Masawara Plc Notice of Substantial Transaction in Shares (3878A)

TIDMMASA

RNS Number : 3878A

Masawara Plc

27 December 2017

27 December 2017

Masawara Plc

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

Notification of Substantial Transaction in Shares

Proposed Delisting of Masawara plc from AIM

The Company has been notified that, on 27 December 2017, 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 per Ordinary Share payable immediately and 10 pence per Ordinary Share to be paid within 12 months. The current principal shareholder of the Company is FMI Holdings (Private) Limited ("FMI"), which holds 61,163,618 Ordinary Shares. Mr Shingai Mutasa, a Non-Executive Director of the Company, has effective control of both OHL and FMI, and through this common ownership Mr Mutasa and persons closely associated with him now hold a beneficial interest in 111,924,074 Ordinary Shares, representing 90.4 per cent of the Company's issued ordinary share capital.

Mr Mutasa has notified the Board that he intends to procure a cancellation of the Ordinary Shares from trading on AIM. Noting the material lack of liquidity of the Ordinary Shares that will arise as a result of the acquisition by OHL and the substantial cost of maintaining a listing, the Company is of the view that it would be in the best interests of the Company to cancel the admission of the Ordinary Shares to trading on AIM. The Company intends to post a circular to all shareholders convening a General Meeting of shareholders to vote on the proposed delisting.

The resolution requires the consent of not less than 75 per cent of the votes cast by shareholders. Mr Mutasa will procure that FMI and OHL provide an irrevocable undertaking to vote in favour of the resolution. Cancellation of the Company from trading on AIM is expected to become effective not less than 20 business days following posting of the circular as required under the AIM Rules for Companies.

The circular will also contain a separate letter from Mr Mutasa outlining the future plans for the Company (which include the proposed delisting from AIM). The circular will also set out in detail the options available to the remaining shareholders in the Company. Aside from retaining a shareholding in the Company, minority shareholders will be offered two alternative proposals under which they will either be able to sell their Ordinary Shares at a price of 25 pence per share, or following delisting their Ordinary Shares can be converted to new preference shares in the Company offering a higher dividend yield.

Rule 9 of the City Code on Takeovers and Mergers does not apply to the acquisition of the Ordinary Shares by OHL, as its concert party, FHI, already holds a majority of the Ordinary Shares. Accordingly, there will be no mandatory takeover offer for Ordinary Shares not owned by OHL or FMI.

In early 2018, and following the publication of the circular relating to the proposed delisting, Mr Mutasa intends to invite all shareholders to a meeting to facilitate discussion and address any queries that shareholders may have regarding his intentions for the Company following cancellation from trading on AIM.

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]

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014 ("MAR").

This information is provided by RNS

The company news service from the London Stock Exchange

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December 27, 2017 10:30 ET (15:30 GMT)