- Publication of investment strategy – clarity on sector focus, deal size and funding expectations.
- Any reverse takeover or investing company transaction – the main catalyst for re-rating.
Bottom line: PACSCo has taken its medicine. If the final approval lands and management executes a sensible transaction within the AIM timetable, the reset could work. Until then, this is a patience and process story, with the key levers – funding and timing – in clear view.
