Sacoven PLC Proposed Cancellation of Admission & Notice of AGM (5006M)
14 October 2016 - 2:45AM
UK Regulatory
TIDMSCN
RNS Number : 5006M
Sacoven PLC
13 October 2016
SACOVEN PLC
(Incorporated in Jersey under the Companies (Jersey) Law
1991
(Company number 110296)
AIM Share code: SCN
JSE Share code: SCV
ISIN: JE00B7YH8W36
("Sacoven" or "the Company")
Proposed Cancellation of Admission to Trading on AIM and
Delisting from the Alt-X
Proposed Redemption of Ordinary Shares
Notice of Annual General Meeting
Cautionary Announcement
The Company's shares were admitted to trading on AIM in June
2012, and were subsequently listed (with a secondary listing) on
the Alternative Exchange market of the JSE in September 2014.
During such time, the Company and its investment manager, Vasari
Global Limited identified and investigated numerous potential
opportunities, a number of which have resulted in further due
diligence and detailed negotiations. However, unfortunately, in
each case, the opportunities were either deemed unsuitable or
agreement could not be reached with the principals of the relevant
counterparties.
Whilst shareholders have approved the continuation of the
Company's investment policy at past AGM's, the directors now
consider, and have so resolved, that it is no longer desirable to
make or otherwise pursue an acquisition in accordance with the
Company's investment policy and do not propose seeking further
approval at the AGM for the continuation of its investment policy.
Instead, the Company has begun preparing for having the admission
of the Company's shares to trading on AIM and AltX cancelled (the
"Delisting") which will require the board to call a further general
meeting of shareholders (the "EGM") to consider and, if thought
fit, approve such Delisting. For the purposes of the AIM Rules for
Companies, the resolution to approve the cancellation of the
Company's admission to trading on AIM requires the approval of not
less than 75 per cent. of the votes cast by shareholders (whether
present in person or by proxy) at a general meeting held to
consider the matter; whereas, for the purposes of a delisting from
the Alt-X, the approval of a majority of the votes cast by
shareholders (whether present in person or by proxy) is
required.
Provided that shareholders representing the required majority
vote in favour of the Delisting at the EGM, shareholders (other
than Brunswood International Holdings Limited, the founder of the
Company ("Brunswood")) will then be entitled to redeem their shares
in the Company. It is anticipated that shareholders will be sent
the required Redemption Notice setting out the information required
by Article 5(4) of the Company's Articles ahead of the Company's
AGM to which this notice relates and that any Delisting and
associated redemption process would be completed during December
2016.
As previously noted, Brunswood has undertaken to the Company not
to vote against any resolution concerning the Delisting nor to
present a Redemption Notice in respect of its shares and not to
apply for such shares to be redeemed as part of the redemption
process. Shareholders should note, however, that if they fail to
elect to redeem their shares in accordance with the requirements of
the Redemption Notice they will lose the right to receive the
Priority Redemption Sum (such term as set out in the Company's
Admission Document dated 1 June 2012) and will only be entitled to
receive a pro-rata entitlement to the assets that remain in the
Company on winding up, along with Brunswood and any other
shareholders that fail to redeem.
Following Delisting, the Company's shares will not be tradable
on any publicly quoted market, although they will continue to be
registered in CREST. As such, if a Shareholder does not redeem
their shares as part of the redemption process, no guarantee can be
given that, following Delisting, there will be a market for the
shares or the ability of a shareholder to determine the market
value of their investment in the Company at any given time.
Further details regarding the Delisting and redemption processes
will be provided to shareholders in due course, and an indicative
timetable of principal events is set out below. In the meantime,
shareholders' attention is drawn to details regarding the
redemption process as set out in the Company's Admission Document
dated 1 June 2012.
Indicative timetable of principal events
Publication of AGM Notice 13 October 2016
Publication of EGM Notice By 28 October 2016
(enclosing Redemption Notice)
AGM 31 October 2016
EGM 14 November 2016
Exchange rate to be announced 14 November 2016
(for the Alt-X purposes)
Last day of dealings of shares 22 November 2016
on AIM and the Alt-X
Cancellation of admission 23 November 2016
to trading of shares on AIM
Suspension of trading of shares 23 November 2016
on the Alt-X
Redemption Date 25 November 2016
Record Date for the termination 25 November 2016
of trading of shares on the
Alt-X
Payment of Redemption Price 9 December 2016
Termination of trading of commencement of business
shares on the Alt-X on 10 December 2016
Each of the times and dates in the above timetable is subject to
change. If any of the above times and/or dates change, the revised
times and/or dates will be notified to Shareholders by announcement
through a Regulatory Information Service. The timetable above
assumes that the resolution(s) are passed at the EGM without
adjournment.
Notice of 2016 Annual General Meeting
Separately, a notice of Annual General Meeting, to be held at
10.00a.m. (G.M.T) on 31 October 2016 at No. 2, The Forum, Grenville
Street, St. Helier, Jersey JE1 4HH has today been posted on the
Company's website. To be entitled to attend and vote at the October
2016 AGM, shareholders, or their agents, must be registered on the
register of members of the Company at 6.00p.m. (B.S.T) on 28
October 2016. Whilst the Company does not propose seeking the
consent of its shareholders at the AGM for the continuation of its
investment policy, certain procedural matters are required to be
considered at the AGM to ensure continuing compliance with, amongst
other things, Jersey law and the Company's articles of
association.
Shareholders are advised that the new developments stated above
may have a material effect on the price of the company's
securities. Accordingly, shareholders are advised to exercise
caution when dealing in the company's securities until a full
announcement regarding the Delisting and redemption process is
published.
13 October 2016
The information contained within this announcement is deemed to
constitute inside information as stipulated under the Market Abuse
Regulations (EU) No. 596/2014. Upon the publication of this
announcement, this inside information is now considered to be in
the public domain.
JSE Sponsor AIM Nominated Adviser and
Broker
KPMG Services Proprietary Liberum Capital Limited
Limited Clayton Bush Christopher
Britton
Tel: 020 3100 2000
This information is provided by RNS
The company news service from the London Stock Exchange
END
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