Masawara Plc Notice of GM and Proposed Delisting from AIM (4137B)

TIDMMASA

RNS Number : 4137B

Masawara Plc

09 January 2018

9 January 2018

Masawara Plc

("Masawara", the "Company" or the "Group")

Notice of General Meeting

Proposed Delisting of Masawara plc from AIM

Further to the announcement made on 27 December 2017 confirming that Oxford Holdings Limited ("OHL") acquired 50,760,456 ordinary shares of US$0.01 each of the Company ("Ordinary Shares") for a price of 30 pence per Ordinary Share (with 20 pence payable immediately and 10 pence deferred for up to 12 months at a cost of 1 pence if the deferred consideration is paid within six months and 2 pence if the deferred consideration is paid after six months but within 12 months) , the Company announces that it has, today, posted a circular to all shareholders regarding the proposed delisting of the Company from AIM ("Delisting"). The circular is also available on the Company's website at www.masawara.com.

Due to a common controlling shareholding in OHL and the principal shareholder of the Company, FMI Holdings (Private) Limited (FMI), OHL and FMI are deemed to be acting in concert for the purposes of the City Code. As a result of this acquisition, OHL and FMI together hold a beneficial interest in 111,924,074 Ordinary Shares representing approximately 90 per cent of the issued share capital of the Company. As a result of OHL and FMI being deemed to be acting in concert and already holding more than 50 per cent of the voting rights in the Company, there is no obligation on OHL to make a mandatory takeover offer to the remaining shareholders of the Company.

The circular posted today contains a separate letter from Mr Mutasa, a director of FMI and OHL, outlining the future plans for the Company (including the Delisting). Mr Mutasa intends to hold a Question and Answer Forum for shareholders at 5.00 p.m. on 23 January 2018 at the offices of Norton Rose Fulbright LLP, 3 More London, Riverside, London SE1 2AQ.

The circular also sets out in detail the options available to the remaining shareholders in the Company. Aside from retaining a shareholding in the Company, minority shareholders have been offered two alternative proposals (Oxford Cash Offer and Masawara Share Conversion Offer (the "Offers")) under which they will either be able to sell their Ordinary Shares at a price of 25 pence per share, or following Delisting convert their Ordinary Shares on a one-for-one basis into preference shares in the Company ("Preference Shares"), which will offer a yield of 2.5 pence per Preference Share payable in priority to any dividend declared on Ordinary Shares.

Shareholders who hold their Ordinary Shares in certificated form will be able to accept the Offers at the Question and Answer Forum at 5.00 p.m. on 23 January 2018 by providing a completed Form of Acceptance (and a share transfer form if accepting the Oxford Cash Offer) and their share certificates, or may elect to deliver a completed Form of Acceptance (and a share transfer form if accepting the Oxford Cash Offer) and their share certificates to Computershare Investor Services PLC, Corporate Actions Projects, Bristol BS99 6AH or (during normal business hours only) by hand to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY, by no later than 1.00 p.m. on 24 January 2018 if proposing to accept the Masawara Share Conversion Offer, or by no later than 1.00 p.m. on 5 February 2018 if proposing to accept the Oxford Cash Offer only. Shareholders who hold their Ordinary Shares in CREST and propose to accept either of the Offers should follow the procedure set out in the circular entitled "Procedure for selling your Ordinary Shares under the Oxford Cash Offer" and/or "Procedure for converting your Ordinary Shares into Preference Shares" (as applicable).

Shareholders are not obliged to accept either the Oxford Cash Offer or Masawara Share Conversion Offer, and can retain their Ordinary Shares. However, if Shareholders elect to retain their Ordinary Shares, the following points should be noted:

   --    the liquidity of the Ordinary Shares will deteriorate further as a result of the Delisting; 

-- the dividend payable per Ordinary Share will be less than or equal to the coupon payable per Preference Share; and

-- in the event of a liquidation or return of capital, the Ordinary Shares will rank behind the Preference Shares.

Should any Shareholders not take up the Oxford Cash Offer prior to Delisting, OHL may make further purchases of Ordinary Shares following Delisting, however there will be no formal trading facility and no obligation on OHL to acquire any Ordinary Shares following Delisting.

The circular contains notice of a General Meeting of the Company to be held at 11.00 a.m. on 26 January 2018 at the Atlantic Hotel, Le Mont De La Pulente, St Brelade, Jersey, JE3 8HE, Channel Islands. At the General Meeting, the resolution regarding the Delisting (the "Delisting Resolution") will be proposed. The Delisting Resolution requires the approval of 75 per cent the Company's shareholders. However, shareholders of the Company should note that OHL and FMI control over 90 per cent of the Ordinary Shares and have irrevocably undertaken to vote in favour of the Delisting. Should the Delisting Resolution be passed, the Company has requested that its Ordinary Shares are cancelled from trading on AIM, effective from 7 February 2018.

Recommendation

The Independent Directors, being Mr Christopher Getley, Ms Yvonne Deeney, Mr Stephen Folland and Mrs Maureen Erasmus, have considered the terms of the Oxford Cash Offer and Masawara Share Conversion Offer in conjunction with the Company's Nominated Adviser, Cenkos Securities plc, and consider the financial terms of the Oxford Cash Offer and the Masawara Share Conversion Offer to be fair and reasonable, with regard to Masawara's current share price, deliverability of returns to shareholders of the Company and the broader range of strategic alternatives available to the Company.

The Board believes that the Company's share price is being impacted in part by the increased difficulty of transferring funds out of Zimbabwe as a result of the regulatory environment. The Independent Directors are also aware of a degree of negative sentiment towards the region resulting in a lack of new possible investors in the Company. In addition, the Independent Directors note the severe lack of liquidity in the Ordinary Shares and significant costs associated with maintaining the admission to trading and all intend to vote in favour of the Delisting Resolution. Further, Mr Stephen Folland, a director of the Company, intends to accept the Masawara Share Conversion Offer in respect of his Ordinary Shares; and Mr. Francis Daniels, a director of the Company, intends to request that the trustees of the trust of which he is a beneficiary accept the Masawara Share Conversion Offer in respect of that trust's Ordinary Shares.

Contact details

Masawara Plc

(Masawara Zimbabwe (Private) Limited, the Company's Investment Advisor in Zimbabwe)

Osbourne Majuru/Munashe Nyengerai

[phone]

Cenkos Securities plc (Nominated adviser and broker)

Nicholas Wells/Elizabeth Bowman/Harry Hargreaves

[phone]

Expected Timetable of Principal Events

 
 Notice of Intention to delist           9 January 2018 
  from AIM announced 
 Publication of the Circular             9 January 2018 
 Shareholder Question and Answer        5.00 p.m. on 23 
  Forum at Norton Rose Fulbright           January 2018 
  LLP 
 Latest time and date for receipt         11.00 a.m. on 
  of Form of Proxy                      24 January 2018 
 Latest time and date for receipt       1.00 p.m. on 24 
  of Form of Acceptance if proposing       January 2018 
  to accept the Masawara Share 
  Conversion Offer 
 General Meeting                          11.00 a.m. on 
                                        26 January 2018 
 Announcement of results of General     29 January 2018 
  Meeting (latest by) 
 Latest time and date for receipt        1.00 p.m. on 5 
  of Form of Acceptance if proposing      February 2018 
  to accept the Oxford Cash Offer 
  only 
 Last day of dealings in Ordinary       6 February 2018 
  Shares on AIM 
 Admission cancelled                     7.00 a.m. on 7 
                                          February 2018 
 

The above times are to London (GMT) times. 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 of the London Stock Exchange.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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January 09, 2018 12:27 ET (17:27 GMT)