Sacoven PLC Posting of Notice of EGM (5189O)

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: [phone] 
 

This information is provided by RNS

The company news service from the London Stock Exchange

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November 07, 2016 09:00 ET (14:00 GMT)