TIDMSCN
RNS Number : 5189O
Sacoven PLC
07 November 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")
Posting of Notice of Extraordinary General Meeting in connection
with the Proposed Cancellation of Admission to Trading on AIM and
Delisting from the Alt-X and Proposed Redemption of Ordinary Shares
and
Cautionary Announcement
The Company is pleased to confirm that, further to the Company's
announcement of 13 October 2016, it has today published a circular
in connection with (i) the proposed cancellation of the Company's
Ordinary Shares to trading on AIM and delisting of such shares from
the Alt-X (the "Delisting") and (ii) the proposed redemption of the
Company's Ordinary Shares. The Circular is available on the
Company's website at www.sacoven.com. The Circular incorporates a
notice convening an Extraordinary General Meeting of the Company to
be held at the registered office of the Company, No. 2, The Forum,
Grenville Street, St. Helier, Jersey JE1 4HH at 10.00a.m. UK time
(12.00p.m. SA time) on 23 November 2016. Copies of the Circular,
together with Forms of Proxy for use in connection with the
Extraordinary General Meeting and Redemption Notices for use in
connection with the Redemption process, have today been posted to
Shareholders.
An updated indicative timetable of principal events is set out
below.
All terms in this announcement have the meaning given to them in
the Circular unless otherwise defined herein.
1 Introduction
On 13 October 2016, the Company announced that the Directors had
resolved it was no longer desirable to make or otherwise pursue an
acquisition in accordance with the Company's investment policy and,
as such, did not propose seeking further approval at the AGM for
the continuation of its investment policy. As a consequence, it is
proposed that the admission of the Ordinary Shares to trading on
AIM is cancelled and such shares are delisted from the Alt-X and
the Ordinary Shares be redeemed by the Company.
2 Background to the Cancellation and Redemption
The Company's shares were admitted to trading on AIM in June
2012, and were subsequently listed (with a secondary listing) on
the Alt-X 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, on 13 October 2016 the
Directors resolved that it is no longer desirable to make or
otherwise pursue an acquisition in accordance with the Company's
investment policy. That board resolution, in accordance with the
Articles, triggered the requirement for the Board to convene a
general meeting of the Company for the purpose of seeking approval
for the Cancellation, following which the Company intends to
implement the redemption of its Ordinary Shares.
3 Process for Cancellation
At the EGM, resolutions will be proposed regarding the
cancellation of the Ordinary Shares from admission to trading on
AIM and delisting of the Ordinary Shares from the Alt-X. The AIM
Resolution must be approved by not less than 75 per cent. of votes
cast by Shareholders at the EGM (whether present in person or by
proxy) and the JSE Resolution must be approved by more than 50 per
cent. of the votes cast by all Shareholders at the EGM (whether
present in person or represented by proxy), excluding Brunswood,
its associates and any party acting in concert with it.
Each Resolution is conditional on the passing of the other. If
the Resolutions are passed, cancellation of the Ordinary Shares
from trading on AIM will be effective at 8.00a.m. UK time
(10.00a.m. SA time) on 2 December 2016. In addition, trading in the
Ordinary Shares on the Alt-X will be suspended at 7.00a.m. UK time
(9.00a.m. SA time) on 1 December 2016 with delisting of the
Ordinary Shares from the Alt-X taking place on 20 December
2016.
The delisting of the Ordinary Shares from the Alt-X is also
subject to the successful implementation of the Redemption. If the
Redemption becomes void or is terminated, the Ordinary Shares will
remain listed on the Alt-X. The delisting application has been
approved by the South African Reserve Bank.
Following Cancellation, the Company's shares will not be listed
on any publicly quoted market, although they will continue to be
registered in CREST. As such, if a Shareholder does not serve a
Redemption Notice or submit a USE Instruction to enable the Company
to redeem their Ordinary Shares as part of the Redemption process,
no guarantee can be given that, following Cancellation, 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.
4 Redemption
Conditional on the passing of the Resolutions, the Company is
proposing to redeem Ordinary Shares held by Shareholders on the
Redemption Date at a price per Ordinary Share of 75.4035 pence. A
Shareholder may only apply to have the Company redeem all (and not
some only) of the Ordinary Shares registered in their name. The
Redemption is made on the terms and subject to the conditions set
out in the Circular.
As previously noted, Brunswood has undertaken to the Company not
to vote against the Resolutions nor to present a Redemption Notice
in respect of its Ordinary Shares so as to ensure that any monies
that would otherwise be payable to Brunswood were it to redeem its
Ordinary Shares are otherwise available to be shared between those
Shareholders who redeem their Ordinary Shares and which reflects
the intention of the Company at the time of its admission to
trading on AIM that Brunswood suffer the "first loss" on a winding
up of the Company.
Set out below is a breakdown of the changes to the Company's
cash and cash equivalents balance since 31 March 2016 (being the
date to which the Company's last annual report and accounts was
made up) and indicating how the Redemption Price has been
calculated:
Cash and cash equivalents as GBP2,534,325
at 31 March 2016
Receipts GBP3,280
Expenses GBP(139,320)
--------------
Expected cash and cash equivalents GBP2,398,285
balance on the Redemption Date
--------------
Further expenses to be incurred GBP(136,179)
(net of anticipated receipts)
--------------
Amount available for the purposes GBP2,262,106
of the Redemption
Number of Ordinary Shares entitled
to participate in the Redemption 3,000,000
--------------
Redemption Price 75.4035 pence
(unaudited)
Following completion of the Redemption and payment to
Shareholders of monies due to them following the redemption of
their Ordinary Shares, it is proposed that the approval of
Shareholders be sought to wind up the Company by way of a summary
winding up conducted by the Directors pursuant to Part 21 of the
Companies (Jersey) Law 1991.
Shareholders who hold their Ordinary Shares as nominee for more
than one underlying beneficial owner should note that they may only
apply to redeem all (and not some only) of the Ordinary Shares
registered in their name. As such, to the extent that a nominee
received conflicting instructions from the relevant underlying
beneficial owners on whose behalf they hold such Ordinary Shares,
arrangements will need to be made to split such holding in order
that application to redeem the relevant number of Ordinary Shares
can be submitted by no later than 1.00p.m. UK time (3.00p.m. SA
time) on 5 December 2016.
Shareholders should be aware that if they fail to apply to have
the Company redeem their Ordinary Shares in accordance with the
terms and conditions set out in the Circular and otherwise on the
Redemption Notice, they will lose the right to receive the
Redemption Price and will only be entitled to receive a pro-rata
entitlement to the assets that remain in the Company on winding up.
Those remaining assets will be shared pro rata between Brunswood
and any other Shareholders that have chosen not to have their
Ordinary Shares redeemed (or have otherwise failed to submit a
valid Redemption Notice or USE Instruction).
A breakdown of the Company's cash and cash equivalents balance,
and the calculation of the Redemption Price is set out in paragraph
4 above. The estimated amount per Ordinary Share which a
Shareholder would receive on a winding up of the Company if no
Ordinary Shares are redeemed is c. 38 pence.
Assuming, by way of example, that eligible Shareholders holding
90 per cent. (in number) of the Ordinary Shares eligible to be
redeemed apply to have the Company redeem their Ordinary Shares,
the amount per Ordinary Share which the remaining Shareholders
(including Brunswood) would receive is estimated to be c. 7
pence.
5 General Meeting
To be effective, the AIM Resolution requires the approval of not
less than 75 per cent. of votes cast by Shareholders at the EGM
(whether present in person or by proxy) and the JSE Resolution
requires the approval of more than 50 per cent. of the votes cast
by all Shareholders at the EGM (whether present in person or
represented by proxy), excluding Brunswood, its associates and any
party acting in concert with it. Each Resolution is conditional on
the passing of the other and, as such, if one of the Resolutions is
not approved, the Company will not proceed with the Cancellation or
the Redemption.
6 Recommendation
The Directors consider that the Cancellation is in the best
interests of the Company and its Independent Shareholders as a
whole and unanimously recommend that they vote in favour of the
Resolutions to be proposed at the EGM.
The Directors are making no recommendation to Shareholders in
relation to participation in the Redemption itself. Whether or not
Shareholders decide to have the Company redeem their Ordinary
Shares will depend, amongst other things, on their own individual
circumstances. Shareholders are recommended to consult their duly
independent advisers in making their own decision.
However the Directors note that if Shareholders fail to apply to
have the Company redeem their Ordinary Shares in accordance with
the terms and conditions set out in Part II of the Circular and
otherwise on the Redemption Notice, they will lose the right to
receive the Redemption Price and will only be entitled to receive a
pro-rata entitlement to the assets that remain in the Company on
winding up. Those remaining assets will be shared pro rata between
Brunswood and any other Shareholders that have chosen not to have
their Ordinary Shares redeemed (or have otherwise failed to submit
a valid Redemption Notice or USE Instruction). The estimated amount
per Ordinary Share which a Shareholder would receive on a winding
up of the Company if no Ordinary Shares are redeemed is 38
pence.
Expected Timetable of Principal Events
Announcement of proposed Cancellation/Redemption 13 October 2016
EGM Notice and Redemption Notice 7 November 2016
sent to Shareholders
Latest time and date for receipt 10.00a.m. UK time
of forms of proxy for the EGM (12.00p.m. SA time)
on 21 November 2016
EGM 10.00a.m. UK time
(12.00p.m. SA time)
on 23 November 2016
Exchange rate to be announced 29 November 2016
Last day of dealing of Ordinary 29 November 2016(2)
Shares on the Alt-X
Suspension of trading on the 7.00a.m. UK time
Alt-X (9.00a.m. SA time)
on 30 November 2016
Last day of dealing of Ordinary 1 December 2016
Shares on AIM
Cancellation of admission to 8.00a.m. UK time
trading on AIM and record date (10.00a.m. SA time)
for the termination of trading on 2 December 2016
on the Alt-X
Latest time and date for receipt 1.00p.m. UK time
of Redemption Notices, USE (3.00p.m. SA time)
Instructions from CREST Shareholders on 5 December 2016
and elections from CSDPs or
brokers on behalf of Strate
Shareholders
Redemption Date 5 December 2016
Cheques despatched for certificated by no later than
Ordinary Shares redeemed pursuant 19 December 2016
to the Redemption and payment
through CREST for uncertificated
Ordinary Shares redeemed pursuant
to the Redemption
Termination of trading on the 7.00a.m. UK time
Alt-X (9.00a.m. SA time)
on 20 December 2016
(2) Shareholders should note that following this time, transfers
of Ordinary Shares between the Company's register of members and
the register maintained to facilitate the transfer of Ordinary
Shares on the Alt-X market will no longer be possible
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 Resolutions are passed at the EGM without
adjournment.
7 November 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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